SM Auto Stamping LTD FY 2024

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To, Date: 3rd July, 2024

BSE Limited
PhirozeJeejeebhoy Towers
Dalal Street, Mumbai- 400001.

Scrip Code: 543065/Scrip ID: SMAUTO


Sub: Annual Report of the Company for the Financial Year 2023-24 pursuant to Regulation 34(1)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
(‘Listing Regulations’).
Dear Sir/Madam,

We wish to inform you that 18th Annual General Meeting (‘AGM’) of the Company will be held through
video conference/ other audio-visual means on Friday, 26th July, 2024 at 11.00 a.m. at the registered
office of the Company situated at J-41, MIDC Ambad, Nashik, Maharashtra-422010 (Deemed Venue) in
compliance with the circulars issued by the Ministry of Corporate Affairs (‘MCA’), Government of India
and Securities and Exchange Board of India (‘SEBI’) and all other applicable laws.

Pursuant to Regulation 34(1) of the Listing Regulations, please find enclosed the Annual Report of the
Company along with the Notice of the 18th AGM and other Statutory Reports for the Financial Year
2023-24, which is also being sent through electronic mode to those members whose e-mail addresses are
registered with the Company/Registrar and Transfer Agent/ Depositories as on 28 th June, 2024 The copy
of Annual Report will also be available on the website of the Company at
https://www.smautostamping.com/investors.html

Kindly take note on your record.

Yours Faithfully,

For SM AUTO STAMPING LIMITED


Pawan Digitally signed by Pawan
Mahajan

Mahajan Date: 2024.07.03 20:44:58


+05'30'

Pawan Mahajan
Company Secretary & Compliance Officer
Membership No.: A65674
Address:C-13, MIDC Ambad, Nashik, Maharashtra-422010
Encl. as above
SM AUTO
STAMPING
LIMITED
18Th (eighteenth
eighteenth)
ANNUAL REPORT

4
2023-24
TABLE OF CONTENTS

Sr. No. Table of Contents Page No.


1. CORPORATE INFORMATION 3-4
2. CORPORATE PHILOSOPHY 5
3. CHAIRMAN’S LETTER 6
4. NOTICE OF THE AGM AND EXPLANATORY STATEMENT 7-42
5. BOARD’S REPORT 43-60
6. ANNEXURE I -FORM AOC-1 61-63
7. ANNEXURE II -FORM AOC-2 64-65
8. ANNEXURE III- SECRETARIAL AUDIT REPORT 66-69
9. ANNEXURE IV-INFORMATION RELATING TO 70-71
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
10. ANNEXURE V-DISCLOSURE ON REMUNERATION OF 72-74
MANAGERIAL PERSONNEL
11. ANNEXURE VI-MANAGEMENT DISCUSSION & ANALYSIS 75-80
REPORT
12. ANNEXURE VII- CEO & CFO COMPLIANCE 81-82
CERTIFICATE
13. ANNEXURE VIII- REPORT ON SEXUAL HARASSMENT 83
POLICY
14. ANNEXURE IX-LIST OF TOP 10 PUBLIC SHAREHOLDERS 84
15. AUDITOR’S REPORT AND FINANCIAL STATEMENTS 85-175

2|Annu al Re port 2023- 24


CORPORATE INFORMATION
SM AUTO STAMPING LIMITED
CIN: L27109MH2006PLC163789
Website: www.smautostamping.com
ISIN:INE0C4I01011
Investor Relation ID: investorrelations@smautostamping.com
Stock exchange Detail: BSE SME Portal
Registered Office Address: Board of Directors
J-41 MIDC Ambad, Nashik –422010, Maharashtra 1. Mr. Mukund Narayan Kulkarni
India. Chairman and Managing Director
Contact Details:0253-6621106/07 2. Mr. Suresh Gunwant Fegde
Website:www.smautostamping.com Whole Time Director
3. Mrs. Alka Mukund Kulkarni
Non Executive Director
4. Mr. Jayant Suresh Fegde
Non Executive Director
5. Mr. Sunilkumar Satyanarain Dayama
Independent Director
6. Dr. Sanjay Ramchandra Bhargave*
Additional Non Executive Independent
Director
Plants: Auditors:
1. J-41 MIDC Ambad, Nashik – 422010, M/s. S. R. Rahalkar and Associates
Maharashtra India. Chartered Accountants,
2. C-13, MIDC Ambad, Nashik – 422010, Address: Flat No. 1, “A” Wing, Bhumi
Maharashtra India. Exotica Appt., Near Rathi Amrai, Near
3. B-198 Malegaon MIDC Sinnar, Nashik- Chopda Lawns, Swami Vivekanand Road,
Maharashtra India. Off Gangapur Road, Nashik, Maharashtra
422013, India
Phone : 0253-2575093
Email: srr.assoc@gmail.com
Firm Registration No.: 108283W
Bankers: Share Registrar and Transfer Agent (RTA)
1. TJSB Sahakari Bank Limited (TJSB) Bigshare Services Private Limited
2. Small Industries Development Bank of Office No S6-2 6th floor Pinnacle Business
India (SIDBI) Park
Next to Ahura Centre Mahakali Caves Road
Andheri (East) Mumbai – 400093 Maharashtra
India.
Website: www.bigshareonline.com
SEBI Registration Number: INR000001385
CIN: U99999MH1994PTC076534
Investor Cell/ Company Secretary -KMP Chief Financial Officer – KMP
Mr. Akash Jagnani** Mr. Suresh Jagdale
Mr. Pawan Mahajan***
Email:companysecretary@smautostamping.com
Internal Auditor: Archana Pathak & Associates Secretarial Auditor:
Chartered Accountants CS Sujata R. Rajebahadur (FCS 5728, C.P. No.:
FRN: 137596W 4241) Company Secretary in Practice, Nashik.

CA Archana Akshay Pathak


M.No.: 145320

3|Annu al Re port 2023- 24


Associate Entity Details: Segment: Single Segment
Name: SM Autovision Private Limited
CIN:U29253MH2012PTC227990
Registered Address: J-41, MIDC AMBAD
NASHIK MH 422010.
Percentage of Shareholding: 48.00%
*Re- Appointed as an Additional Non Executive Independent Director w.e.f 08th March, 2024.
**Resigned as the Company Secretary & Compliance Officer of the Company w.e.f 14 th August, 2023.
***Appointed as the Company Secretary & Compliance Officer of the Company w.e.f 1 stSeptember,
2023.

4|Annu al Re port 2023- 24


CORPORATE PHILOSOPHY OF THE COMPANY

 Customer satisfaction

 On time delivery

 Systematic training with Continual improvement

 Transparency & openness

 Mutual trust and responsibility

5|Annu al Re port 2023- 24


Chairman’s Letter
Dear Valued Stakeholders,

As we reflect on the past fiscal year, I am pleased to share with you the progress and
achievements of SM Auto Stamping Limited. Despite the challenges posed by a dynamic global
landscape, our company has remained resilient and focused on driving sustainable growth.

Our foremost asset, our employees, have been instrumental in our journey towards excellence.
Recognizing the importance of nurturing talent, we have continued to invest in initiatives aimed at
unlocking their full potential. Through strategic reorientation, reskilling programs, and a renewed
emphasis on employee engagement, we are empowering our workforce to fuel our future growth
trajectory.

Throughout the year, our commitment to customer satisfaction has been unwavering. We
have successfully onboarded new clients while also optimizing our processes to better serve existing
customers. Furthermore, our relentless pursuit of operational excellence has been underscored by
regular training sessions, both internal and external, aimed at enhancing productivity and efficiency
across all levels of the organization.

In line with our commitment to environmental sustainability, we have taken significant


strides towards embracing renewable energy sources. The installation of solar panels at one of our
facilities underscores our dedication to reducing our carbon footprint and embracing greener
practices. As we navigate the evolving landscape of sustainability, we remain vigilant in monitoring
and mitigating any potential impacts on our business operations and financial performance.

Amidst the myriad challenges faced by businesses globally, the unwavering support of our
stakeholders has been our cornerstone. To our esteemed shareholders, customers, employees,
suppliers, lenders, and the community at large, I extend my heartfelt gratitude for your continued
trust and confidence in SM Auto Stamping Limited. Your unwavering support has been instrumental
in propelling us forward on our journey of growth and excellence.

As listed company aims to provide good return on investment to the stakeholders. During the
financial year 2023-24 the company has completed the buyback of six lacs shares on a proportionate
basis under the Tender Offer method through Stock-Exchange mechanism. As the company is listed
on SME platform (BSE) the shares are traded in lot size and as consequence of buy back few
stakeholders left with odd lots size and face difficulty in trading of shares post buy back and raised
complaints with Stock exchange which were resolved satisfactorily by the company. Kindly note that
as per Stock exchange notice present the lot size of the company’s shares for trading is 2000 as well no
compliant is pending with stock exchange.

As we look towards the future with optimism and determination, I am confident that
together, we will overcome any obstacles that may lie ahead. At SM Auto Stamping Limited, we
remain steadfast in our commitment to driving value for all our stakeholders while staying true to
our core values of integrity, innovation, and sustainability.

FOR SM AUTO STAMPING LIMITED


Warmly,
Sd/-
Mukund Narayan Kulkarni
Chairman and Managing Director

6|Annu al Re port 2023- 24


NOTICE IS HEREBY GIVEN THAT THE 18TH ANNUAL GENERAL MEETING OF THE
MEMBERS OF SM AUTO STAMPING LIMITED WILL BE HELD ON FRIDAY, 26TH JULY ,2024
AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT J-41, MIDC AMBAD,
NASHIK, MAHARASHTRA 422010, INDIA AT 11:00 A.M. TO TRANSACT THE FOLLOWING
BUSINESSES THROUGH VIDEO CONFERENCING.

ORDINARY BUSINESS:
1. To receive, consider, adopt and approve:
a. Standalone Audited Financial Statements for the year ended 31st March 2024, (including
Standalone Balance Sheet as on 31st March,2024, Standalone Profit and Loss Account,
Standalone Cash Flow Statement) together with Schedules, Notes thereon and the reports
of Board of Directors and Auditor’s thereon.
b. Consolidated Audited Financial Statements for the year ended 31st March 2024, (including
Consolidated Balance Sheet as on 31st March 2024, Consolidated Profit and Loss Account
and Consolidated Cash Flow Statement for the year ended on even date and the report of
Auditor’s thereon.

2. To appoint a director in place of Mr. Jayant Suresh Fegde, Non- Executive Director (DIN:
07193063), who retires by rotation at this Annual General Meeting, and being eligible, offers
himself for re-appointment and in this regard, to consider and if thought fit, to pass the
following resolution as an ordinary resolution:

“RESOLVED THAT, Pursuant to Section 152 of the companies Act 2013, and other applicable
provisions of the Companies Act 2013, Mr. Jayant Suresh Fegde, Non-Executive Director (DIN:
07193063) whose period of office is liable to determination by retirement of directors by rotation
and who has offered himself for re-appointment, be and is hereby re-appointed as Non-Executive
Director liable to retire by rotation.”

SPECIAL BUSINESS:

3. Regularization of Additional Non-Executive Independent Director Dr. Sanjay Ramchandra


Bhargave (DIN: 02235602), as an Independent Director of the Company and if thought fit, to
pass with or without modification(s), the following Resolution(s) as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of section 149, 152, of the Companies Act 2013
(Act) and the rules made thereunder (including any statutory modification or re-enactment
thereof), if any, and amendment thereof, read with Securities And Exchange Board Of India’s
(Listing Obligations And Disclosure Requirements) Regulations, 2015, and articles of association
of the company and approval and recommendation of Nomination and Remuneration committee
and that of board of directors Dr.Sanjay Ramchandra Bhargave (DIN:02235602), who was re-
appointed as an Additional Independent Director with effect from 08 th March, 2024, on the Board
of the Company in terms of the provisions of Section 161(1) of the Companies Act, 2013 and rules
made thereunder, and who holds office up to the date of this Annual General Meeting, be and is
hereby appointed as an Independent Director of the Company for a period of 4 ( Four) years Till
i.e. 07th March 2028 and will not be liable to retire by rotation.

7|Annu al Re port 2023- 24


RESOLVED FURTHER THAT, any of the Board of Directors of the Company be and are hereby
authorized to sign the requisite forms / documents and to do all such acts, deeds and things and
execute all such documents, instruments and writings as may be required to give effect to the
aforesaid resolution.”

4. To approve Material Related Party Transactions for the Financial Year 2024-25 and if thought
fit, to pass with or without modification(s), the following Resolution(s) as an Ordinary
Resolution:

“RESOLVED THAT pursuant to Section 188 read with Rule 15 of the Companies (Meetings of
Board and its Powers) Rules 2014, and other applicable provisions, if any, of the Companies Act,
2013 and subject to such other Regulations, Circulars, Guidelines and Laws (including any
statutory modifications or re-enactment thereof for the time being in force) and subject to all
applicable approvals, permissions and such conditions as may be prescribed by any of the
concerned authorities while granting such approvals, which may be agreed to by the Board of
Directors of the Company, and in pursuance to omnibus approval of audit committee in their
meeting , approval of the members of the Company be and is hereby accorded to the Board for
any contracts and / or arrangements and/or transactions entered into or to be entered during the
financial year 2024-25 with the following Related Parties done in ordinary course of business and
at arm’s length basis the value of which either singly or in aggregate of series of transactions
exceeds 10% or more of the annual consolidated turnover of the Company as per the last audited
financial statements of FY 2023-24 as detailed in the Explanatory Statement annexed to this notice
on such terms and conditions as may be decided by the Board of Directors from time to time and
mutually agreed between the Company and Related Parties be and are hereby ratified and
approved

Sr. No. Name of Related Party Nature of Maximum Nature of


Relationship Transaction Transaction
Value (In Rs.)
1 SM Autovision Private Associate 1,00,00,000/- Labour Charges
Limited Company Received
2 80,00,000/- Labour Charges
Paid
3 2,00,00,000/- Purchases
4 4,00,00,000/- Sales
5 Suvidh Engineering Partnership 2,00,00,000/- Sales
6 Industries Firm in which 2,00,00,000/- Purchase
directors are
partner
7 SM Autovision Private Associate 1,00,00,000/- Other
Limited and Suvidh Company and Per transaction /- development
Engineering Industries Partnership activities and
Firm in which exigencies
directors are
partner

8|Annu al Re port 2023- 24


#Pursuant to rule 6A of the Companies (Meetings of Board and its Powers) Rules, 2014, where
Related Party Transaction cannot be foreseen and transaction details are not available, Audit
Committee may grant omnibus approval for such transactions subject to their value not
exceeding Rs. 1,00,00,000/- (One Crore only) per transaction or such other limits prescribed by
the Regulatory authorities.

“RESOLVED FURTHER THAT, the approval of the shareholders of the company be and is
hereby accorded inPursuant to rule 6A of the Companies (Meetings of Board and its Powers)
Rules, 2014,where Related Party Transaction cannot be foreseen and transaction details are not
available, on the basis of approval of audit committee , board is authorized to enter into related
transactionsin category of Other development activities and exigencies subject to value not
exceeding Rs. 1,00,00,000/- (One Crore only) per transaction during the financial year 2024-2025

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby
authorized to do or cause to be done all such acts, deeds and things, as may be necessary,
including finalizing the terms and conditions, modes and executing necessary documents,
including contracts, schemes, agreements and other documents, file applications ,make
representations and seek approval from relevant authorities, if required and deal with any
matters necessary as the Board may in its absolute discretion deem necessary, desirable or
expedient, to give effect to this resolution and to settle any question that may arise in this regard
and incidental thereto, without being required to seek any further consent or approval of the
Members and that the Members shall be deemed to have given their approval thereto expressly
by the authority of this resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with matters referred
to or contemplated in the foregoing resolutions, be and are hereby approved, ratified and
confirmed by the members of the Company in all respects.

RESOLVED FURTHER THAT the Board of Directors, be and are hereby authorised to
determine the actual sums to be involved in the particular transactions and the terms and
conditions related thereto and all other matters arising out of or incidental to the proposed
transactions and to finalize and execute all agreements, deeds, documents and writings as
required for particular transactions and to do all acts, deeds and things in this connection and
incidental thereto as the Board of Directors in its absolute discretion may deem fit.”

5. To re- appoint Mr. Mukund Narayan Kulkarni as Chairman & Managing Director of the
Company and if thought fit, to pass with or without modification(s), the following
Resolution(s) as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, and 203 read with Schedule
V and all other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory
modification and re-enactment thereof for the time being in force), approval of the members of
the Company, be and is hereby accorded for re- appointment of Mr. Mukund Narayan Kulkarni,
bearing DIN: 00248797,as Managing Director of the Company for a period of 5 years on expiry of

9|Annu al Re port 2023- 24


his present term of office effective from 10th December 2024 to 09th December 2029 on such terms
and conditions as set out in this resolution and with liberty to the board of directors ( herein after
referred to the board which term shall deemed to include the Nomination and remuneration
committee of the board ) to alter and vary the terms and conditions of the said appointment as it
deem fit from time to time”.

“RESOLVED FURTHER THAT, approval of the members of the company be and is hereby
accorded that, due to inadequacy of profits the remuneration to Mr. Mukund Narayan Kulkarni
as Managing Director of the Company be fixed and paid in excess of the maximum permissible
remuneration as specified in Item A of Section II of Part II of the Schedule V of the
Companies Act, 2013 and the remuneration of Rs.4,50,000/- per month including of salary,
perquisites, benefits, incentives and allowances shall be fixed and paid as per policy of the
Company for a period of 3 years effective from 10th December 2024 to 09th December 2027 and
that the board shall be at liberty and entrusted to revise either by enhancement or reduction in
the said remuneration from time to time as board deem fit in line with the provisions of Schedule
V of the Act provided that the total remuneration to be paid to Managing Director shall not
exceed Rs. 1 Crore (Rupees One Crores) per annum during this period of 3 years of continuation
of his appointment.”

“RESOL VED FURTHER THAT pursuant to section 196(3) read with Schedule V and other
applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014(including any statutory modification(s) or
re-enactment(s)thereof, for the time being in force), consent of the Members of the Company be
and is hereby accorded for continuation of holding of office by Mr. Mukund Narayan Kulkarni,
bearing DIN: 00248797,as Managing Director of the Company upon attaining the age of 70
(Seventy) years on 08th August 2029, on the existing terms and conditions as duly approved in
the 18thAnnual General Meeting through special resolution which shall continue to remain in full
force and effectpost attainment of age of 70 (Seventy years) within the tenure of 5 (Five) years of
his appointment i.e. Effective from 10thDecember 2024 to 09th December 2029”.

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any of the
directors of the Company be and are hereby jointly and/or severally authorized, to do all acts,
deeds, matters, and things as deem necessary, proper and desirable and to sign and execute all
necessary documents, application and returns for the purpose of giving effect to the aforesaid
resolution along with filing of necessary e-forms with the Registrar of Companies.”

Terms and conditions for appointment of MD


1. Mr. Mukund Narayan Kulkarni re-appointed as Managing Directoron expiry of his present
term w.e.f. 10thDecember 2024 on remuneration of Rs 4,50,000/- per month which is including
basic salary, allowances, perquisites on account of Provident Fund and other funds, Gratuity,
Leave Encashment, reimbursement of medical and such other reimbursements as decided by
the Board of directors from time to time provided that overall and total remuneration to be
paid to as Managing Directorshall not exceed Rs.1 Crore (Rupees One Crores)per annum in
any financial year which is in excess of the maximum permissible remuneration as specified
in Item A of Section II of Part II of the Schedule V of the Companies Act, 2013 due to

10 | A n n u a l R e p o r t 2 0 2 3 - 2 4
inadequacy of profits within a period of 3 years from the date of his appointment i.e. effective
from 10thDecember 2024 to 09th December 2027.

2. The Managing Director shall be entitled to performance linked bonus as may be decided
by the board of directors or Nomination remuneration committee from year to year based on
achievement and his contribution towards profitability and overall growth in the revenue to
the company as the Board of directors deem fit which will be over and above the
remuneration of Rs 4,50,000/- per month , but provided that total remuneration including the
performance linked bonus paid in any financial year shall not exceed the total and overall
limit of Rs 1 Crore (Rupees One Crores) per annum.

3. The Managing Directorshall be entitled to such increment from time to time as the Board
may at its discretion determine and fix within the tenure of 5 years subject to recommendation
of Nomination and remuneration committee.

4. Mr. Mukund Narayan Kulkarni shall also be entitled to reimbursement of expenses actually
incurred by him travelling, boarding and lodging and communication expenses for the
business of the company.

5. The Managing Director shall exercise and perform such powers and duties as the Board of
Directors of the Company shall from time to time determine, and subject to any directions,
and restrictions, time to time given and imposed by the Board, he shall have the substantial
powers of management, general control, superintendence of the business of the Company
with power to appoint and dismiss employees and to enter into contracts on behalf of the
Company in the ordinary course of business and to do and perform all other acts and things,
which in the ordinary course of business he may consider necessary or proper or in the
interest of the Company.

6. Mr. Mukund Narayan Kulkarni will hold the office for consecutive period of 5 (Five) years
and shall continue to act as Managing Director until resigned from directorship, death,
retirement by age or disqualified to act as Director pursuant to Section 164 of the Companies
Act, 2013 and shall vacate the office pursuant to 167 of the Companies Act, 2013.

7. If the concern Managing director dies during any financial year and thus his employment
with the company ceases, his legal heirs, successors, assigns, ancestors, or administrators shall
be entitled to a rateable proportion of the remuneration and other benefits linked with
remunerations which he would have received for the whole financial year if had been alive.

8. Mr. Mukund Narayan Kulkarni shall see that, 3 (three) months prior notice shall be served to
the company before giving wilful resignation from the post of Managing Director and such
notice period shall not waived off or adjusted towards the payment of remuneration for notice
period.

9. Pursuant to Section 202 of the Companies Act, 2013, company may make payment to
Managing Director by way of compensation for loss of office or as consideration for retirement

11 | A n n u a l R e p o r t 2 0 2 3 - 2 4
from office or in connection with such loss or retirement subject to provisions of Subsection (2)
AND (3) of Section 202 of the Companies Act, 2013.

10. Mr. Mukund Narayan Kulkarni shall see that the company shall gain from his abilities and
capabilities. The managing director shall carry out the orders of the Board of Directors and
shall in all respects comply with the directions given by the Board of Directors and shall
observe all the regulations lay down by the Board of Directors in all respects.

6. To re- appoint Mr. Suresh Gunwant Fegde as Whole-Time Director of the Company and if
thought fit, to pass with or without modification(s), the following Resolution(s) as a Special
Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, and 203 read with Schedule
V and all other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory
modification and re-enactment thereof for the time being in force), approval of the members of
the Company, be and is hereby accorded for re- appointment of Mr. Suresh Gunwant Fegde,
bearing DIN: 00248850, as Whole-time Director of the Company for a period of 5 years on expiry
of his present term of office effective from 10th December 2024 to 09th December 2029 on such
terms and conditions as set out in this resolution and with liberty to the board of directors (
herein after referred to the board which term shall deemed to include the Nomination and
remuneration committee of the board ) to alter and vary the terms and conditions of the said
appointment as it deem fit from time to time.

“RESOLVED FURTHER THAT, approval of the members of the company be and is hereby
accorded that, due to inadequacy of profits the remuneration to Mr. Suresh Gunwant Fegde as
Whole Time Directorof the Company be fixed and paid in excess of the maximum permissible
remuneration as specified in Item A of Section II of Part II of the Schedule V of the
Companies Act, 2013 and the remuneration of Rs. 4,50,000/- per month including of salary,
perquisites, benefits, incentives and allowances shall be fixed and paid as per policy of the
Company for a period of 3 years effective from 10th December 2024 to 09th December 2027 and
that the board shall be at liberty and entrusted to revise either by enhancement or reduction in
the said remuneration from time to time as board deem fit in line with the provisions of Schedule
V of the Act provided that the total remuneration to be paid to whole time Director shall not
exceed Rs. 1 Crore (Rupees One Crores) per annum during this period of 3 years of continuation
of his appointment.”

“RESOL VED FURTHER THAT pursuant to section 196(3) read with Schedule V and other
applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) thereof, for the time being in force), consent of the Members of the Company be
and is hereby accorded for continuation of holding of office by Mr. Suresh Gunwant Fegde,
bearing DIN: 00248850, as Whole-time Director of the Company of the Company upon attaining
the age of 70 (Seventy) years on 01st May 2027, on the existing terms and conditions as duly
approved in the 18th Annual General Meeting through special resolution which shall continue to

12 | A n n u a l R e p o r t 2 0 2 3 - 2 4
remain in full force and effect post attainment of age of 70 (Seventy years) within the tenure of 5
(Five) years of his appointment i.e. Effective from 10th December 2024 to 09th December 2029”.

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any of the
directors of the Company be and are hereby jointly and/or severally authorized, to do all acts,
deeds, matters, and things as deem necessary, proper and desirable and to sign and execute all
necessary documents, application and returns for the purpose of giving effect to the aforesaid
resolution along with filing of necessary e-forms with the Registrar of Companies.”

Terms and conditions for appointment of WTD


1. Mr. Suresh Gunwant Fegde, re-appointed as whole time Director on expiry of his present
term w.e.f. 10th December 2024 on remuneration of Rs 4,50,000/- per month which is
including basic salary, allowances, perquisites on account of Provident Fund and other funds,
Gratuity, Leave Encashment, reimbursement of medical and such other reimbursements as
decided by the Board of directors from time to time provided that overall and total
remuneration to be paid to whole time director shall not exceed Rs.1 Crore (Rupees One
Crores)per annum in any financial year which is in excess of the maximum permissible
remuneration as specified in Item A of Section II of Part II of the Schedule V of the Companies
Act, 2013 due to inadequacy of profits within a period of 3 years from the date of his
appointment i.e. effective from 10th December 2024 to 09th December 2027.

2. The whole time Director shall be entitled to performance linked bonus as may be decided by
the board of directors or Nomination remuneration committee from year to year based on
achievement and his contribution towards profitability and overall growth in the revenue to
the company as the Board of directors deem fit which will be over and above the
remuneration of Rs 4,50,000/- per month , but provided that total remuneration including the
performance linked bonus paid in any financial year shall not exceed the total and overall
limit of Rs 1 Crore (Rupees One Crores) per annum.

3. The whole time Director shall be entitled to such increment from time to time as the Board
may by its discretion determine and fix within the tenure of 5 years subject to
recommendation of Nomination and remuneration committee.

4. Mr. Suresh Gunwant Fegde, shall also be entitled to reimbursement of expenses actually
incurred by him travelling, boarding and lodging and communication expenses for the
business of the company.

5. The Whole-time Director shall exercise and perform such powers and duties as the Board of
Directors of the Company shall from time to time determine, and subject to any directions,
and restrictions, time to time given and imposed by the Board, he shall have the substantial
powers of management, general control, superintendence of the business of the Company
with power to appoint and dismiss employees and to enter into contracts on behalf of the
Company in the ordinary course of business and to do and perform all other acts and things,
which in the ordinary course of business he may consider necessary or proper or in the
interest of the Company.

13 | A n n u a l R e p o r t 2 0 2 3 - 2 4
6. Mr. Suresh Gunwant Fegde will hold the office for consecutive period of 5 (Five) years and
shall continue to act as Whole-time Director until resigned from directorship, death,
retirement by age or disqualified to act as Director pursuant to Section 164 of the Companies
Act, 2013 and shall vacate the office pursuant to 167 of the Companies Act, 2013.

7. If the concern director dies during any financial year and thus his employment with the
company ceases, his legal heirs, successors, assigns, ancestors, or administrators shall be
entitled to a rateable proportion of the remuneration and other benefits linked with
remunerations which he would have received for the whole financial year if had been alive.

8. Mr. Suresh Gunwant Fegde, shall see that, 3 (three) months prior notice shall be served to the
company before giving wilful resignation from the post of Whole-time Director and such
notice period shall not waived off or adjusted towards the payment of remuneration for notice
period.

9. Pursuant to Section 202 of the Companies Act, 2013, company may make payment to Whole-
time Director by way of compensation for loss of office or as consideration for retirement from
office or in connection with such loss or retirement subject to provisions of Sub -Section (2)
AND (3) of Section 202 of the Companies Act, 2013.

10. Mr. Suresh Gunwant Fegde shall see that the company shall gain from his abilities and
capabilities. The whole-time director shall carry out the orders of the Board of Directors and
shall in all respects comply with the directions given by the Board of Directors and shall
observe all the regulations lay down by the Board of Directors in all respects.

7. To approve re- appointment of Mr. Sunilkumar Satyanarain Dayama as Non-Executive


Independent Director of the Company and if thought fit, to pass with or without
modification(s), the following Resolution(s) as a Special Resolution:

“RESOLVED THAT pursuant to the provision of Sections 149, 150, 152, read with schedule IV
read with Companies (Appointment and Qualification of Directors) Rules, 2014 of Companies
Act, 2013 and other applicable provisions (including any modification or re-enactment thereof), if
any, of the Companies Act, 2013, and Regulation of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, in consideration of recommendation of nomination
remuneration committee and board of directors an approval of members of the company be and
is hereby accorded for re-appointment of Mr. Sunilkumar Satyanarain Dayama as Non-executive
Independent Director of the Company not liable to retire by rotationfor a period of 5 years on
expiry of his present term of officefor term of 5 (Five) years effective from 10th December 2024 till
09th December 2029 on such terms and conditions as mentioned in his appointment letter”.

14 | A n n u a l R e p o r t 2 0 2 3 - 2 4
For and on behalf of Board of Directors of
SM Auto Stamping Limited

Sd/- Sd/-
Mr. Mukund Narayan Kulkarni Mr. Suresh Gunwant Fegde
Chairman And Managing Director Whole Time Director
DIN: 00248797 DIN: 00248850
Address: AlkundBanglow, Krishna Colony Address: No. 9, Jay Ambe Colony Shivaji
Shivaji Nagar,Jail Road, Nashik Road Nashik Nagar, Jail Road, Nashik Road Nashik 422101.
422101.

Date: 1st July 2024.


Place: Nashik

NOTES:

1. The Board of Directors of the Company at its meeting held on May 29, 2024, has approved the
business to be transacted at the 18th AGM of the Company.

2. In view of the General Circular No. 14/2020 dated 08 thApril, 2020, Circular No. 17/2020 dated
13thApril, 2020 and Circular No. 20/2020 dated 05thMay, 2020 issued by the Ministry of
Corporate Affairs followed by Circular No. 02/2021 dated 13thJanuary, 2021 General Circular
No. 19/2021 dated 08thDecember, 2021 and General Circular No. 21/2021 dated 14 thDecember,
2021, Circular No. 02/2022 Circular No. 03/2022 dated 05th May, 2022 and Circular No.
10/2022 dated 28th December, 2022 and to General Circular No. 09/2023 dated, 25th September
2023 issued by the Ministry of Corporate Affairs (“MCA Circular”) and in compliance with the
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), the 18th AGM of the Company is
being conducted through Video Conferencing (VC) Facility, which does not require physical
presence of members at a common venue. The deemed venue for the 18 thAGM shall be the
Registered Office of the Company.

3. In view of the MCA Circular, since the physical attendance of Members has been dispensed
with, there is no requirement of appointment of proxies. Accordingly, the facility of
appointment of proxies by Members under Section 105 of the Act will not be available for the
18th AGM. However, in pursuance of Section 112 and Section 113 of the Act, corporate
members are required to send the Company at investorrelations@smautostamping.com a
certified true copy of Board resolution, authorizing their representatives to attend and vote at
the meeting through Video conferencing (VC). Accordingly, the Proxy Form and Attendance
Slip are not annexed to this notice.

4. The relevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI Listing Regulations
and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company
Secretaries of India, in respect of Director seeking re-appointment and regularization at this
AGM is annexed.

15 | A n n u a l R e p o r t 2 0 2 3 - 2 4
5. The Register of Members and Share Transfer Books of the Company will remain closed from
17th July 2024 to 26th July 2024 (both days inclusive) for the purpose of the 18th Annual General
Meeting.

6. Pursuant to the MCA Circular and SEBI Circular, electronic copy of the notice of the 18th AGM
along with the Annual Report for the financial year ended on 31st March 2024, consisting of
Audited Standalone and Consolidated Financial Statements for the financial year ended 31 st
March, 2024, including Board Report, Auditors Report and other documents required to be
attached therewith being annexures have been sent only to those Members whose e-mail ids
are Registered with the company of Registrar and Share transfer agent or depository
Participant(s) through electronic means. Therefore, those Members, whose email address is
not registered with the Company or with their respective Depository Participant/s, and who
wish to receive the Notice of the 18thAGM and the Annual Report for the financial year 2023-
24 and all other communication sent by the Company, from time to time, can get their email
address registered as per instructions mentioned in point no. 13 of this notice.

The Notice of the 18thAGM and the Annual Report for the year 2023-24 including therein the
Standalone Audited Financial Statements for the year 2023-24 and Audited consolidated
Financial Statement for the year 2023-24 will also be available on the website of the Company
at www.smautostamping.com and website of BSE India Limited. ”

7. Member attending the AGM through VC / OAVM shall be counted for the purpose of
reckoning the quorum under Section 103 of the Act.

8. The Cut-off date for determining the names of shareholders eligible to get notice of Annual
General Meeting and copy of Annual Report is Friday, 28 th June 2024.

9. In case of joint holders attending meeting only such joint holder whose name stands first, as
per the Company’s records, shall alone be entitled to vote.

10. The Shareholders seeking any information, posing queries, seeking any clarification with
regard to the accounts or any matter to be placed at the 18 thAGM are requested to write to the
Company on companysecretary@smautostamping.com at least seven days in advance of the
meeting so that the answers may be made readily available at the meeting.

11. The Register of Directors and Key Managerial Personnel and their shareholding maintained
under Section 170 of the Companies Act, 2013 and the Register of Contracts and
Arrangements in which Directors are interested maintained under Section 189 of the
Companies Act, 2013 shall be made available only in electronic form for inspection during the
18th AGM members seeking to inspect the register can send email to
investorrelations@smautostamping.com.

16 | A n n u a l R e p o r t 2 0 2 3 - 2 4
12. All other relevant documents referred to in the accompanying notice/explanatory statement
shall be made open for inspection by the members only in electronic form at the Meeting on
all working days, except Saturdays, from 11:00 a.m. to 01:00 p.m. up to the date of the ensuing
Meeting, members seeking to inspect the register can send email to
investorrelations@smautostamping.com.

The Notice for this Meeting along with requisite documents and the Annual Report for the
financial year ended 2023-24 shall also be available on the Company’s website
www.smautostamping.com.

13. INSTRUCTION FOR UPDATING OF EMAIL ID:

A. The members who have not registered their email ids with the company may contact
company secretary of the company at investorrelations@smautostamping.com or phone
No 0253-6621102 for registering their email ids on or before (cut of date 28th June 2024).The
Company shall send the notice to such members whose email ids get registered within
aforesaid time enabling them to participate in the meeting and cast their votes.

B. If there is change in e-mail ID already registered with the Company, members are
requested to immediately notify such change to the Company by writing an email on
investorrelations@smautostamping.comor to DPs in respect of shares held in electronic
form.

C. Members holding shares in Demat mode may kindly note that any request for change of
address or change of email-id or registration of nomination are to be instructed to their
Depository Participant only, as the Company or its Registrar & Share Transfer Agent
cannot act on any such request received directly from members holding shares in Demat
mode.

D. The Company has appointed M/s. Bigshare Services Private Limited, as its Registrars and
Share Transfer Agents for rendering the entire range of services to the Shareholders of the
Company. Accordingly, all documents, transfers, demat request, change of address
intimation and other communication in relation thereto with respect to shares in electronic
form should be addressed to the Registrars directly quoting DPID and CLID, full name
and name of the Company as “SM AUTO STAMPING LIMITED.”

14. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC ARE AS
UNDER:

1. Members may kindly note that, in accordance with the aforementioned MCA Circulars, the
Company is providing the VC facility provided by Zoom Link to the members for
participating in the Meeting.

2. The members are requested to follow the following instructions in order to participate in the
Meeting through Video conferencing (VC) mechanism:

17 | A n n u a l R e p o r t 2 0 2 3 - 2 4
a. Invitation link and credentials to join the meeting shall be shared from this email ID:
companysecretary@smautostamping.com.

b. Detailed instructions for the Members to join the meeting are given below:

OPTION 1:
Joining from Laptop or Computer (having access to webcam)

Step 1: Before joining a Zoom meeting on a laptop or computer, you can download the Zoom
app from the following link:

https://zoom.us/download(Zoom Client for Meetings)

Otherwise, you will be prompted to download and install Zoom when you click a join link.

Step 2: Open the Zoom desktop client

Step 3: Click Join a Meeting if you want to join without signing in

Or Sign in to Zoom using your registered Mail ID then click Join

Step 4: Enter the Meeting ID number <________> and Password <_________>. Click Join and
make sure access is given to the microphone (to speak) and camera (to see).

18 | A n n u a l R e p o r t 2 0 2 3 - 2 4
OPTION 2:
Joining from Mobile Phone
Step 1: Downloading the Zoom Mobile App from the Application Store (e.g. Google
PlayStore, iOS App Store, as applicable.

Step 2: Join a meeting using one of these methods:


 Tap Join a Meeting if you want to join without signing in.
 Sign in to Zoom then tap Join.

Step 3: Enter the meeting ID number and your display name

Step 4: Tap Join Meeting

c. Further, Members will be required to allow Camera and use Internet audio settings as
andwhen asked while setting up the meeting on Mobile App or Desktop Application, as the
case may be.

d. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop
connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their
respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to
mitigate any kind of aforesaid glitches.

e. The facility for joining the Meeting shall be kept open 15 minutes before the time scheduled to
start the meeting i.e. 10.45 a.m. and 15 minutes after the expiry of the said scheduled time i.e.
till 11.15 a.m.

f. Members who hold shares in dematerialized form are requested to furnish their Client ID and
DP ID Nos. for easy identification of attendance at the Meeting.

g. Participation of single member shall only be allowed at a time.

19 | A n n u a l R e p o r t 2 0 2 3 - 2 4
h. Members are requested to e-mail at investorrelations@smautostamping.com or call at 0253-
6621102 in case of any technical assistance required at the time of log in/ assessing/ voting at
the Meeting through VC.

i. Shareholders are encouraged to join the AGM through Laptops / IPads for better experience.

j. Shareholders who would like to express their views / ask questions during the meeting may
register themselves as a speaker by sending their requisition in advance at least 3 days prior to
the meeting mentioning their Name, Demat Account Number, Email Id, Mobile Number at
investorrelations@smautostamping.com.

k. The shareholders who do not wish to speak during the AGM but have queries may send their
queries in advance 7 days prior to the meeting mentioning their Name, Demat Account
Number, Email Id, Mobile Number at companysecretary@smautostamping.com these queries
will be replied by the Company suitably by e-mail.

l. Those shareholders who have registered themselves as a speaker will only be allowed to
express their views/ask questions during the meeting.

m. Electronic copy of all the documents referred to in the accompanying Notice of the 18 th AGM
and the Explanatory Statement shall be available for inspection in the Investor Section of the
website of the Company at https://www.smautostamping.com/investors.html

15. INSTRUCTION FOR VOTING THROUGH EMAIL ON DESINGATED EMAIL ID /


REMOTE E-VOTING

a. Pursuant to MCA Circular, If the numbers of members attending the 18th Annual General
Meeting through Video conferencing (VC) is below 50 (Fifty), then Chairman may decide to
conduct voting through show of hands, while, If the poll is demanded on resolution(s) to be
transacted in the 18th AGM and/or if the total number of members attending meeting exceeds
50 (Fifty), then the Shareholders have to cast vote on items considered in the meeting by
sending their votes in favour or against the resolution by clicking on link provided in the email
which will be sent to shareholders separately wherein a google form will be provided to cast
the vote and link for same shall be shared with members through this email ID
companysecretary@smautostamping.com The Voting through the designated email-id shall be
verified by the Scrutinizer.

b. Voting rights of the members for voting through remote e-voting provided in the Meeting
itself shall be in proportion to shares of the paid-up equity share capital of the Company as on
the cut-off date i.e. 17th July 2024.A person, whose name is recorded in the Register of
Members or in the Register of Beneficial owners (as at the end of the business hours)
maintained by the depositories as on the cut-off date shall only be entitled to avail the facility
of remote e-voting provided in the Meeting.

20 | A n n u a l R e p o r t 2 0 2 3 - 2 4
c. The Board of Directors of the Company has appointed CS Hemant Sonawane Designated
partner of MDSB and Co LLP, Practicing Company Secretaries, Nashikas a Scrutinizers to
scrutinize the remote e-voting process for the 18th Annual General Meeting in a fair and
transparent manner.

d. Pursuant to MCA Circular, the company shall be providing the facility of voting through
Google form which shall be generated from designated email id of the Company i.e.
smautostampingagm@gmail.com and link for same shall be shared with members through this
email ID companysecretary@smautostamping.com.

e. During the course of the meeting the Chairman of the meeting will make an announcement for
voting lines open and then shareholders by clicking on link provided in a separate email may
cast their vote on resolutions proposed in the 18th AGM.

f. The voting period will be of half an hour and during voting period, Shareholders of the
Company, holding shares as on the Cut-off date i.e. 17th July 2024 may vote by clicking on the
link provided in separate email containing google form and that a person who is not a member
as on the cut-off date should treat this notice for information purposes only.

g. The details of the process and manner for voting by sending an email to Designated Email-Id
are explained below:

Step No 1: - The Shareholder should click on the link to open google form.

Step No 2: - Fill the Personal details as below: -


 Name: _____________________
 Status: Individuals/ HUF/ NRI/ Corporate Shareholder/ Institutional
Shareholder / Other (Specify)
 Beneficiary ID/DPID followed by CLID
 Designated Email Id

Manner of holding shares i.e. Demat or Physical Your User ID is: (NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
Demat account with NSDL For Example if your DP ID is IN500*** and
Client ID is 13****** then your user ID is IN500***13******
b) For Members who hold shares in 16 Digit Beneficiary ID
Demat account with CDSL For Example if your Beneficiary ID is 14************** then
your user ID is 14**************

h. After filling the personal information, in the next section “Resolution Description”. Read the
respective Item-wise resolution(s) as per Notice of Annual General meeting and cast your vote
by clicking on options “assent/dissent” for casting vote.

i. After casting vote on all resolution(s) serially, click on the “Submit” button.

21 | A n n u a l R e p o r t 2 0 2 3 - 2 4
j. Once you “Submit” your vote on the resolution, you will not be allowed to modify your vote.

k. Upon confirmation the message "vote cast successfully will be displayed.”

l. Any person who acquires shares of the Company and become member of the Company after
dispatch of the Notice and holding shares as on the cut-off date, may follow the same
instructions as mentioned above.

m. In case you have any queries or issues regarding voting, you may write to the Company
Secretary at Company’s email address sachin.jadhav@smautostamping.com

n. The result of remote e-voting provided in the meeting shall be aggregated and declared in the
meeting of the company by Chairman or a person authorized by him in writing, who shall
countersign the same and declare the result of the voting and after declaration of result of
voting, the 18th AGM will get concluded.

o. If the process of counting of votes requires the more time, then Chairman shall take call to
adjourn the 18th AGM in pursuance to Companies Act, 2013 and in adjourned meeting the
result of voting shall be declared.

p. The results declared along with the report of the scrutinizer shall be placed on the Company’s
website immediately after the result is declared by the Chairman.

q. The Notice of the AGM shall be placed on the website of the Company till the date of the
AGM. The result declared along with the Scrutinizer’s Report shall be placed on the
Company’s website https://www.smautostamping.com/investors.htmlimmediately after the
declaration of result by Chairman or a person authorized by him in writing. The results shall
also be immediately forwarded to the Stock Exchange where the Shares of the Company are
listed.

16. As per Notification issued by Ministry of Corporate Affairs dated 19th March 2015 with
reference to the Companies (Management and Administration) Rules, 2014, Companies
covered under Chapter XB and Chapter XC as per SEBI (ICDR) Regulations, 2009 will be
exempted from e-voting provisions.

Also, no such provision is available in the SME Equity Listing Agreement. The company is
covered under Chapter XB as it is a SME Company and listed on SME platform of BSE
Limited. Therefore, Company is not providing e-voting facility to its shareholders but
conducting voting through a provided in a separate email, considering MCA circular for
conducting the meeting through video conferencing.

22 | A n n u a l R e p o r t 2 0 2 3 - 2 4
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT,
2013
ORDINARY BUSINESS:

ITEM NO. 2: TO APPOINT A DIRECTOR IN PLACE OF MR. JAYANT SURESH FEGDE, NON-
EXECUTIVEDIRECTOR (DIN: 07193063), WHO RETIRES BY ROTATION AT THIS ANNUAL
GENERAL MEETING, AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT.

As per the provisions of Section 152(6) of the Companies Act, 2013, two-thirds of the total number of
directors of a public company be persons whose period of office is liable to determination by
retirement of directors by rotation and save as otherwise expressly provided in this Act, be appointed
by the Company in general meeting. At the first Annual General Meeting of a public Company held
next after the date of the general meeting at which first directors appointed and at every subsequent
annual general meeting one-third of such of the directors for the time as are liable to retire by rotation
or if their number is neither three nor a multiple of three, then, the number nearest to one-third, shall
retire from office.

Accordingly, Mr. Jayant Suresh Fegde, Non-Executive Director (DIN: 07193063) has been longest in
the office since his last appointment, is liable to retire by rotation in the ensuing Annual General
Meeting. He offers himself for re-appointment and consent to act as a Director as well as disclosure
for non-disqualification as required under the Companies Act, 2013 have already been received from
Mr. Jayant Suresh Fegde, Non-Executive Director (DIN: 07193063).

BRIEF PROFILE OF Mr. Jayant Suresh Fegde, Non-Executive Director (DIN: 07193063):

Mr. Jayant Suresh Fegde aged 39 years, He has Completed Masters in Tool engineering from NTTF
Bangalore and has vast experience in tool designing, tool room, developing and controlling
engineering systems in various automotive companies for 12 years. He head SM Auto Stamping
Design & Development function.

As on the date of notice, Mr. Jayant Suresh Fegde, Non-Executive Director (DIN: 07193063), holds
100Equity Shares in Paid Up Share Capital of the Company in his individual capacity.

Except Mr. Jayant Suresh Fegde, Non-Executive Director (DIN: 07193063)being an appointee Director
and Mr. Suresh Gunwant Fegde, Wholetime Director (DIN: 00248850)being father of appointee
Director, none other Directors, Key Managerial Personnel and their relatives are in any way
concerned or interested in resolution set out at Item No. 2 of the Notice.

Details of Director seeking appointment/re-appointment at this Meeting are provided in


the“Annexure-I” to the Notice.

The Board recommends the Ordinary Resolution set out at Item No. 2 to the notice for approval of
Members.

23 | A n n u a l R e p o r t 2 0 2 3 - 2 4
SPECIAL BUSINESS:

ITEM NO. 3: REGULARISATION OF ADDITIONAL NON-EXECUTIVE INDEPENDENT


DIRECTOR DR. SANJAY RAMCHANDRA BHARGAVE (DIN:02235602), AS AN
INDEPENDENT DIRECTOR OF THE COMPANY AND IF THOUGHT FIT, TO PASS WITH OR
WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION(S) AS SPECIAL
RESOLUTION:

Dr.Sanjay Ramchandra Bhargave was re-appointed as an Additional Non Executive Independent


Director of the Company in the Board meeting held on 05th March, 2024 for further period of 1 (one)
year subject to approval of shareholders in the ensuing annual general meeting.

On recommendation of audit committee and Nomination remuneration Committee, in the board


meeting held on 29th May 2024 the board has passed the resolution in suppression to the resolution
passed on 05thMarch 2024 and made re-appointment of Dr. Sanjay Ramchandra Bhargave for term of
4 (Four) years from the date of his original appointment i.e. effective From 08th March 2024 to 07th
March 2028 subject to approval of members of the company in the ensuing annual general meeting.

In terms of the provisions of Section 161 of the Companies Act, 2013, he shall hold office as
Additional Non-Executive Independent Director of the Company up to the date of the ensuing
Annual General Meeting.

The Company has received declaration from Dr.Sanjay Ramchandra Bhargave as that he meets the
criteria of independence, as prescribed, both under Section 149(6) of the Act and under Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Section 149 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules
2014, provides for appointment of Independent Directors. It is proposed to appoint Dr.Sanjay
Ramchandra Bhargave, Independent Director under Section 149 of the Act, to hold office for 4 (Four)
years with effect from 08th March 2024 to 07th March 2028.

In the opinion of the Board, Dr.Sanjay Ramchandra Bhargave fulfills the conditions for appointment
as an Independent Director, as specified in the Act, and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as Dr.Sanjay Ramchandra Bhargave is
independent of the management.

Brief profile of Dr.Sanjay Ramchandra Bhargave is enclosed as Annexure -1 and this Statement may
also be regarded as a disclosure under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

None of the directors, KMPs, (except Dr.Sanjay Ramchandra Bhargave the extent of his appointment
as Independent Director) or their relatives are interested or concerned, financially or otherwise, in the
resolution set out at item no. 3

24 | A n n u a l R e p o r t 2 0 2 3 - 2 4
The Board recommends the Special Resolution set out at Item No. 3 to the notice for approval of
Members.

BRIEF PROFILE OF Dr.Sanjay Ramchandra Bhargave, (DIN:02235602):

Dr. Sanjay Ramchandra Bhargave is a Fellow Member of the Institute of Cost Accountants of India
having wide experience of more than 40 years in Cost Management, Cost Audit, Cost Reduction,
Indirect Taxation, Strategic Management, Budgeting, Materials Management, O&M, and
implementing advanced management techniques.

He has worked in senior positions in professionally managed companies. He is a practicing Cost


Accountant with a specialization in Indirect Taxes and Cost Reduction Techniques.

Considering the eligibility and experience of Dr.Sanjay Ramchandra Bhargave and the
recommendation given by the Nomination and Remuneration Committee for the regularisation of
Dr.Sanjay Ramchandra Bhargaveas the Independent Director of the Company, the Board of Directors
recommend his appointment as an Independent Director not liable to retire by rotation by passing
Special Resolution.

ITEM NO. 4: TO APPROVE MATERIAL RELATED PARTY TRANSACTIONS FOR THE


FINANCIAL YEAR 2024-25 AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT
MODIFICATION(S), THE FOLLOWING RESOLUTION(S) AS AN ORDINARY RESOLUTION:

Pursuant to Section 188 of the Companies Act, 2013 ('the Act') read with Rule 15 of the Companies
(Meetings of Board and its Powers) Rules, 2014 ('Rules'), the Company is required to obtain consent of
the Board of Directors and prior approval of the members by way of ordinary resolution, in case
certain transactions with related parties exceeds such sum as is specified in the Rules. For this
purpose, a transaction is considered material, if the transaction(s) to be entered into individually or
taken together with previous transactions during a financial year, exceeds 10% or more of the
turnover of the Company as per the last audited consolidated financial statements of the listed entity.

Pursuant to proviso to Section 188 of the Companies Act, 2013, various transactions and contracts are
entered by the company in its ordinary course of business and done on an arm’s length basis hence
exempt from provisions of Section 188 of the Act, The company has obtained prior approval of the
Audit Committee and Board as and wherever required before entering into transactions with related
party. The value of transactions with below mentioned Related Parties of the Company as defined
under the Act in respect of financial year 2024-25either taken singly or all taken together with
subjected related party may exceed 10% or more of the annual consolidated turnover of the Company
as per the last audited financial statements of the Company i.e. FY 2023-2024 and therefore require the
ratification for transactions entered and approval of shareholders for further related party
transactions. The particulars required to be provided under Clause 3 of the Explanation to Rule 15
Sub‐ Rule 3 of the Companies (Meetings of Board and its Power) Rules, 2014 are given below: -

25 | A n n u a l R e p o r t 2 0 2 3 - 2 4
Sr. Name of Nature of Value (In Nature of Material Terms and
No. Related Party Relationship Rs.) Transaction Particulars of
contract or
arrangement
1 SM Autovision Associate 1,00,,00,000/- Labour Charges Thetransactions are
Private Company Received in the ordinary
2 Limited 80,00,000/- Labour Charges Paid course of business
and at arm’s length
3 2,00,00,000/- Purchases and the duration
4 4,00,00,000/- Sales shall be for FY 2024-
5 Suvidh Partnership 2,00,00,000/- Sales 25
6 Engineering Firm in which 2,00,00,000/- Purchase
Industries directors are
partner
7 SM Autovision Associate 1,00,00,000/- Other development
Private Company and Per activities and
Limited and Partnership transaction exigencies
Suvidh Firm in which /-
Engineering directors are
Industries partner

#Pursuant to rule 6A of the Companies (Meetings of Board and its Powers) Rules, 2014, where Related
Party Transaction cannot be foreseen and transaction details are not available, Audit Committee may
grant omnibus approval for such transactions subject to their value not exceeding Rs. 1,00,00,000/-
(One Crore only) per transaction or such other limits prescribed by the Regulatory
authorities.Accordingly, the members are requested to give their approval for entering transaction as
other development activities and exigencies during the financial year 2024-25 within the specified
limit.

The audit committee has given a recommendation for ratification and approval for the above stated
related party transactions entered or to be entered during the financial year 2024-25.

Thus, in view of compliance with the with statutory requirements as per Section 188 of the
Companies Act, 2013 ratification and approval of the members for material related party transactions
entered into or to be entered is being sought by way of Ordinary Resolution.

Except Mr. Mukund Narayan Kulkarni,Mrs. Alka Mukund Kulkarni,Mr. Suresh Gunwant FegdeMr.
Jayant Suresh Fegde and their relatives are concerned and interested in financially or otherwise ,none
of directors and KMPs or their relatives are interested or concerned, financially or otherwise, in there
solution set out at item no. 4.

The Board recommends the Ordinary Resolution set out at Item No. 4 to the notice for approval of
Members.

26 | A n n u a l R e p o r t 2 0 2 3 - 2 4
ITEM NO. 5 - TO RE- APPOINT MR. MUKUND NARAYAN KULKARNIAS CHAIRMAN &
MANAGING DIRECTOR OF THE COMPANY

Mr. Mukund Narayan Kulkarni, bearing DIN: 00248797, was appointed as Chairman & Managing
Director of the Company for a period of 5 years from 10th December 2019 to 09th December 2024. Mr.
Mukund Narayan Kulkarni, aged 66 years is core promoter and director of company since its
inception and possesses immense knowledge and experience in the business activity of the
Company and will play important role in success of company in future thus Nomination and
Remuneration Committee and board of directors recommends to re- appoint him as Chairman and
Managing Director of the companyby passing special resolution under the provisions of Sections
196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 and the rules made
there under (including any statutory modification or re-enactment thereof) read with Schedule-V of
the Companies Act, 2013 and hence the matter is put for the approval of the Members of the
company at 18th Annual General meeting for re-appointment of Mr. Mukund Narayan Kulkarni for
further period of 5 years effective From 10th December 2024 to 09th December 2029 and for fixation
of his remuneration for period of 3 years i.e. effective from 10th December 2024 to 09th December
2027 within a tenure of his appointment.

Mr. Mukund Narayan Kulkarni will attain the age of 70 years on 08th August 2029, hence the
company seeks consent of the members by way of special resolution for continuation o f his holding
of existingoffice as Chairman & Managing Director after the age of 70 years during the currency of his
term of appointment under the provisions of Section 196(3) (a) of the Companies Act, 2013 and the
resolution for same is also included in the item No 5 of 18 thAnnual General Meeting and the Board
therefore recommends the Special Resolution for your approval.

This explanatory statement and the resolution at Item no. 5 may also be read and treated as disclosure
incompliance with the requirements of Section 190 of the Companies Act, 2013.

Following are the mandatory disclosures pursuant to provisions of Schedule V of the


Companies Act, 2013, to justify the Proposed appointment and remuneration paid to
Managing Director.

I. General Information:

Sr. Particulars Disclosures


No.
1. Nature of Industry The Company is in the business of manufacturing of Auto
Components.
2. Date of commencement of Company has been in the commercial production since its
commercial production inception.
3. In case of new companies,
expected date of The Company has ongoing business activity since its
commencement of activities as inception.
per project approved by

27 | A n n u a l R e p o r t 2 0 2 3 - 2 4
financial institutions appearing
in the prospectus
4. Financial performance based Particulars Amount in Rs.
on given indicators. For FY 23-24
Revenue from Operations 67,56,36,526
(Net)
Other Income 84,57,191
Total Expenditure 63,53,30,258
Net Profit Before Tax 4,91,40,864
5. Foreign investments or
N.A.
collaborators, if any

II. Information about the appointee:

1. Background details Mr. Mukund Narayan Kulkarni aged 64 years, is a


Diploma in Mechanical Engineering from
Maharashtra State Board of Technical Education and
has a rich experience of 42 years in Automotive &
Engineering Industry. Mr. Mukund Narayan
Kulkarni is the founder director of the Company and
looking after the operations and finance related
matters of the Company and execution of overseas
project.

Mr. Mukund Narayan Kulkarni, bearing DIN:


00248797, was appointed as Chairman & Managing
Director of the Company for a period of 5 years
from 10th December 2019 to 09th December 2024 and
his present tenure of 5 years is till the closing hours
of 09th December 2024, considering his invaluable
contribution to the growth of SM Group and to the
company and based on the recommendations of the
Nomination and Remuneration Committee the
Board of Directors in its Meeting held on 29th May
2024 given approval for re- appointment for another
term of 5 years, effective From 10thDecember 2024
to 09th December 2029 subject to approval of
members in their meeting by passing special
resolution.
2. Past remuneration Particulars FY23-24 FY 22-23 FY 21-22
Remuneration 54,00,000 54,00,000 35,10,000
Incentive if Nil Nil Nil
any
3. Job profile and his suitability As per point No IV
4. Remuneration proposed Rs.4,50,000/-p.m. with maximum set limit of Rs. 1

28 | A n n u a l R e p o r t 2 0 2 3 - 2 4
crore per annum for the period of 3 years ending on
10thDecember 2027 within the tenure of 5 years of
continuation of appointment.
5. Comparative remuneration Looking into his experience and expertise in the
profile with respect to industry, Industry, the Board of Directors of the Company
size of the company, profile of the decided for re-appointment Chairman and
position and person Managing Director of the Company. The
remuneration paid to him is reasonable considering
the prevailing emoluments in the industry for senior
management with similar qualifications and
experience.
6. Pecuniary relationship directly or Promoter, shareholder and holding 0.000730576 % of
indirectly with the Company, or the total paid up value of the Company as on date.
relationship with the managerial
personal, if any: Mrs Alka Mukund Kulkarni, Non-Executive director
is spouse of Mr. Mukund Narayan Kulkarni.

III. Other Information:

1. Reasons of loss or inadequate As per the management view the profits of the
profits and Steps taken or company seem inadequate for the payment of
proposed to be taken for Director’s remuneration under Section 197 of the
improvement Companies Act, 2013. Thus, the Company proposes
to pay the Director’s remuneration as per Item A of
Section II of Part II of the Schedule V of the
Companies Act, 2013.

The effective capital of the company as per the last


financial year ended on 31st March 2024 as below
as Annexure -1
2. Expected increase in productivity The company is taking various initiatives to
and profits in measurable terms maintain its leadership, improve market share and
financial performance.
It has been aggressively pursuing and
implementing its strategies to achieve desired
financial performance.

Effective capital calculation – Annexure -1


Particulars Amount
(F. Y. 2023-24)
Paid-up Share Capital (excluding Share Application Money/advance 13,68,78,320
against shares)
Share Premium -
Reserves and Surplus 3,33,08,262

29 | A n n u a l R e p o r t 2 0 2 3 - 2 4
(Excluding revaluation Reserve)
Long Term Loans (Secured Loan) 19,47,711
Deposits repayable after one year NA
(Excluding WC Loans, O/d, Interest thereon, BG & other short-term
arrangements)
GROSS TOTAL 17,21,34,293
(-) Investments 10,60,63,505
(-) Accumulated Losses -
(-) Preliminary Expenses not written off -
NET TOTAL 6,60,70,788

The details of the terms of re-appointment and remuneration payable to are given below:

1. Remuneration for the period of 3 years effective from


Tenure of Remuneration
10th December 2024 to 09th December 2027.

2. Salary inclusive of all allowances Remuneration of Rs 4,50,000/- per month which is


and incentives including basic salary, allowances, perquisites on
account of Provident Fund and other funds, Gratuity,
Leave Encashment, reimbursement of medical and
such other reimbursements as decided by the Board of
directors from time to time provided that overall and
total remuneration to be paid to as Managing Director
shall not exceed Rs.1 Crore (Rupees One Crores)per
annum in any financial year which is in excess of the
maximum permissible remuneration as specified in
Item A of Section II of Part II of the Schedule V of the
Companies Act, 2013 due to inadequacy of profits
within a period of 3 years from the date of his
appointment i.e. effective from 10th December 2024 to
09th December 2027.
3. Perquisites and Allowances in Perquisites shall be evaluated as per Income Tax Rule
addition to the salary wherever applicable and in the absence of any such
rule, Perquisites shall be evaluated at actual cost.
4. Retirement benefits A. Gratuity payable shall be in accordance with the
rules of Companies Act and Gratuity Rules.
B. Earned leave on full pay and allowances as per the
rules of the Company, leave accumulated shall be
encash able of Leave at this end of the tenure, will
not be included in the computation of the ceiling on
perquisites.
5. Other benefits A) The Director shall be entitled to reimbursement of
expenses like travelling, boarding and lodging and
communication expenses actually and properly
incurred during the course of doing legitimate business

30 | A n n u a l R e p o r t 2 0 2 3 - 2 4
of the company.
B)The Managing Directorshall be entitled to
performance linked bonus as may be decided by the
board of directors or Nomination remuneration
committee from year to year based on achievement and
his contribution towards profitability and overall
growth in the revenue to the company as the Board of
directors deem fit which will be over and above the
remuneration of Rs 4,50,000/-per month, but provided
that total remuneration including the performance
linked bonus paid in any financial year shall not exceed
the total and overall limit of Rs 1 Crore (Rupees One
Crores)per annum.
6. Minimum Remuneration The aggregate of the remuneration and perquisites as
aforesaid, in any financial year, shall not exceed the
maximum limit set out under Sections 197 and 198 read
with Schedule V and other applicable provisions of the
Companies Act, 2013 or any statutory modifications or
re-enactments thereof for the time being in force, or
otherwise as may be permissible at law. which is
approved by the members of the company.

Overall and total remuneration to be paid to as


Managing Director shall not exceed Rs.1 Crore
(Rupees One Crores) per annum in any financial year
which is in excess of the maximum permissible
remuneration as specified in Item A of Section II of Part
II of the Schedule V of the Companies Act, 2013 due to
inadequacy of profits within a period of 3 years from
the date of his appointment i.e. effective from 10th
December 2024 to 09th December 2027.

IV. Disclosures with regards to appointment of Directors as per Secretarial Standard on General
Meetings” (SS-2) and The Details required under Regulations 36(3) of The SEBI (Listing
Obligations and Disclosure Requirements)Regulations, 2015 as under

Particulars Comments
DIN No. 00248797
Date of Birth 08/08/1959
Date of Appointment on current 10th December, 2019
position
Qualification Diploma in Mechanical Engineering from Maharashtra
State Board of Technical Education
Expertise in specific functional Mr. Mukund Narayan Kulkarni aged 64 years, is a
areas Diploma in Mechanical Engineering from Maharashtra

31 | A n n u a l R e p o r t 2 0 2 3 - 2 4
State Board of Technical Education and has a rich
experience of 40 years in Automotive & Engineering
Industry. Mr. Mukund Narayan Kulkarni is the founder
director of the Company and looking after the operations
and finance related matters of the Company and
execution of overseas project.
List of other Companies in which 1. SM Autovision Private Limited
directorship is held as on date
Chairman/Member of Committee NA
of other Company
Shareholding in the company 100 number of Equity Shares (0.000730576 % of paid up
share capital)
No of meetings attended during 5 Board Meetings
the Financial year
Relationship with other directors Mrs Alka Mukund Kulkarni, Non-Executive director is
and key managerial personnel spouse of Mr. Mukund Narayan Kulkarni.
Terms and conditions of As per Point III.
appointment

Except Mr. Mukund Narayan Kulkarni, being Managing Director of the Company being appointee and
Mrs. Alka Mukund Kulkarni, Non-Executive Director of the Company being spouse of Mr. Mukund
Narayan Kulkarni, none other Directors, Key Managerial Personnel and their relatives are in any way
concerned or interested in resolution set out at Item No. 5 of the Notice.

The Board recommends the Special Resolution set out at Item No. 5 to the notice for approval of Members

ITEM NO. 6 - TO RE- APPOINTMR. SURESH GUNWANT FEGDE AS WHOLE-TIME


DIRECTOR OF THE COMPANY

Mr. Suresh Gunwant Fegde, bearing DIN: 00248850, was appointed as Wholetime Director of the
Company for a period of 5 years effective from 10th December 2019 to 09th December 2024. Mr.
Suresh Gunwant Fegde, aged 68 years is core promoter and director of company since its
inception and possesses immense knowledge and experience in the business activity of the
Company and will play important role in success of company in future thus Nomination and
Remuneration Committee and board of directors recommends to re- appoint him as Wholetime
Director of the company by passing special resolution under the provisions of Sections 196, 197, 198,
203 and other applicable provisions of the Companies Act, 2013 and the rules made there under
(including any statutory modification or re-enactment thereof) read with Schedule-V of the
Companies Act, 2013 and hence the matter is put for the approval of the Members of the company at
18th Annual General meeting for re-appointment of Mr. Suresh Gunwant Fegdefor further period of
5 years effective From 10thDecember 2024 to 09thDecember 2029and for fixation of his
remuneration for period of 3 years i.e. effective from10th December 2024 to 09th December 2027
within a tenure of his appointment.

32 | A n n u a l R e p o r t 2 0 2 3 - 2 4
Mr. Suresh Gunwant Fegde will attain the age of 70 years on 01st May 2027, hence the company
seeks consent of the members by way of special resolution for continuation of his holding of existing
office as whole time director after the age of 70 years during the currency of his term of appointment
under the provisions of Section 196 (3) (a) of the Companies Act, 2013 and the resolution for same is
also included in the ITEM no 6 of 18th Annual general meeting and the Board therefore recommends
the Special Resolutions for your approval.

This explanatory statement and the resolution at Item no. 6 may also be read and treated as disclosure
in compliance with the requirements of Section 190 of theCompanies Act, 2013.

Following are the mandatory disclosures pursuant to provisions of Schedule V of the


Companies Act, 2013, to justify the Proposed appointment and remuneration paid to
whole time Director.

I. General Information:

Sr. Particulars Disclosures


No.
6. Nature of Industry The Company is in the business of manufacturing of Auto
Components.
7. Date of commencement of Company has been in the commercial production since its
commercial production inception.
8. In case of new companies,
expected date of
commencement of activities as The Company has ongoing business activity since its
per project approved by inception.
financial institutions appearing
in the prospectus
9. Financial performance based Particulars Amount in Rs.
on given indicators. For FY 23-24
Revenue from Operations 67,56,36,526
(Net)
Other Income 84,57,191
Total Expenditure 63,53,30,258
Net Profit Before Tax 4,91,40,864
10. Foreign investments or
N.A.
collaborators, if any

II. Information about the appointee:

7. Background details Mr. Suresh Gunwant Fegde is Whole Time Director


and Promoter of our Company. He has been on the
Board since incorporation of the Company. He
completed his Industrial Training Course from
Industrial Training Institute, Nashik in the trade of

33 | A n n u a l R e p o r t 2 0 2 3 - 2 4
fitter in 1978. He has a work experience of around 41
years of which 23 years of experience is particularly
in Auto components stamping industry. He is
instrumental in guiding the team for tool design and
development of sheet metal components, technical
development, project monitoring and review. He
currently oversees and controls the overall
production and marketing function of our Company.

Mr. Suresh Gunwant Fegde, bearing DIN: 00248850,


was appointed as Wholetime Director of the
Company for a period of 5 years from 10th December
2019 to 09th December 2024 and his present tenure of
5 years is till the closing hours of 09th December 2024,
considering his invaluable contribution to the
growth of SM Group and to the company and based
on the recommendations of the Nomination and
Remuneration Committee the Board of Directors in
its Meeting held on 29th May 2024 given approval for
re- appointment for another term of 5 years, effective
From 10thDecember 2024 to 09th December 2029
subject to approval of members in their meeting by
passing special resolution.
8. Past remuneration Particulars FY23-24 FY 22-23 FY 21-22
Remuneration 54,00,000 54,00,000 35,10,000
Incentive if Nil Nil Nil
any
9. Job profile and his suitability As per point No IV
10.Remuneration proposed Rs.4,50,000/-p.m. with maximum set limit of Rs. 1
crore per annum for the period of 3 years ending on
10th December 2027 within the tenure of 5 years of
continuation of appointment.
11.Comparative remuneration Looking into his experience and expertise in the
profile with respect to industry, Industry, the Board of Directors of the Company
size of the company, profile of the decided for re-appointment Wholetime Diretor of
position and person the Company. The remuneration paid to him is
reasonable considering the prevailing emoluments in
the industry for senior management with similar
qualifications and experience.
12.Pecuniary relationship directly or Promoter, shareholder and holding 24.81% of the
indirectly with the Company, or total paid up value of the Company as on date.
relationship with the managerial
personal, if any: Mr. Jayant Suresh Fegde, Non-Executive director is
son ofMr. Suresh Gunwant Fegde.

34 | A n n u a l R e p o r t 2 0 2 3 - 2 4
III. Other Information:

1. Reasons of loss or inadequate As per the management view the profits of the
profits and Steps taken or company seem inadequate for the payment of
proposed to be taken for Director’s remuneration under Section 197 of the
improvement Companies Act, 2013. Thus, the Company proposes
to pay the Director’s remuneration as per Item A of
Section II of Part II of Schedule V of the Companies
Act, 2013.

The effective capital of the company as per the last


financial year ended on 31st March 2024 as below as
Annexure -1
2. Expected increase in productivity The company is taking various initiatives to
and profits in measurable terms maintain its leadership, improve market share and
financial performance.
It has been aggressively pursuing and
implementing its strategies to achieve desired
financial performance.

Effective capital calculation – Annexure -1


Particulars Amount
(F. Y. 2023-24)
Paid-up Share Capital (excluding Share Application Money/advance 13,68,78,320
against shares)
Share Premium -
Reserves and Surplus 3,33,08,262
(Excluding Revaluation Reserve)
Long Term Loans (Secured Loan) 19,47,711
Deposits repayable after one year NA
(Excluding WC Loans, O/d, Interest thereon, BG & other short-term
arrangements)
GROSS TOTAL 17,21,34,293
(-) Investments 10,60,63,505
(-) Accumulated Losses -
(-) Preliminary Expenses not written off -
NET TOTAL 6,60,70,788

The details of the terms of re-appointment and remuneration payable to are given below:

7. Tenure of Remuneration Remuneration for the period of 3 years effective from 10th
December 2024 to 9th December 2027.
8. Salary inclusive of all allowances Remuneration of Rs 4,50,000/- per month which is
and incentives including basic salary, allowances, perquisites on account

35 | A n n u a l R e p o r t 2 0 2 3 - 2 4
of Provident Fund and other funds, Gratuity, Leave
Encashment, reimbursement of medical and such other
reimbursements as decided by the Board of directors from
time to time provided that overall and total remuneration
to be paid to as whole time Director shall not exceed Rs.1
Crore (Rupees One Crores)per annum in any financial
year which is in excess of the maximum permissible
remuneration as specified in Item A of Section II of Part II
of the Schedule V of the Companies Act, 2013 due to
inadequacy of profits within a period of 3 years from the
date of his appointment i.e. Effective 10thDecember 2024
to 09th December 2027.
9. Perquisites and Allowances in Perquisites shall be evaluated as per Income Tax Rule
addition to the salary wherever applicable and in the absence of any such rule,
Perquisites shall be evaluated at actual cost.
10. Retirement benefits A. Gratuity payable shall be in accordance with the rules
of Companies Act and Gratuity Rules.
B. Earned leave on full pay and allowances as per the
rules of the Company, leave accumulated shall be
encash able of Leave at this end of the tenure, will not
be included in the computation of the ceiling on
perquisites.
11. Other benefits A) The Director shall be entitled to reimbursement of
expenses like travelling, boarding and lodging and
communication expenses actually and properly incurred
during the course of doing legitimate business of the
company.
B) The Wholetime Director shall be entitled to
performance linked bonus as may be decided by the
board of directors or Nomination remuneration
committee from year to year based on achievement and
his contribution towards profitability and overall growth
in the revenue to the company as the Board of directors
deem fit which will be over and above the remuneration
of Rs 4,50,000/-per month, but provided that total
remuneration including the performance linked bonus
paid in any financial year shall not exceed the total and
overall limit of Rs 1 Crore (Rupees One Crores)per
annum.
12. Minimum Remuneration The aggregate of the remuneration and perquisites as
aforesaid, in any financial year, shall not exceed the
maximum limit set out under Sections 197 and 198 read
with Schedule V and other applicable provisions of the
Companies Act, 2013 or any statutory modifications or re-
enactments thereof for the time being in force, or

36 | A n n u a l R e p o r t 2 0 2 3 - 2 4
otherwise as may be permissible at law. which is
approved by the members of the company.

Overall and total remuneration to be paid to as whole


time Director shall not exceed Rs.1 Crore (Rupees One
Crores) per annum in any financial year which is in excess
of the maximum permissible remuneration as specified in
Item A of Section II of Part II of the Schedule V of the
Companies Act, 2013due to inadequacy of profits within a
period of 3 years from the date of his appointment
i.e.effective from 10thDecember 2024 to 09thDecember
2027.

V. Disclosures with regards to appointment of Directors as per Secretarial Standard on General


Meetings” (SS-2) as under
Particulars Comments
DIN No. 00248850
Date of Birth 01/05/1957
Date of Appointment on current 10th December, 2019
position
Qualification Industrial Training completed from Industrial Training
Institute, Nashik
Expertise in specific functional Mr. Suresh Gunwant Fegde is Whole Time Director and
areas Promoter of our Company. He has been on the Board
since incorporation of the Company. He completed his
Industrial Training Course from Industrial Training
Institute, Nashik in the trade of fitter in 1978. He has a
work experience of around 41 years of which 23 years of
experience is particularly in Auto components stamping
industry. He is instrumental in guiding the team for tool
design and development of sheet metal components,
technical development, project monitoring and review.
He currently oversees and controls the overall
production and marketing function of our Company.
List of other Companies in which NA
directorship is held as on date
Chairman/Member of Committee NA
of other Company
Shareholding in the company 3396491 number of equity shares (24.81 % of paid-up
share capital of the Company)
No of meetings attended during 5 Board Meetings
the Financial year
Relationship with other directors Mr. Jayant Suresh Fegde, Non-Executive director is son
and key managerial personnel of Mr. Suresh Gunwant Fegde.

37 | A n n u a l R e p o r t 2 0 2 3 - 2 4
Terms and conditions of As per Point III.
appointment

Except Mr. Suresh Gunwant Fegde, being Wholetime Director of the Company and Mr. Jayant Suresh
Fegde, Non-Executive Director of the Company being son of Mr. Mr. Suresh Gunwant Fegde, none other
Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in
resolution set out at Item No. 6 of the Notice.

The Board recommends the Special Resolution set out at Item No. 6 to the notice for approval of Members.

ITEM NO 7 – TOAPPROVE RE- APPOINTMENT OF MR. SUNILKUMARSATYANARAIN


DAYAMA AS NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY

Pursuant to the Section 149, 150, 152 and any other applicable provisions of the Companies Act, 2013
(hereinafter referred to as the “Act”) and the Rules made thereunder [including any statutory
modification(s) or re-enactment thereof for the time being in force] read with Schedule IV to the
Companies Act, 2013 and the Articles of Association of the Company, Mr. SunilkumarSatyanarain
Dayamawho was appointed as Independent Non-Executive Director of the Company on 10th
December 2019 whose term of office will expire on 09TH December 2024. On the basis of
recommendation of nomination and remuneration committee, the Board of Directors has passed
resolution subject to approval of members of the company for re-appointment of Mr.
SunilkumarSatyanarain Dayama as an Independent Director of the Company for further term of 5
years on expiry of present term with effect from 10th December 2024 to 09th December 2029 on the
terms and conditions as set out in his appointment letter. Copy of the draft letter for appointment of
Mr. SunilkumarSatyanarain Dayama as an Independent Director setting out the terms and conditions
that are available for inspection by members at the Registered Office of the Company.

The Company has received declaration from Mr. Sunilkumar Satyanarain Dayama as that he meets
the criteria of independence, as prescribed, both under Section 149(6) of the Act and under Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Section 149 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules
2014, provides for appointment of Independent Directors. It is proposed to appoint as Mr. Sunilkumar
Satyanarain Dayama an Independent Director under Section 149 of the Act, to hold office for 5 (Five)
consecutive years with effect from 10th December 2024 to 09th December 2029,.

In the opinion of the Board, Mr. Sunilkumar Satyanarain Dayama fulfills the conditions for
appointment as an Independent Director, as specified in the Act, and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 as Mr. SunilkumarSatyanarain
Dayama is independent of the management.

Brief profile of Mr. Sunilkumar Satyanarain Dayama is enclosed and this Statement may also be
regarded as a disclosure under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

38 | A n n u a l R e p o r t 2 0 2 3 - 2 4
BRIEF PROFILE OF Dr.Sanjay Ramchandra Bhargave, (DIN:02235602):

Dr. Sanjay Ramchandra Bhargave is a Fellow Member of the Institute of Cost Accountants of India
having wide experience of more than 40 years in Cost Management, Cost Audit, Cost Reduction,
Indirect Taxation, Strategic Management, Budgeting, Materials Management, O&M, and
implementing advanced management techniques.

He has worked in senior positions in professionally managed companies. He is a practicing Cost


Accountant with a specialization in Indirect Taxes and Cost Reduction Techniques.

Considering the eligibility and experience of Dr. Sanjay Ramchandra Bhargave and the
recommendation given by the Nomination and Remuneration Committee for the regularisation of
Dr.Sanjay Ramchandra Bhargave as the Independent Director of the Company, the Board of Directors
recommend his appointment as an Independent Director not liable to retire by rotation by passing
Special Resolution.

None of the directors, KMPs, (except Mr. Sunilkumar Satyanarain Dayamathe extent of his
appointment as Independent Director) or their relatives are interested or concerned, financially or
otherwise, in the resolution set out at item no. 7.

The Board recommends the Special Resolution set out at Item No. 7 to the notice for approval of
Members.

Annexure-I
Disclosure pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015 and Secretarial Standard on General Meetings (SS-2)

Particulars of Director being appointed/reappointed at the ensuing Annual General Meeting

Particular Mr. Jayant Dr. Sanjay Mr. Suresh Gunwant Mr. Mukund
s Suresh Fegde Ramchandra Sunilkumar Fegde Narayan
Bhargave Satyanarain Kulkarni
Dayama

DIN 07193063 02235602 08492339 00248850 00248797

Age 39 Years 68 Years 68 years 67 Years 64 Years

Qualificati Masters in Tool Cost and Bachelor of Industrial Training Diploma in


on engineering from Management Engineering in completed from Mechanical
NTTF Bangalore Accountant, Production Industrial Training Engineering
Bachelor of Branch from Institute, Nashik from
Commerce, Bombay Maharashtra
Diploma in University in State Board of
taxation law 1979and Technical
and PH.D. (Tax Master of Education
Planning as a Management

39 | A n n u a l R e p o r t 2 0 2 3 - 2 4
Tool for Cost from Indian
Reduction with Institute of
a Special Technology
Emphasis on (IIT) Bombay
Central Excise in 2002.
and Service Tax)

Brief Mr. Jayant Suresh Dr. Sanjay Mr. Mr. Suresh Mr. Mukund
Profile Fegde aged 39 Ramchandra Sunilkumar Gunwant Fegde is Narayan
years, He has Bhargave is a Satyanarain Whole Time Kulkarni aged
Completed Fellow Member Dayama is a Director and 64 years, is a
Masters in Tool of the Institute graduate in Promoter of our Diploma in
engineering from of Cost Bachelor of Company. He has Mechanical
NTTF Accountants of Engineering been on the Board Engineering
Bangaloreand has India having [BE] since incorporation from
vast experience in wide experience (Production of the Company. Maharashtra
tool designing, of more than 40 Engineering) He has completed State Board of
tool room, years in Cost from VJTI his Industrial Technical
developing and Management, college in 1978 Training Course Education
controlling Cost Audit, Cost . He has also from Industrial and has a rich
engineering Reduction, done its Post Training Institute, experience of
systems in Indirect graduate from Nashik in the trade 40 years in
various Taxation, IIT Powai, of fitter in 1978. He Automotive &
automotive Strategic Mumbai in has a work Engineering
companies for 12 Management, “Master of experience of Industry. Mr.
years. He head Budgeting, Management” around 40 years of Mukund
SM auto stamping Materials in 2002. He has which 22 years of Narayan
Design& Management, more than 40 experience is Kulkarni is
Development O&M, and years of particularly in the founder
function. implementing experience in Auto components director of the
advanced auto component stamping industry. Company and
management industry. He is instrumental looking after
techniques. in guiding the the operations
team for tool and finance
design and related
He has worked development of matters of the
at senior sheet metal Company and
position in components, execution of
professionallym technical overseas
anaged development, project.
companies. He project monitoring
is a practicing and review. He
Cost Accountant currently oversees
with and controls the
specialization in overall production

40 | A n n u a l R e p o r t 2 0 2 3 - 2 4
Indirect Taxes and marketing
and Cost function of our
Reduction Company.
Techniques.

Other NA Genious NA NA SM
Directorsh Management Autovision
ip Cosultancy and Private
Services Private Limited
Limited

Genius Tax
Management
Private Limited

Terms and Mr. Jayant Suresh Dr. Sanjay Mr. Mr. Suresh Mr. Mukund
conditions Fegde shall work Ramchandra SunilkumarSat Gunwant Fegde Narayan
of as the Non- Bhargave shall yanarain shall work as the Kulkarni shall
appointme ExecutiveDirector work as an Dayama shall Wholetime work as the
nt/ of the Company Independent work as an Director of the Chairman
reappoint on mutually Director of the Independent Company on and Director
ment agreed terms and Company on Director of the mutually agreed of the
conditions. mutually agreed Company on terms and Company on
terms and mutually conditions. mutually
conditions. agreed terms agreed terms
and and
conditions. conditions.

Experienc 12+ years 40+ Years 40+ Years 40+ years 40+ years
e

Remunera Sitting Fees paid Sitting Fees paid Sitting Fees Rs 54,00,000/- Rs 54,00,000/-
tion for attending for attending paid for (During FY 23-24) (During
board and board and attending
FY 23-24)
committee committee board and
meetings meetings committee
meetings

Date of 22/07/2020 09/03/2023 10/12/2019 14/08/2006 14/08/2006


first
appointme
nt on the
Board

Shareholdi 100 Shares Nil Nil 3396491 (24.81%) 100 Equity


ng in the (0.0007%) Shares
Company (0.0007%)
as on

41 | A n n u a l R e p o r t 2 0 2 3 - 2 4
31stMarch,
2024.

Membersh NA NA NA NA NA
ip/
Chairman
ship of
Committe
es of other
Boards as
on
31stMarch,
2024.

42 | A n n u a l R e p o r t 2 0 2 3 - 2 4
DIRECTOR’S REPORT

To,
The Members,
SM Auto Stamping Limited

The Directors of your Company are pleased to present their 18th 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, 2024.

1. FINANCIAL HIGHLIGHTS:

The Financial Performance of the Company for the year ended 31st March, 2024, as compared to
the previous financial year is summarized as below:
(In Rupees) (In Rupees)
PARTICULARS 31.03.2024 31.03.2023
Revenue from Operation (Net) 67,56,36,526 68,66,32,860
Other Income 84,57,191 1,48,76,873
Total Revenue Income 68,40,93,717 70,15,09,733
Expenditure 63,53,30,258 65,75,19,086
Profit Before Tax 4,91,40,864 4,44,82,086
Profit After Tax 3,00,37,279 3,08,69,468

2. DIVINDEND:

Your directors regret not to propose final dividend for the Financial Year ended on 31st March,
2024.

3. SHARE CAPITAL:

A) Authorized Capital: The Authorized Share Capital of the Company is Rs. 16,50,00,000/-
consisting of 1,65,00,000 equity shares of Rs. 10/- each.

B) Issued, Subscribed and Paid-up Capital: The issued, subscribed and paid up share capital of the
Company is Rs. 13,68,78,320/- consisting of 1,36,87,832Equity Shares of Rs. 10/- each.

C) Buy Back of Shares –During the year the members of the company has approved and passed
through a postal ballot special resolution on 07th December 2023 for buy back of 600000 equity
shares at buy back price of Rs 60/- per shares on proportionate basis through stock exchange
mechanism for an aggregate amount not exceeding Rs. 3,60,00,000/- (Rupees Three Crore Sixty
Lakhs only using funds from securities premium account and free reserves of the company. The
company has completed the buyback process on 11th January 2024, and these bought back equity
shares were subsequently extinguished in accordance with the provisions of Companies Act 2013
resulting in reduction in paid up share capital of the company as mentioned below post
Completion of buy back.

Paid-Up Capital Before Extinguishment of Equity Shares 1,42,87,832


(In Shares)
Total No. of Equity Shares to be extinguished (Current 6,00,000
Securities)
Paid-Up Capital After Extinguishment of Equity Shares 1,36,87,832

43 | A n n u a l R e p o r t 2 0 2 3 - 2 4
(In Shares)

D) CAPTIAL STRUCTURE OF THE COMPANY PRE AND POST THE BUYBACK


(Equity shares have a face value of Rs.10 each)

Sr. Particulars Pre- Buyback of 6,00,000 Post Buyback of 6,00,000


No shares shares
No. of Amount No. of Amount
Equity Equity
Shares Shares
1. Authorized 1,65,00,000 16,50,00,000 1,65,00,000 16,50,00,000
Equity Capital
2. Issued, Subscribed 1,42,87,832 14,28,78,320 1,36,87,832 13,68,78,320
and Paid-up
Equity Share
capital

4. DEPOSITORY SYSTEM:

All the 1,36,87,832 Equity Shares of the Company are in dematerialized form as on 31 st March,
2024.

5. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134(1) (j) of the Companies Act 2013, the company has not
proposed to transfer any amount to general reserve account of the company during the year
under ended on 31st March 2024.

6. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:

During the financial year ended 31st March, 2024, 5(Five) Meetings of the Board of Directors of the
Company were held on 30th May, 2023, 1st September, 2023, 29th September, 2023, 6th November,
2023, 5th March 2024. The intervening gap between two meetings was within the period
prescribed by the Companies Act, 2013.

Name of Director Total Meetings Number of meetings % of attendance


entitled to attended by the to the meetings
attend during Directors during the held in
the Financial Financial Year Financial Year
Year 2023-24 2023-24 2023-24
Mr. Mukund Narayan 5 5 100.00
Kulkarni
Mrs. Alka Mukund Kulkarni 5 5 100.00
Mr. Suresh GunawantFegde 5 5 100.00
Mr. Jayant Suresh Fegde 5 5 100.00
Mr. SunilkumarDayama 5 5 100.00
Dr. Sanjay Ramchandra 5 5 100.00
Bhargave

44 | A n n u a l R e p o r t 2 0 2 3 - 2 4
7. COMMITTEES:

i. Audit Committee:

Pursuant to provisions of the Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted
an Audit Committee (“Audit Committee”). The Chairman of the Committee shall attend the
Annual General Meeting of our Company to furnish clarifications to the shareholders in any
matter relating to accounts.

The Audit Committee met 5 (Five) times during the financial year ended 31 stMarch, 2024 on 30th
May, 2023, 1st September, 2023, 29th September, 2023, 6th November, 2023, 5th March 2024 in
accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Composition of Audit Committee

Sr. No. Name Status in Committee


1 Mr. Mukund Narayan Chairman
Kulkarni*
2 Mr. Sunilkumar Satyanarain Member
Dayama
4 Dr. Sanjay Ramchandra Member
Bhargave

*Pursuant to provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure


Requirements) Regulations, 2015, the Chairperson of the Audit Committee shall be an
Independent Director however, the Company is listed on BSE SME Exchange and pursuant to the
provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, which stipulates that the compliance with the corporate governance
provisions shall not apply to a listed entity which has listed its specified securities on the SME
Exchange hence, Mr. Mukund Narayan Kulkarni is the Chairman of the Audit Committee.

Name of Director Total Meetings Number of meetings % of attendance


entitled to attended by the to the meetings
attend during members during the held in
the Financial Financial Year Financial Year
Year 2023-24 2023-24 2023-24
Mr. Mukund Narayan 5 5 100.00
Kulkarni
Mr. SunilkumarDayama 5 5 100.00
Dr. Sanjay Ramchandra 5 5 100.00
Bhargave
The term of reference of Audit Committee is as below:

1. Oversight of the Company's financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors

45 | A n n u a l R e p o r t 2 0 2 3 - 2 4
4. Reviewing, with the management, the annual financial statements before submission to the
board for approval, with particular reference to:
i. Matters required to be included in the Director's Responsibility Statement to be included
in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies
Act, 2013;
ii. Changes, if any, in accounting policies and practices and reasons for the same;
iii. Major accounting entries involving estimates based on the exercise of judgment by
management;
iv. Significant adjustments made in the financial statements arising out of audit findings;
v. Compliance with listing and other legal requirements relating to financial statements;
vi. Disclosure of any related party transactions;
vii. Qualifications in the draft audit report.
5. Reviewing, with the management, the half yearly financial statements before submission to
the board for approval.
6. Reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document/Draft Prospectus/ Prospectus /notice
and the report submitted by the monitoring agency monitoring the utilization of proceeds of a
public or rights issue, and making appropriate recommendations to the Board to take up steps
in this matter.
7. Review and monitor the auditor’s independence, performance and effectiveness of audit
process.
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy
of the internal control systems
13. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit.
14. Discussion with internal auditors any significant findings and follow up there on.
15. Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board.
16. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern.
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non payment of declared dividends) and creditors.
18. To oversee and review the functioning of the vigil mechanism which shall provide for
adequate safeguards against victimization of employees and directors who avail of the vigil
mechanism and also provide for direct access to the Chairperson of the Audit Committee in
appropriate and exceptional cases.
19. Call for comments of the auditors about internal control systems, scope of audit including the
observations of the auditor and review of the financial statements before submission to the
Board;
20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications,
experience & background, etc. of the candidate.
21. To investigate any other matters referred to by the Board of Directors;
22. Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee.

46 | A n n u a l R e p o r t 2 0 2 3 - 2 4
ii. Nomination and Remuneration Committee:

Pursuant to the provisions of the Section 178 of the Companies Act, 2013 and also to comply with
Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board has constituted Nomination and Remuneration Committee. (“NRC”)

The Nomination and Remuneration Committee met 2 (Two) times during the financial year
ended 31st March 2024 on 1st September, 2023 and 5th March 2024 in accordance with the
provisions of the Companies Act, 2013 and rules made thereunder.

Composition of Nomination and Remuneration Committee

Sr. No. Name Status in Committee


1 Mr. Sunilkumar Satyanarain Chairman
Dayama
2 Mrs. Alka Mukund Kulkarni Member
3 Dr. Sanjay Ramchandra Member
Bhargave

Name of Director Total Meetings Number of meetings % of attendance


entitled to attended by the to the meetings
attend during members during the held in
the Financial Financial Year Financial Year
Year 2023-24 2023-24 2023-24
Mr. Sunilkumar Satyanarain 2 2 100.00
Dayama
Mrs. Alka Mukund Kulkarni 2 2 100.00
Dr. Sanjay Ramchandra 2 2 100.00
Bhargave

The term of reference of Nomination & Remuneration Committee is as below:

1. Formulation of the criteria for determining qualifications, positive attributes and


independence of a director and recommend to the Board a policy relating to the level and
composition of remuneration of the directors, key managerial personnel and other employees;
2. Formulation of criteria for evaluation of independent directors and the Board;
3. To ensure that the relationship of remuneration to performance is clear and meets appropriate
performance benchmarks;
4. Devising a policy on Board diversity; and
5. Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the Board
their appointment and removal.

The Remuneration Policy of the Company is available on the website of the Company at the
linkhttps://www.smautostamping.com/investors.html

iii.Corporate Social Responsibility Committee:

47 | A n n u a l R e p o r t 2 0 2 3 - 2 4
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”).

iv. Stakeholders Relationship Committee:

Pursuant to the provisions of the Section 178 of the Companies Act, 2013 and Regulations of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a
Stakeholders Relationship Committee. (“SRC”)

The Stakeholders Relationship Committee met 2 (Two) times during the financial year ended 31 st
March, 2024 on 6th November, 2023 and 5th March 2024, in accordance with the provisions of the
Companies Act, 2013 and rules made thereunder.

Composition of Stakeholders Relationship Committee

Sr. No. Name Status in Committee


1 Mr. Jayant Suresh Fegde Chairman
2 Mrs. Alka Mukund Kulkarni Member
3 Mr. Sunilkumar Satyanarain Member
Dayama

Name of Director Total Meetings Number of meetings % of attendance


entitled to attended by the to the meetings
attend during members during the held in
the Financial Financial Year Financial Year
Year 2023-24 2023-24 2023-24
Mr. Jayant Suresh Fegde 2 2 100.00
Mrs. Alka Mukund Kulkarni 2 2 100.00
Mr. Sunilkumar Satyanarain 2 2 100.00
Dayama
The term of reference of Stakeholders Relationship Committee is as below:

1. Efficient transfer of shares; including review of cases for refusal of transfer/ transmission
of shares and debentures;
2. Redressal of security holder’s / investor’s complaints Efficient transfer of shares;
including review of cases for refusal of transfer / transmission of shares and debentures;
3. Reviewing on a periodic basis the approval / refusal of transfer or transmission of shares,
debentures or any other securities;
4. Issue of duplicate certificates and new certificates on split/consolidation/renewal;
5. Allotment and listing of shares;
6. Reference to statutory and regulatory authorities regarding investor grievances; and
7. To otherwise ensure proper and timely attendance and redressal of investor queries and
grievances;
8. Any other power specifically assigned by the Board of Directors of the Company.

8. THE SUMMARY OF OPERATION IS AS UNDER: -

During the year under review, your Company has achieved total revenue from operations of Rs.
67,56,36,526/- as compared to Rs. 68,66,32,860/- in the Previous Year. After providing for taxes

48 | A n n u a l R e p o r t 2 0 2 3 - 2 4
and other adjustments, Profit after tax is Rs.3,00,37,279 as compared to Rs. 3,08,69,468/- during
the Previous Year.

9. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

During the year under review, no material changes and commitments which could affect the
Company’s financial position have occurred between the end of the financial year of the
Company and date of this report.

10. LOANS, GUARANTEES AND INVESTMENTS:

Full particulars of investments, loans, guarantees and securities covered under Section 186 of the
Companies Act 2013 provided during the financial year under review has been furnished in the
Notes to Accounts which forms part of the financials of the Company.

Particulars Amount Involved(in Rs.)


Unsecured Loan given Nil
Investment Made Nil
Guarantee Provided 2,50,00,000/-

11. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual
Return for the Financial year ended 31st March, 2024 made under the provisions of Section 92(3)
of the Act, and also considering the amendment of Rule 12 of Companies (Management and
Administration) Rules, 2014 by MCA, wherein, instead of attaching an extract of annual return
(to be prepared in Form MGT-9) to the Directors’ Report, the Company can host a copy of annual
return on the website, if any of the Company and a web link of the same to be given in the
Directors’ Report and same has been placed on the web link viz
https://www.smautostamping.com/investors.html on the website of the Company post AGM.

12. 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.

13. 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 and Regulation 22 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, 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 Chairman 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.

The Vigil Mechanism Policy of the Company is available on the website of the Company at
thehttps://www.smautostamping.com/investors.html

49 | A n n u a l R e p o r t 2 0 2 3 - 2 4
14. RELATED PARTY TRANSACTIONS:

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.
Further, none of these Contracts / Arrangements / Transactions with Related Parties could be
considered material in nature as per the thresholds given in Rule 15(3) of the Companies
(Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in
this regard. The details are disclosed in Form AOC-2 which is annexed as Annexure-II to this
report.

15. DEPOSITS FROM PUBLIC:

During the year under review, the Company has not accepted or renewed any amount falling
within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with
the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. 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.

16. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

Our Company does not have any subsidiaries or joint ventures as on 31st March, 2024, as defined
under Companies Act, 2013 therefore, no such information is required to be furnished.

The Company do have following Associate Company as on 31 st March, 2024:

SM Autovision Private Limited (CIN: U29253MH2012PTC227990) the Company holds 48%


shareholding in its Associate Entity as on 31st March, 2024.

The performance and financial position / salient features of the financial statement of the
Associate, for the Financial Year ended 31stMarch 2024, during the year under review, is given in
Form AOC-1 and is attached and marked as Annexure-I and forms part of this Report.

17. AUDITOR:

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) as the Statutory Auditors of the Company to hold office
until the conclusion of the Annual General Meeting to be held for thefinancialyear2024-25.

18. AUDITORS REPORT:

The Auditors Report on the Audited Financial Statement of the Company for the year ended
31stMarch, 2024,contains the following observations in the other matter and Companies (Auditor’s
Report) Order, 2020, “CARO Report”.

50 | A n n u a l R e p o r t 2 0 2 3 - 2 4
Comments of auditor Comments of the board
Standalone
(b) Emphasis of matter in audit report As explained in the Notes to Account No 26
The company has changed depreciation of financial statement prior period items of
method for intangible assets from Written Financial statement under / over charge of
Down Value to Straight Line Method. The depreciation in preceding years has been
difference in depreciation of earlier years given effect in FY 2023-24.
isrecorded as prior period items. However, in
case if the life of the asset was over inearlier
years, balance has been written off.

Also for tangible assets, if the life of the assets


was over in earlier years and writtendown
value was not up to the salvage value then
excess balance above salvage value hasbeen
written off in the current financial year.
(c) Emphasis of matter in audit The process of buy back is related to capital
Note 3 to the financial statements states that arrangement hence in view of management
the company has exercised the buyback of all the expenses connected with buy back as
shares during the year of 6,00,000 shares of capital item and hence capitalized and
Rs.60/- per share. The expenditure debited to Reserves and Surplus Account.
ofRs.19,04,908/- incurred on account of
buyback of shares are debited to Reserves and
Surplus Account.
Point no 4 of Audit report. The company has maintained the accounts
a. Based on our examination; the company has in accounting software with edit log facility
used accounting software for as at 31st March 2024.
maintaining its books of accounts which has a
feature of recording audit trail In view of management the payroll records
(edit log) facility except in respect of are maintained in separate software,
maintenance of Purchase Order records namely Pamsoft software and while closing
wherein the accounting software did not have balances of payroll are entered in the
the audit trail feature enabled accounting software and the comment is
throughout the year. related with different allied software.
b. Also we were not able to access the edit log
facility for accounting master data. In
view of this we are not able to give any
comment whether the audit trail feature
was available and enabled throughout the year
for this function.
c. The payroll records maintained by the
company through Pamsoft software did
not have audit trail feature throughout the year.
d. 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.
e. This is the first year of applicability of this
feature, therefore, we have not
verified retention of this log of Financial Year

51 | A n n u a l R e p o r t 2 0 2 3 - 2 4
2022-23.
Consolidated
The company has changed depreciation As explained in the Notes to Account No 26
method for intangible assets from Written of financial statement prior period items of
Down Value to Straight Line Method. The Financial statement under / over charge of
difference in depreciation of earlier years is depreciation in preceding years has been
recorded as prior period items. However, in given effect in FY 2023-24.
case if the life of the asset was over in earlier
years, balance has been written off.
We did not audit the financial information of This is a disclaimer point no further
Associate company included in the explanation is required on the same as the
Consolidated financial statements of the this point is self-explanatory.
company, The financial information of this
associate company has been audited by the
other auditor whose report has been furnished
to us, and our opinion in so far as it relates to the
amounts and disclosures included in respect of
this Associate company, is based solely on the
report of such auditor.
a. Based on our examination, the company has The company has maintained the account in
used accounting software for accounting software with edit log facility as
maintaining its books of accounts which has a at 31st March 2024.
feature of recording audit trail
(edit log) facility except in respect of In view of management the payroll records
maintenance of Purchase Order records are maintained in separate software,
wherein the accounting software did not have namely Pamsoft software and while closing
the audit trail feature enabled balances of payroll are entered in the
throughout the year. accounting software and the comment is
b. Also we were not able to access edit log related with different allied software.
facility for accounting master data. In
view of this we are not able to give any
comment whether the audit trail feature
was available and enabled throughout the year
for this function.
c. The payroll records maintained by the
company through Pamsoft software did
not have audit trail feature throughout the year.
d. 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.
e. This is the first year of applicability of this
feature, therefore, we have not
verified retention of this log of Financial Year
2022-23.
Points observed in Companies (Auditor’s Report) Order, 2020, “CARO Report”

Particulars of other matter Explanation by Board


(i) (a) (a)The Company is under the process of The Company is in the process to streamline the
maintaining proper records showing full existing systems with regard to maintenance of
particulars, including quantitative details and particulars of property, plant and equipment,

52 | A n n u a l R e p o r t 2 0 2 3 - 2 4
situation of property, plant and equipment and hence, this point is self-explanatory.
investment properties.
(i) (a) (b)The company is in the process of This point is self-explanatory.
maintaining proper records showing full
particulars of intangible assets.
(i) (a) (c) The title deeds of immovable The explanation was given to the auditor and
properties of land and buildings as disclosed same was mentioned as reason for not being
inthe financial Statements, are held in the held in name of company at relevant point .
name of S M Auto Stamping Pvt. Ltd.as SM
Auto Stamping Limited is formed after
conversion of private limited topublic limited
company due to which title deeds of
immovable property are in the name of Private
limited company. The Maharashtra Industrial
Development Corporation, Regional Office –
Nashik wide letter no.
MIDC/RO(NSK)/AMB/LMS-319/B61342
dated 29/07/2020 have communicated the
consent for change of name from M/S SM
Auto Stampings Private Limited to M/S. SM
Auto Stamping Limited.
(ii) (b) According to the information and This is in the normal course of activity, while
explanations given to us and on the basis of submitting stock statements to the Bank.
our examination of the records of the The management has represented that, error in
Company, the Company has been sanctioned Applying rate for valuation to certain items of
working capital limits in excess of five crore inventory and error in ERP report resulted in
rupees, in aggregate, from banks or financial incorrect reporting.
institutions on the basis of security of current The explanation was given to the auditor and
assets. In our opinion, the monthly returns or same was mentioned as reason for Difference at
statements filed by the Company with such relevant point.
banks or financial institutions are not in
agreement with the books of account
In our opinion, the Company is regular in Company has submitted the Return ESR and
depositing statutory dues including Provident paid the ESIC amount before 15th November,
fund, Profession tax, Income tax, Duty of 2023 which Payable for the month of October
customs, Employees’ State Insurance, Goods 2023, But due to some inadvertent clerical error,
and Service tax, Cess and other material the deduction of Rs.923 of one employee which
statutory dues with the appropriate was due for that month was not deducted and
authorities. Except in case of ESIC Payable for payment was made on 26th December 2023.
the month of October 2023, deduction of
Rs.923 of one employee which was due for The explanation was given to the auditor and the
payment on 15th November 2023 was actually same was mentioned as remark at relevant point.
paid on 26th December 2023.
There were no undisputed amounts payable in
respect of Provident fund,Profession tax,
Income-tax, Employees’ State Insurance, Duty
of Customs, Goods and Service tax, Cess and
other material statutory dues were in arrears
as at March 31, 2024 for a period of more than
six months from the date they became payable.

53 | A n n u a l R e p o r t 2 0 2 3 - 2 4
19. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, CS Sujata R.Rajebahadur,
(FCS 5728), 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 2023-24.

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 2024, issued by Secretarial
Auditor, does not contain any qualification, reservation or adverse remark.

20. INTERNAL AUDITOR:

Pursuant to the provision of Section 138 of the Companies Act, 2013 the Company has appointed
Archana Pathak & Associates, Chartered Accountants, (FRN: 137596W) as the Internal Auditor of
the Company for Financial Year 2023-24 and the management of the Company has received
Internal Audit Report for Financial Year 2023-24 and adopted by Board of Directors of the
Company in their meeting held on 29th May 2024.

21. DISCLOSURE FOR MAINTENANCE OF COST RECORD AS SPECIFIED UNDER SUB-


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.

22. DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:

In terms of the provisions of section 134 (3)(ca) of the Companies Act, 2013, there were no frauds
committed against the Company and persons who are reportable under section 141(12) by the
Auditors to the Central Government. Also, there were no non-reportable frauds during the year
2023-24.

23. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors
confirm that: -

i. in the preparation of the annual accounts for the financial year 2023-24, 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.

54 | A n n u a l R e p o r t 2 0 2 3 - 2 4
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.

24. 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 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.

25. 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 and
risk Management is the process of identification, assessment and prioritization of risks followed
by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact
of unfortunate events or to maximize the realization of opportunities. 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.html

26. 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.

27. 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. Name of Directors DIN Designation


No.

55 | A n n u a l R e p o r t 2 0 2 3 - 2 4
1 Mr. Mukund Narayan Kulkarni 00248797 Chairman 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. Sunilkumar Dayama 08492339 Independent Director
6 Dr. Sanjay Ramchandra Bhargave 02235602 Additional Non Executive
Independent Director

b. Appointment / Cessation / Change in designation of Director during year under review:

Sr. Name of Director’s Nature of Date of


No. and KMPs Change appointment/resignation

1. Dr. Sanjay Ramchandra Bhargave * Re- appointed 08.03.2024


as an Additional
Non-Executive
Independent
Director

* Term of Dr. Sanjay Ramchandra Bhargave as Independent Director was upto 08/03/2024 he has
been reappointed as Additional Nonexecutive Independent Director w.e.f. 08/03/2024 for further
period of four year till 07/03/2028

c. Appointment of Directors Retirement by Rotation:

In accordance with the provisions of Companies Act, 2013 and Article of Association of the
Company, Mr. Jayant Suresh Fegde(DIN:07193063) proposed to be retired by rotation at the
ensuing Annual General Meeting and being eligible offer himself for re-appointment.

KEY MANAGERIAL PERSONNEL

Sr. Name Designation


No.
1 Mr. Akash Jagnani* Company Secretary & Compliance Officer
2 Mr. Suresh Govind Jagdale Chief Financial Officer
3 Mr. Pawan Mahajan** Company Secretary & Compliance Officer

*Resigned as the Company Secretary & Compliance Officer of the Company w.e.f 14th August,
2023.
**Appointed as the Company Secretary & Compliance Officer of the Company w.e.f1 st
September, 2023.

28. 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) & 25(8) 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.

56 | A n n u a l R e p o r t 2 0 2 3 - 2 4
29. REMUNERATION/ COMMISSION DRAWN FROM HOLDING/SUBSIDIARY COMPANY:

The Company does not have any Holding Company and Subsidiary Company.

30. 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.

31. 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 asAnnexure-V.

32. 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.

33. 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).

34. 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.

35. 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.html

Annual Report on Sexual Harassment Policy for the period 1st April, 2023 to 31st March, 2024, is
annexed to the Board’s Report as Annexure VIII.

36. CODE OF CONDUCT:

57 | A n n u a l R e p o r t 2 0 2 3 - 2 4
According to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, 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.

37. 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.

38. 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.

39. 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.

40. 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.

Hence no Corporate Governance Report is required to be annexed with Annual Report.

41. 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.

42. UNSECURED LOAN:

Pursuant to Rule 2(c) (viii) of Companies (Acceptance of Deposits) Rule 2014 the company has
not accepted unsecured loan form Directors.

58 | A n n u a l R e p o r t 2 0 2 3 - 2 4
43. 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 Chairman 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 chairman 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 Chairman was evaluated, taking into account the views of the Executive
Director by the Independent Directors at their separate meeting held on5th March, 2024.

44. 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. Suresh Jagdale, Chief Financial Officer (CFO) of
the Company. The same is enclosed as Annexure VII of the Board’s Report.

45. 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
Debenture) Rules, 2014 is furnished.

46. 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 Debenture) Rules, 2014 is furnished.

47. 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 Debenture) Rules, 2014 is furnished.

48. 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.

49. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR ALONG WITH

59 | A n n u a l R e p o r t 2 0 2 3 - 2 4
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR AND THE DETAILS OF
DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016,and no instance of one time settlement occurred during
the year.
50. 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/- Sd/-
Mr. Mukund Narayan Kulkarni Mr. Suresh GunwantFegde
Chairman And Managing Director Whole Time Director
DIN: 00248797 DIN: 00248850
Address: Alkund Banglow, Krishna Colony Address: No. 9, Jay Ambe Colony Shivaji
Shivaji Nagar,Jail Road, Nashik Road Nashik Nagar, Jail Road, Nashik Road Nashik 422101
422101

Date: 29th May, 2024


Place: Nashik

60 | A n n u a l R e p o r t 2 0 2 3 - 2 4
Annexure-I

Form AOC - I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies
(Accounts) Rules, 2014)

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF


SUBSIDIARIES

PART “A”: Subsidiaries

Sr. Particulars Name of the


No. Subsidiary
1 Name of the subsidiary/Joint Venture/Associate Companies NA

2 Reporting period for the subsidiary concerned, if different from the


holding company’s reporting period
3 Reporting currency and Exchange rate as on the last date of the
relevant Financial Year in the case of foreign subsidiaries.
4 Share capital
5 Reserves and Surplus
6 Total Assets
7 Total Liabilities
8 Investments
9 Turnover
10 Profit before taxation
11 Provision for taxation
12 Profit after taxation
13 Proposed Dividend
14 % of shareholding

Notes:
1. Names of subsidiaries which are yet to commence operations: NIL
2. Names of subsidiaries which have been liquidated or sold during the year: NIL

61 | A n n u a l R e p o r t 2 0 2 3 - 2 4
Part “B”: Associates and Joint Ventures
(Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies
and Joint Ventures)

Particulars Name
1. Name of Associates/Joint Ventures SM Autovision Private Limited
2. Latest audited Balance Sheet Date 31st March, 2024
3. Shares of Associate/Joint Ventures held by the company
on the year end (in numbers)
i. Number 41, 02,154 (48%) Equity Shares and
9,05,318 (100%) Non Cumulative
Participating and Optionally
Convertible Preference Shares.
ii. Amount of Investment in Associates/ Joint Rs. 10,55,38,180/-
Venture As per Standalone Financial
Statements of SM Auto Stamping:
Investment in equity shares = Rs
3,59,60,369/-
Investment in preference shares = Rs
6,95,77,811/-
iii. Extent of Holding % Equity Shares: 48%
Preference Shares: 100%
4. Description of how there is significant influence SM Auto Stamping Limited holds
more than 20% of voting power in SM
Autovision Private Limited, which is
significant influence pursuant to
Section 2(6) of the Companies Act,
2013.
5. Reason why the associate/joint venture is not The accounts of Associate company
consolidated are consolidated.

6. Networth attributable to Shareholding as per latest 5,64,47,844/-


audited Balance Sheet
7. Profit for the year
i. Considered in Consolidation 56,20,737/-
ii. Not Considered in Consolidation 60,89,131/-

62 | A n n u a l R e p o r t 2 0 2 3 - 2 4
Notes:
1. Names of associates or joint ventures which are yet to commence operations: NIL
2. Names of associates or joint ventures which have been liquidated or sold during the year: NIL

FOR SM AUTO STAMPING LIMITED

Sd/- Sd/-
Mr. Mukund Narayan Kulkarni Mr. Suresh Gunwant Fegde
Chairman and Managing Director Whole Time Director
DIN: 00248797 DIN: 00248850

Sd/- Sd/-
Mr. Suresh Jagdale Mr. Pawan Mahajan
Chief Financial Officer Company Secretary

For S.R. Rahalkar& Associates


Chartered Accountants
FRN 108283W

Sd/-
S.R. Rahalkar
Partner
Membership No: 14509
Date: 29thMay, 2024
Place: Nashik

63 | A n n u a l R e p o r t 2 0 2 3 - 2 4
ANNEXURE – II

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014) Form for Disclosure of particulars of contracts/arrangements entered into by
the Company with related parties referred to in sub section (1) of section 188 of the Companies Act,
2013 including certain arm’s length transaction under third proviso is given below:

1. Details of contracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered in to during the year ended
31stMarch, 2024, which were not at arm’s length Basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis:

Name of the related Nature of Nature of Duration Salient terms of Date(s) Amo
party relationship contracts/arra of the the contracts or of unt
ngements/ contracts/a arrangements approva paid
transactions rrangemen Or transactions l by the as
ts/transacti including the shareho adva
ons value, if any: lder/me nces
mber, if , if
any: any:
Mr. Suresh Fegde WholetimeDi Remuneration FY 2023-24 Remuneration: Rs. - -
rector 54,00,000

Mr. Mukund Managing Remuneration FY 2023-24 Remuneration: - -


Kulkarni Director Rs.54,00,000 -/-

Mrs. Alka Mukund Non Remuneration FY 2023-24 Remuneration: Rs.


Kulkarni Executive 15,00,000/-
Director
Mr. Suresh Jagdale Chief Remuneration FY 2023-24 Remuneration: Rs. - -
Financial 5,39,400/-
Officer
Pawan Mahajan** Company Remuneration FY 2023-24 Remuneration: Rs.
Secretary 3,42,811/-

SM Auto Vision Associate Labour FY 2023-24 5,33.31,789/- Note 1 -


Private Limited Company Charges
Received,Lab
our charges
paid
Purchases,
Sales, Capital
Sale
Suvidh Engineering Partnership Labour FY 2023-24 1,34,91,329/- Note 1
Industries Firm in Charges
which Received,
directors are Labour
partner charges paid

64 | A n n u a l R e p o r t 2 0 2 3 - 2 4
Purchases,
Sales

*Appointed as the Company Secretary & Compliance Officer of the Company w.e.f 1st September
2023.

Note No: -1
a) The value of services rendered with related party is less than 10% of its annual total turnover for
FY 2023-24and hence not material in nature.
b) The transaction is not prejudicial for interest of shareholders of company and enteredon arm's
length basis in the ordinary course of business
c) The transactions are done in ordinary course of business and at arm’s length basis hence Section
188 is not applicable.

For and on behalf of Board of Directors of


FOR SM Auto Stamping Limited

Sd/- Sd/-
Mr. Mukund Narayan Kulkarni Mr. Suresh Gunwant Fegde
Chairman and Managing Director Whole Time Director
DIN: 00248797 DIN: 00248850
Address:Alkund Banglow, Krishna Colony Address: No. 9, Jay Ambe Colony Shivaji
Shivaji Nagar,Jail Road, Nashik Road Nashik Nagar, Jail Road, Nashik Road Nashik 422101
422101

Date: 29th May, 2024


Place: Nashik

65 | A n n u a l R e p o r t 2 0 2 3 - 2 4
Annexure-III
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2024
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
SM AUTO STAMPING LIMITED
CIN: L27109MH2006PLC163789
J-41, MIDC AMBAD NASHIK MH 422010

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by SM AUTO STAMPING LIMITED (Hereinafter called “the
Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on my verification of the Company’s books, papers, minutes book, forms and returns filed and
other records maintained by the Company and also the information provided by the Company, its
officers, agents and authorised representatives during the conduct of secretarial audit, I hereby report
that in my opinion, the Company has, during the audit period covering the Financial Year ended 31st
March 2024, complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and Compliance- mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records
maintained by the Company for the financial year ended on 31st March 2024, according to the
provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the
extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings [Not Applicable]

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 (‘SEBI Act’):-

a. The Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;

66 | A n n u a l R e p o r t 2 0 2 3 - 2 4
d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India
(Share Based Employee Benefits) Regulations, 2014[Not applicable to the Company during the
audit period];

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client [Not Applicable as the
Company is not registered as Registrar to Issue and Share Transfer Agent during the
Financial year under review];

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009
[Not Applicable as there was no reportable event during the period under review];

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018.

(vi) There are no laws which specifically apply to the type of activities undertaken by the Company.

The Company has complied with the provisions of Act, Rules, Regulations Guidelines, etc. mentioned
above.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings
(SS-2) issued by The Institute of Company Secretaries of India;
(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Listing
Agreement entered into by the Company with Bombay Stock Exchange (SME Platform).
(iii) Reg 3(5) and Reg 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 which inter alia required SDD to be maintained by the Company.

During the period under review the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. Mentioned above.

We further report that:-


 The Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors, Independent Directors and a Woman Director. Changes in
the composition of Board of Directors that took place during the year under review were
carried out in compliance with the provisions of the Act

 Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed
notes on agenda were sent seven days in advance and a system exists for seeking and
obtaining further information and clarifications on the agenda items before the meeting and
for meaningful participation at the meeting;

 All the decisions of the Board and Committees thereof were carried out with requisite
majority;

We further report that based on review of compliance mechanism established by the Company and
taken on record by the Board of Directors at their meeting(s), we are of the opinion that there are
adequate systems and processes in place in the Company which is Commensurate with the size and

67 | A n n u a l R e p o r t 2 0 2 3 - 2 4
operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations
and guidelines:-

 As informed, the Company has not received any notice from any statutory/ regulatory
authorities except notice for initiating actions for corrective measures, wherever found
necessary and which have been duly replied by the Company.

We further report that during the audit period, the Company has completed a buyback of its shares in
pursuance of the applicable laws and rules made therunder. Other than this, there were no specific
events/actions having a major bearing on Company’s affairs in pursuance of the above-referred laws,
rules, regulations, guidelines, standards, etc.

Sd/-
Sujata R. Rajebahadur
Company Secretary
FCS 5728, C.P No. 4241
UDIN: F005728F000376219

Date: 15 May 2024

Place: Nashik

68 | A n n u a l R e p o r t 2 0 2 3 - 2 4
Date: 15 May 2024

To,
The Members,
SM AUTO STAMPING LIMITED
CIN: L27109MH2006PLC163789
J-41, MIDC AMBAD NASHIK MH 422010

Our Secretarial Audit Report of even date, for the financial year 2023-24 is to be read along with this
letter.

Management’s Responsibility

1. It is the responsibility of the Management of the Company to maintain secretarial records, devise
proper systems to ensure compliance with the provisions of all applicable laws and regulations and to
ensure that the systems are adequate and operate effectively.

Auditor’s Responsibility

2. Our responsibility is to express an opinion on these secretarial records, standards and procedures
followed by the Company with respect to secretarial compliances.

3. We believe that audit evidence and information obtained from the Company’s management is
adequate and appropriate for us to provide a basis for our opinion.

4. Wherever required, we have obtained the management’s representation about the compliance of
laws, rules, and regulations and happening of events etc.

Disclaimer

5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor
of the efficacy or effectiveness with which the management has conducted the affairs of the
Company.

6. We have not verified the correctness and appropriateness of financial records and books of account
of the Company.

Sd/-
Sujata R. Rajebahadur
Company Secretary
FCS 5728, C.P No. 4241

Place: Nashik

69 | A n n u a l R e p o r t 2 0 2 3 - 2 4
ANNEXURE-IV

Information Relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings


and Outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014.
A) CONSERVATION OF ENERGY
The steps taken or impact on Conservation of Energy
J-41 and B-198 Plant:

To maintain power factor, APFC Panel


installed at J-41, C-13 and B-198 Plant
and minimized KVA burden at
National Level.

Skylight roof provided for better lux


illumination in shop floor.

C-13 Plant:

New Air dryer machine installed at C -


13. LED lights installed in shop flower
.All air leakages closed . Earth pit
Testing done

Skylight roof provided for better lux


illumination in shop floor.

The steps taken by the Company for utilizing alternate C-13 Plant: Solar system installed.STP
source of energy plant running
The Capital Investment on Energy Conservation Rs. 40,00,000/-
Equipments
B) TECHNOLOGY ABSORPTION
(i) The efforts made towards technology absorption At J-41 Plant following machines were
installed during the year:

1. 315 ton pneumatic power press


Machine in Aug 2023.
2. 500 ton Hydraulic machine
installed in Dec- 2023

At C-13 Plant following machines were


installed during the year:

1. 500 Ton Mechanical old


machine modification
work running.
2. 250 Ton mechanical
machine installed

70 | A n n u a l R e p o r t 2 0 2 3 - 2 4
(ii) The benefits derived like product improvement,
cost reduction, product development or import Production was started on all Four
substitution machines considering which
production capacity increased.

(iii) In case of imported technology (imported during


the last three years reckoned from the beginning of the
financial year)
(a) the details of technology imported;
(b) the year of import; NA
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has
not taken place,
and the reasons thereof; and
(iv) the expenditure incurred on Research and
Development
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange earned in terms of actual Nil
inflows during the year
the Foreign Exchange outgo during the year in terms Nil
of actual outflows

For and on behalf of Board of Directors of


FOR SM Auto Stamping Limited

Sd/- Sd/-
Mr. Mukund Narayan Kulkarni Mr. Suresh GunwantFegde
Chairman and Managing Director Whole Time Director
DIN: 00248797 DIN: 00248850
Address:AlkundBanglow, Krishna Colony Address:No. 9, Jay Ambe Colony Shivaji
Shivaji Nagar,Jail Road, Nashik Road Nashik Nagar, Jail Road, Nashik Road Nashik 422101
422101

Date: 29th May, 2024


Place: Nashik

71 | A n n u a l R e p o r t 2 0 2 3 - 2 4
ANNEXURE-V
Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

1. The percentage increase in remuneration of the Directors, Chief Financial Officer and the
Company Secretary during the Financial Year 2023-24, the ratio of remuneration of each of the
Director to the median remuneration of the employees of the Company for the Financial Year
under review and the comparison of remuneration of each Key Managerial personnel (KMP)
against the performance of the Company are given below:

Sr. Name of Designation Remuneratio Percentage Ratio of


No. Director/KMP n for F.Y. increase in remuneration
2023-24 (in Remuneration of
Rs.) each Director
to median
remuneration
of Employees
1 Mr. Mukund Chairman and 54,00,000 0% 17.27:1
Narayan Kulkarni Managing Director
2 Mr. Suresh Whole Time Director 54,00,000 0% 17.27:1
Gunwant Fegde
3 Mrs. Alka Mukund Non Executive 15,00,000 200% 4.80:1
Kulkarni Director
4 Mr. Suresh Govind Chief Financial 5,39,400 11.12% 1.73:1
Jagdale Officer
5 Mr. Pawan Company Secretary - - -
Mahajan*

*Mr. Pawan Mahajan was appointed as Company Secretary and Compliance Officer of the Company
with effect from September 1, 2023. Hence, his remuneration is not comparable.

Sitting fees paid to the below mentioned Directors

Sr. No. Name of Director Designation Sitting fees paid (In


Rs.)
1. Mrs. Alka Mukund Non-Executive Rs. 50,000/-
Kulkarni Director
2. Mr. Jayant Suresh Non-Executive Rs. 50,000/-
Fegde Director
3. Mr. Sunilkumar Non-Executive Rs. 50,000/-
Dayama Independent Director
4. Dr. Sanjay Additional Non- Rs. 50,000/-
Ramchandra Executive
Bhargave* Independent Director

2. The median remuneration of employees for the Financial Year was Rs. 3,12,610.5/-.The
percentage increase in the median remuneration of Employees in the financial year 2023-24 is
14.25% as compare to financial year 2022-23.
3. The Company has 143 (One Hundred and Forty Three) permanent employees on the rolls of
Company as on 31stMarch, 2024.

72 | A n n u a l R e p o r t 2 0 2 3 - 2 4
4. Average percentile increases already made in the salaries of employees other than the
Managerial Personnel in the last Financial Year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and highlighting if there
were any exceptional circumstances for the increase in the managerial remuneration:

Sr. No. Particulars % Increase


1 Average percentiles increase in the salary of 13.60
employees other than Managerial Personnel
2 Average percentiles increase in the salary of the
Managerial Personnel
Mr. Mukund Narayan Kulkarni 0
Mr. Suresh GunwantFegde 0
Mr. Suresh Govind Jagdale 11.12
Mr. Pawan Mahajan* -
*Mr Pawan Mahajan was appointed as Company Secretary and Compliance Officer of the Company
with effect from September 1, 2023. Hence, hisremuneration is not comparable.

5. The Company has formulated a Nomination and Remuneration policy as required under
Section 178 of the Companies Act, 2013 and the remuneration paid to employees are as per the
remuneration policy of the Company.

During the year under review, there were no employees of the Company drawing remuneration of
Rs. 1.02 Crore p.a. and above being employed throughout the financial year.

6. Particulars of the top 10 employee in respect of the remuneration drawn during the year 2023-
24 are as under:

Sr. Name of Designat Remu Date of Age Nature Last Qualifi Whether any
No. Employe ion of nerati Comm (Date of employm cation such
e the on enceme of employ ent held employee is
employe (Rs.) nt of Birth) ment, by such a relative of
e employ whethe employee any director
ment r or manager
contrac of the
tual or company
otherw and if so,
ise name of such
director or
manager
Hafele
Hemant
Business 97668 09-03- 13-03- Perman India Pvt. B.E.
1 Vivek N/A
Head 0 2021 1995 ent Ltd. Mech.
Shikhare
5 Months
Manage
Santosh
ment
Prabhak 74073 01-08- 31-07- Perman
2 Represen N/A D.M.E. N/A
ar 6 1999 1973 ent
tative
Sarode
(MR)
Nilesh Producti 65100 06-06- 17-04- Perman Pricision
3 D.M.E. N/A
Hilal on Head 0 2022 1980 ent Auto

73 | A n n u a l R e p o r t 2 0 2 3 - 2 4
Bagul 4yrs.
Mukesh Tool
64847 15-04- 14-05- Perman
4 Prakash Room In N/A ITI N/A
2 1999 1981 ent
Tawade charge
Mukesh GST
54318 14-12- 27-02- Perman
5 Laxman Coordin N/A B.COM N/A
0 2003 1975 ent
Otari ator
Suresh
Finance 53940 01-10- 25-05- Perman BCOM
6 Govind N/A N/A
Head 0 2002 1973 ent /MBA
Jagdale
Sahebrao
53043 13-12- 02-06- Perman
7 Kacharu Operator N/A N/A
1 1995 1967 ent
Chatur
Indrakan
tKushesh
51436 15-03- 15-11- Perman
8 war Fitter N/A N/A
1 1996 1969 ent
Yadav
(Fitter)
ENS
Vijay
50149 13-05- 05-12- Perman Spindle B.E
9 Tukaram Engineer N/A
5 2012 1979 ent Pvt. Ltd. Mech.
Kharat
5 yrs.
Sachin
Producti 49045 02-05- 02-09- Perman
10 Narhari N/A BSc. N/A
on Head 0 2019 1974 ent
Shinde

For and on behalf of Board of Directors of


FOR SM Auto Stamping Limited

Sd/- Sd/-
Mr. Mukund Narayan Kulkarni Mr. Suresh GunwantFegde
Chairman and Managing Director Whole Time Director
DIN: 00248797 DIN: 00248850
Address: AlkundBanglow, Krishna Colony Address:No. 9, Jay Ambe Colony Shivaji
Shivaji Nagar,Jail Road, Nashik Road Nashik Nagar, Jail Road, Nashik Road Nashik 422101
422101

Date: 29th May, 2024


Place: Nashik

74 | A n n u a l R e p o r t 2 0 2 3 - 2 4
ANNEXURE–VI

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. BUSINESS OVERVIEW:

We are in business of designing and manufacturing of sheet metal components and sub-assemblies
requirements of automobile parts/equipment manufacturers. Our range of product primarily covers
sheet metal pressed components for clutches, brakes, engine mountings, chassis, shaft drive, body
trims, bearings etc. which are used in passenger cars, commercial vehicles and tractors. Our products
such as deep drawn components and control panel components also find application in electrical
equipments industry.We have in-house Design & Development facility for different processes
involved in the manufacturing of products, we have a high precision Tool Room at our various Plants
where activities related to designing and development of various products are undertaken.

We have three manufacturing units, all ideally located at Nashik, Maharashtra on leasehold industrial
plots of total size admeasuring to over 5000 sq. meters. Our all three units comply with the IATF
16949:2016 standards. Apart from manufacturing, we also provide job work services in respect of
blanking and forming process on metal components.

Our portfolio of products can be classified into following categories:

A. Components used in Automotive Power Train

i. Components for automotive clutches


ii. Components for automotive propeller shaft drive
iii. Components for automotive brake system
iv. Components for automotive engine mountings

B. Components used in Automotive Body

i. Components for automotive body trims


ii. High tonnage components

C. Components used in Automotive Chassis

D. Automotive welded assemblies

E. Deep Drawn Components

F. Components for electrical switchgear & heavy panels

2. OPPORTUNITIES & THREATS:

Strength:

In-house die making facilities and Press shop facility:

75 | A n n u a l R e p o r t 2 0 2 3 - 2 4
Our Company has its own in-house die making facilities and Machining Centre which enables us to
maintain high quality production standards and also helps us in minimizing production time and
bringing cost effectiveness. Our die making facility shop is capable of manufacturing press tools for
small to medium range of automotive pressed parts. Our In-house press shop facility consists of
Hydraulic power press machines, Pneumatic Power Press Machines, Mechanical Power Press
Machines, SEW Machines and bearing cage machines.

Wide product range and customized product offering:

We have developed the infrastructure to customize our product offerings. This allows us to
understand the customer requirement and offer the right product to exactly suit their need. In
addition to this, we offer a wide product range i.e. wide range of Sheet Metal components including
Precision Sheet Metal Fabrication, Finishing and Assemblies offered in a wide size range to enableus
to cater to maximum requirement.

Vast Experience of Promoters:

Our Company’s core strength lies in the extensive experience gained by our Promoters in this
industry. Our Promoters, Mr. Suresh Gunwant Fedge and Mr. Mukund Narayan Kulkarni possess
more than 21 years of experience in this field, which enables us to deliver quality products to our
Customers and help us to gain expertise in the production.

Existing customer relationship:

We believe that we constantly try to address customer needs around a variety of products. Our
existing customer relationships help us to get repeat business from our customers. This has helped us
maintain a long term working relationship with our customers and improve our customer retention
strategy. We believe that our existing relationship with our customers represents a competitive
advantage in gaining new customers and increasing our business.

OUR BUSINESS STRATEGY: We intend to pursue the following principal strategies to leverage our
competitive strengths and grow our business:

Utilization of Existing Installed Capacity:

Presently, Our Company has installed capacity of 7040p.a. for manufacturing of automotive
components. For the year ended 31st March 2024, our total production was 5,901, which constitutes
83.82% of the installed capacity. Considering the future demand potential, we intend to utilize our
existing installed capacity to maximum level.

Improving operational efficiencies:

Our Company intends to improve operating efficiencies to achieve cost reductions so to have a
competitive edge over the peers. We believe that this can be done through continuous process
improvement, customer service and technology development.

Leveraging our Market skills and Relationships:

This is a continuous process in our organization and the skills that we impart in our people give
importance to customers. We aim to do this by leveraging our marketing skills and relationships and
further enhancing customer satisfaction. We plan to increase our customers by meeting orders in

76 | A n n u a l R e p o r t 2 0 2 3 - 2 4
hand on time, maintaining our customer relationship and renewing our relationship with existing
buyers.

Focus on consistently meeting quality standards:

Presently, Our Company is certified from IATF 16949:2016& ZED Bronze by Quality Councial Of
India, further, we intend to focus on adhering to the quality standards of the products. This is
necessary so as to make sure that we get repeat orders from our customers. This will also aid us in
enhancing our brand value.

Opportunity:

 Economic Growth of Domestic and International Market.


 Government policies to scrap the old vehicles.
 Our customers are keen on developing new supplies.
 Upcoming opportunities in export market.
 Government promotional scheme.
 Expanding aftermarket business with customers.

There are related expansions, growth prospectus and better opportunities in the SM Autovision
Private Limited, the Associate Company of the Company, considering the same it will ultimately
benefit our Company. We have started to export of sheet metal stamped parts.

3. SEGMENT /PRODUCT WISE PERFORMANCE:

The Company operates only in the Automobile Component Segment, i.e. development, manufacture
and selling of automotive components mainly sheet metal components, welded assemblies and
modules for automobiles. This year we have added electrical engineering and electronicsproduct
from SIEMENS, Nashik.

4. OUTLOOK:

The growth of Auto Industry which is largely dependent on infrastructure building and financing
options are expected to grow in line with the GDP growth estimated. All sub-sectors within the
automobile industry are rebounding from the pandemic. The industry has shown resilience with both
sales and values increasing. Innovation is continuing at a strong pace, investment in new capacity,
particularly for electric vehicles (EVs), is soaring, and customer demand is increasing. Despite the
pressures, the outlook for the industry is positive.

5. RISK AND CONCERNS:

Supply Chain Management: The risk associated with supply chain disruptions remains a key concern
for the sheet metal stamping industry both domestically and globally. Delays in the supply chain can
significantly impact project timelines, costs, and quality standards, thereby affecting revenue and
profitability. Our company has proactively addressed this risk by establishing strong commercial
relationships with reputable suppliers, ensuring a continuous and reliable flow of raw materials.
Raw Material Price Volatility: The unpredictable nature of global markets continues to pose
challenges for manufacturers, particularly in terms of raw material price fluctuations. Sudden
changes in raw material prices can escalate production costs, affecting profitability. To mitigate this
risk, our company has adopted a proactive approach by securing supply agreements with suppliers,
thereby providing stability and predictability in raw material procurement.

77 | A n n u a l R e p o r t 2 0 2 3 - 2 4
Government Policy and Duties: Regulatory changes and government policies remain significant risk
factors that can impact economic conditions and business operations in India. Our company
acknowledges the potential adverse effects of such changes and remains vigilant in monitoring
regulatory developments. Additionally, taxes, levies, and other financial regulations imposed by the
government could affect our financial performance. We are committed to staying informed and
adapting our strategies accordingly to navigate any potential challenges arising from government
policies and duties.
In summary, while the sheet metal stamping industry faces various risks and concerns, our company
has taken proactive measures to mitigate these risks and ensure resilience in the face of challenges.
Through strategic supplier relationships, proactive risk management practices, and a vigilant
approach to regulatory changes, we remain well-positioned to navigate the evolving business
landscape in the financial year 2023-24.

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal control systems covering all its operations. Proper
accounting records highlight the economy and efficiency of operations, safeguarding of assets against
unauthorized use or losses, and the reliability of financial and operational information.
Some of the significant features of internal control system are:
● Financial and Commercial functions have been structured to provide adequate support and
control of the business.
● Risk Management policy has been adopted by the Company.
● The Company has an Internal Audit System conducted by the Internal Auditor of the Company.
Standard operating procedures and guidelines are reviewed periodically to ensure adequate
control.

7. OVERVIEW AND ANALYSIS OF FINANCIAL CONDITIONS:

During the year under review, your Company has achieved total revenue from operations of Rs.
67,56,36,526 as compared to Rs. 68,66,32,860/- in the Previous Year. After providing for taxes and
other adjustments, Profit after tax is Rs. 3,49,58,832 as compared to Rs. 3,08,69,468/- during the
Previous Year..

The Management believes that it has been objective and prudent in making estimates and judgments
relating to the Financial Statements and confirms that these Financial Statements are a true and fair
representation of the Company’s Operations for the period under review.

8. DEVELOPMENT ON HUMAN RESOURCE FRONT:

At SM Auto Stamping Limited, our human resources are critical to our success and carrying forward
our mission. With their sustained, determined and able work efforts we were able to cruise smoothly
through the hard time of the economic volatility and rapidly changing market conditions. The
requirement of the markets given the economic scenario has made this even more challenging.
Attracting new talent with the drive, training and upgrading existing skill sets and getting all to move
in a unified direction will definitely be a task in the company. By creating a conducive environment
for career growth, Company is trying to achieve the maximum utilization of employee’s skills in the
most possible way.
There is need and the company is focused on retaining and bringing in talent keeping in mind the
ambitious plans despite the market and industry scenario. The company also believes in recognizing
and rewarding employees to boost their morale and enable to achieve their maximum potential.

78 | A n n u a l R e p o r t 2 0 2 3 - 2 4
The Company has also indulged Life Catalyst India Private Limited, a Company involved in training
activities to conduct monthly sessions for the employees to enhance their overall performance for
their individual as well as organizational goals.

9. INDUSTRIAL RELATIONS:

In order to continue delivering quality products to our key customers, our Company shall further
strengthen its relationship with key vendor i.e. sub-contractors. Our Company is also working on
strategy to develop more and more vendors who can deliver product and services in line with
Company’s philosophy and product offerings, Industrial Relations throughout the year continued to
remain very cordial and satisfactory.

10.KEY FINANCIAL RATIOS:

Sr. No Particulars of 31.03.2024 31.03.2023 Explanation for change in Ratios


Ratio (In %) (In %)
1. Inventory Turnover 10.05 11.85 There is a decrease in sales with
considerable increase in stock, thereby
decreasing Inventory Turnover ratio.
2. Interest Coverage 21.70 9.53 Increasing profits is improving the
Ratio financial health of the Company has
led to improved interest coverage ratio.
3. Current Ratio 0.88 0.89 Decreased inventory, increased current
maturities of long-term loans for
express repayment of debts and
comparative lower increase in current
assets has resulted in decrease current
ratio.
4. Debt Equity Ratio 0.03 0.13 Ratio has improved due to decrease in
debt on account of regular repayment
and increase in equity due to improved
profitability.
5. Operating Profit 0.06% 0.06% -
Margin (%)
6. Net Profit Margin 4.45% 4.57% Decreased gross margin, increased
(%) administrative expenses, increased tax
expenses have led to reduced bottom
line.

11.DETAILS PERTAINING TO NET-WORTH OF THE COMPANY:

Particulars 31.03.2024 31.03.2023 Explanation for change in Net-


(In Rs in lacs .) (In Rs.) worth
In Lacs
Net-worth 1701.86 1840.54 The company has done buy back
of total 6 lacs shares amounting to
Rs 3.5 Cr for hence to that extent
the paid up share capital is
reduced also securities premium
account and free reserve was
utilized for buy back purpose .

79 | A n n u a l R e p o r t 2 0 2 3 - 2 4
For and on behalf of Board of Directors of
SM Auto Stamping Limited

Sd/- Sd/-
Mr. Mukund Narayan Kulkarni Mr. Suresh GunwantFegde
Chairman and Managing Director Whole Time Director
DIN: 00248797 DIN: 00248850
Address: Alkund Banglow, Krishna Colony Address: No. 9, Jay Ambe Colony Shivaji
Shivaji Nagar,Jail Road, Nashik Road Nashik Nagar, Jail Road, Nashik Road Nashik 422101
422101

Date: 29th May,2024


Place: Nashik

80 | A n n u a l R e p o r t 2 0 2 3 - 2 4
ANNEXURE-VII
CEO &CFO COMPLIANCE CERTIFICATE
(Pursuant to Part B of Schedule II read with Regulation 17 (8) of SEBI(Listing Obligation and
Disclosure Requirements), Regulations, 2015)

To,
The Board of Directors
SM Auto Stamping Limited
J-41, MIDC Ambad,
Nashik Maharashtra-422010.

Subject: CEO / CFO Certification (As per Part B of Schedule II read with Regulation 17 (8) of SEBI
(Listing Obligation & Disclosure Requirements), Regulations, 2015).

Dear Sir / Madam,

We, Mukund Narayan Kulkarni, Chairman & Managing Director and Suresh Jagdale, Chief Financial
Officer of SM Auto Stamping Limited, do hereby jointly declare and certify that:

a. We have reviewed Financial Statements and the Cash Flow Statement of the Company for the year
ended 31st March, 2024, and that to the best of our knowledge and belief.

i. These statements do not contain any materially untrue statement or omit any material fact or
contain statements that might be misleading;

ii. These statements together with the schedules and notes thereon present a true and fair view of
the Company’s affairs for the year ended 31st March, 2024, and are in compliance with existing
accounting standards, applicable laws and regulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by the Company
during the year which are fraudulent, illegal or violative of the Company’s code of conduct.

c. We accept responsibility for establishing and maintaining internal controls for financial reporting and
that we have evaluated the effectiveness of internal control systems of the Company and we have
disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal
controls, if any, of which we are aware and the steps we have taken or propose to take to action to
rectify these deficiencies.

d. We have indicated to the Statutory Auditors and the Audit Committee;

i. Significant changes in internal control during the year under review;

ii. Significant changes in accounting policies during the year and the same have been disclosed in
the notes to the financial statements; and

81 | A n n u a l R e p o r t 2 0 2 3 - 2 4
iii. There are no instances of significant fraud of which we have become aware and the involvement
therein, if any, of the management or an employee having a significant role in the Company’s
internal control system.

Sd/- Sd/-
Mukund Narayan Kulkarni Suresh Jagdale
Chairman and Managing Director Chief Financial Officer

Place: Nashik Place: Nashik


Date: 29th May,2024 Date: 29th May,2024

82 | A n n u a l R e p o r t 2 0 2 3 - 2 4
ANNEXURE - VIII

ANNUAL REPORT ON SEXUAL HARASSMENT POLICY


Complaints Status for the period 01/04/2023 to 31/03/2024

Total Complaints Received 0


Total Resolved Complaints 0
Total Pending Complaints 0
Total Complaints Withdrawn 0

FOR SM AUTO STAMPING LIMITED

Sd/-
Mrs. Alka Mukund Kulkarni
Presiding Officer

Date: 29th May,2024


Place: Nashik

83 | A n n u a l R e p o r t 2 0 2 3 - 2 4
ANNEXURE–IX

LIST OF TOP 10 PUBLIC SHAREHOLDERS AS ON 31.03.2024

Sr. No. Name Shareholding


1 Deepak Ganpat Rohamare 652000
2 Vijay Babanrao Gaikwad 640000
3 Gordon Electrocoat Pvt Ltd 440000
4 Narendra Uttamrao Patil 424000
5 Hemlata Vasantrao Patil 328000
6 Vidya Sagar Mahajan 88385
7 Sagar U Mahajan 80577
8 Maheshbhai Nathabhai Patel 52000
9 NathabhaiBhikhabhai Patel 40000
10 Nirmal Aggarwal 39870

For and on behalf of Board of Directors of


SM Auto Stamping Limited

Sd/- Sd/-
Mr. Mukund Narayan Kulkarni Mr. Suresh Gunwant Fegde
Chairman and Managing Director Whole Time Director
DIN: 00248797 DIN: 00248850
Address: Alkund Banglow, Krishna Colony Address: No. 9, Jay Ambe Colony Shivaji
Shivaji Nagar, Jail Road, Nashik Road Nashik Nagar, Jail Road, Nashik Road Nashik 422101
422101

Date: 29th May,2024


Place: Nashik

84 | A n n u a l R e p o r t 2 0 2 3 - 2 4
85
R qorh

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

[a) Notes B & 15 to the financial statements, wlrich state that ]'rade Payable and'frade
Receivahles balances are subject to conl'irmation.

[bJ l'he company has changed de preciation method lor intangible assels f,rom Writtcn
Down Value to Straight Line Method.'fhe dif,ference in depreciation of earlier years is
recorded as prior period items. However, in case if the life of the asset was over in
earlier _vears, balance has been written ofl'.

Also lor tangible assets, ii the lil'e of the assets was over in earlier years and written
down value was not up to the salvage value then excess balance above salvage value has
been written ofl in the current linancial year.

(c) Note 3 to the financial statements states that the company has exercised the buybacl< of
shares during the year of 6,00,000 shares of Rs.60/- per share. The expenditurc of
Rs.19,04,908/- incurred on account of buybacl< of shares are debited to llcservcs and
Surplus Account.

Our opinion is not modified in respect of this matter.

Informatiori Other Than the Standalone Financial Statements and Auditors' Report
Thercon
The company's board of, directors is responsible for the other information.'fhe other
information comprises the information included in the company's annual report but does
not include the financial statements and our auditors' report thereon.

Our opinion on lhe standalone financial statemcnts does not cover thc othcr inlormation
and we do not express any form of assurance conclusion thereon.

In connection with our audit of thc standalone financial statements, our responsibility is to
read the other information and, in doing so, consider whether the other informalion is
materially inconsistent with the standalone financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated.

lf,based on the work we have pcrformed, we conclude that there is a material


misstatement of this other information, we are required to report that fact, We have
nothing to report in this regard.

'*\*
"-rd#t#ffi,i!
/d,
Vai*]( 7
86
".,{
87
88
89
90
91
92
93
94
95
96
97
98
99
tFrA0

(xix) Orr the basis of the financial ratios, agcing and expectecl clates of realization of
financial assets arrcl pa)rmerrt of financial liabilitie.s, other information
accompanying the fir-rancial stat'ements there is no material uncertaintl,existitrg as
on the clate of thc. auciit rcport that cornpany is not capable of nre.eting its liabilitics
cxistir-r11 at thc. clate ol barlance shec.t as ancl n'hen thev lall clue rvitl-rin a pe-riocl of
one \/ear from the balance sheet clate. We, hou,ever, state that this is not an
assurance as to thc futurc rriability of the Compan\,. We further stat'e that our
reporting is basc'd on the facts up to thc date of the auclit report ancl lve neithcr
givt'anv guarantee nor anv asslrrancc that all liabilitics lalling rluc lt,ithin a pcriocl
o[ or-tt'\,car from thc balancc shtet clate, w,i]l gct clischargccl bv the Cornp;lt\r i1s
ancl r,r'hen thet, Iall cluc.

(**) Paragraph 3(xx) (a) anrl (b) of thc Orclcr is r.rot applicablc as provisior.rs ol'Section
135 of tl-re. Act are,. not;rpplicablc. to the (-ompar-rv.

(xxi) This being Auclit Report for stanclalonc' financial statenlerrts, this clausc. is r-rot
applicable"

For S.R.Ral-ralkar & Associates


Place: Nashik
Date:29105/2024 ffiT Charterecl Accountants
Irirm Rcgistration No"108283W

il*ryf;
im.qz
Membersl-rip Number: 0l'1509
UDIN: 2401.1509 UKAFOU2927

ti.

100
101
102
103
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Standalone Balance Sheet
As on 31st March, 2024
(Rs. in Lakhs)
Note As on As on
Particulars
No 31.03.2024 31.03.2023
I Equity and Liabilities
Shareholders' Funds
Share Capital 2 1,368.78 1,428.78
Reserves & Surplus 3 393.08 411.76
Non-Current Liabilities
Long-term Borrowings 4 19.48 55.54
Deferred Tax Liabilities (net) 5 49.64 53.26
Long-term provisions 6 30.47 38.16
Current Liabilities
Short-term Borrowings 7 532.78 676.15
Trade Payables
a. Due to Mirco and Small Enterprises 227.87 141.92
8
b. Due to other than Mirco and Small Enterprises 243.35 494.50
Other Current Liabilities 9 230.37 165.59
Short-term Provisions 10 100.44 84.46
Total 3,196.26 3,550.12
II Assets
Non-Current Assets
Property, Plant & Equipment and Intangible Assets 11
- Property, Plant & Equipment 870.36 1,017.25
- Intangible Assets 28.18 33.55
- Capital WIP 45.41 28.97
Non-current Investments 12 1,060.64 1,060.64
Other non-current asset 13 23.07 19.85
Current Assets
Inventories 14 556.87 403.36
Trade Receivables 15 414.55 795.56
Cash and Cash Equivalents 16 2.86 7.61
Short-term Loans and Advances 17 172.89 164.62
Other Current Assets 18 21.43 18.71
Total 3,196.26 3,550.12
See accompanying notes to the Financial Statements
As per our report of even date
M/s. S.R. Rahalkar & Associates for and on behalf of the board of directors
Chartered Accountants
Firm Registration No. 108283W

Suresh Fegde Mukund Kulkarni


CA S.R.Rahalkar Whole Time Director Managing Director
Partner DIN: 00248850 DIN : 00248797
Membership No.014509

Date: 29th May, 2024 Suresh Jagdale Pawan Mahajan


Place: Nashik Chief Financial Officer Company Secretary
Date: 29th May, 2024
Place: Nashik

104
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Standalone Statement of Profit & Loss
for the period ended 31st March, 2024
(Rs. in Lakhs)
Twelve Months Twelve Months
Particulars ended ended
31.03.2024 31.03.2023
Revenues
Revenues from operations 19 6,756.37 6,866.33
Other income 20 84.57 148.77
Total Income 6,840.94 7,015.10
Expenses:
Cost of Materials Consumed 21 4,991.98 5,161.14
Changes in Inventories 22 (159.41) 13.22
Employee Benefit Expenses 23 788.37 677.81
Finance Costs 24 104.71 126.50
Depreciation and Amortization Expenses 11 131.90 121.39
Other Expenses 25 495.75 475.13
Total Expenses 6,353.30 6,575.19

Profit/(Loss) before tax and prior period items 487.63 439.91


Prior Period Items 26 3.77 (4.91)

Profit/(Loss) before tax 491.41 444.82


Tax expenses
Current Tax 126.92 53.31
Income Tax for earlier years 0.42 4.99
Income Tax on buy back of shares 67.32 -
Deferred Tax Expenses / (Surplus) (3.62) 77.82
Profit/(Loss) for the period 300.37 308.69

Earning per equity share


Basic and Diluted Earning Per share 31 2.12 2.16

See accompanying notes to the Financial Statements


As per our report of even date
M/s. S.R. Rahalkar & Associates for and on behalf of the board of directors
Chartered Accountants
Firm Registration No. 108283W

Suresh Fegde Mukund Kulkarni


CA S.R.Rahalkar Whole Time Director Managing Director
Partner DIN: 00248850 DIN : 00248797
Membership No.014509

Date: 29th May, 2024 Suresh Jagdale Pawan Mahajan


Place: Nashik Chief Financial Officer Company Secretary
Date: 29th May, 2024
Place: Nashik

105
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Standalone Cash Flow Statement
As on 31st March, 2024
(Rs. in Lakhs)
As on As on
Particulars
31-03-2024 31-03-2023
Cash Flow from Operating Activities
Net Profit before tax and Extra-ordinary items 491.41 444.82
Adjustments for-
Depreciation 131.90 121.39
Prior Period Items (Non-monetary) (2.77) -
Salvage value written off 8.23 -
Interest Paid 104.71 126.50
Income Tax Paid - -
Interest Income (1.43) (3.93)
Dividend Income (1.35) (0.91)
Profit on sale of fixed assets (26.48) (76.16)
Other Non Operating income (55.31) (67.78)
Operating Profit before Working Capital Changes 648.90 543.94
Adjustments for Changes in Working Capital
Increase /(Decrease) in Trade Payables (165.20) (30.01)
Increase /(Decrease) in Short-term provisions 15.98 25.63
Increase /(Decrease) in Short Term Borrowings (143.37) 160.28
Increase /(Decrease) in Other Current Liabilities (62.15) 3.97
Increase /(Decrease) in Long term provisions (7.69) (0.60)
(Increase)/ Decrease in Trade Receivables 381.01 (91.50)
(Increase)/ Decrease in Inventories (153.51) 59.13
(Increase)/ Decrease in Short term Loans & Advances 68.86 (2.07)
(Increase)/ Decrease in Other Current Assets (2.73) 21.30
Cash generated from Operations 580.12 690.09
Income Tax Paid (144.87) (59.06)
Net cash from Operating activities 435.25 631.03

Cash Flow from Investing Activities


Purchase of Fixed Assets (170.71) (314.03)
Proceeds from Sale of Fixed Assets 195.65 236.65
(Increase)/ Decrease of Non-Current Investments 0.00 (0.00)
(Increase)/ Decrease in Long term loans and advances (3.22) (6.97)
Interest Received 1.43 3.93
Dividend Received 1.35 0.91
Other Non Operating income 55.31 67.78
Net cash from Investing activities 79.82 (11.74)
Cash Flow from Financing Activities
Dividend Paid - (178.60)
Payment on Buy-back of Shares (379.05) -
Net Proceeds from Long Term Borrowings (36.06) (314.66)
Interest Paid (104.71) (126.50)
Net cash from Financing activities (519.82) (619.76)
Net Increase in Cash and Cash equivalents (4.75) (0.47)
Cash and Cash equivalents at the beginning of the year 7.61 8.08
Cash and Cash equivalents at the end of the year 2.86 7.61
As per our report of even date

As per our report of even date


M/s. S.R. Rahalkar & Associates for and on behalf of the board of directors
Chartered Accountants
Firm Registration No. 108283W

Suresh Fegde Mukund Kulkarni


CA S.R.Rahalkar Whole Time Director Managing Director
Partner DIN: 00248850 DIN : 00248797
Membership No.014509

Date: 29th May, 2024 Suresh Jagdale Pawan Mahajan


Place: Nashik Chief Financial Officer Company Secretary

Date: 29th May, 2024


Place: Nashik

106
SM Auto Stamping Limited
CIN : L27109MH2006PLC163789

Notes attached to and forming part of Standalone Financial Statements


For the year ended 31st March, 2024

Corporate Information

SM Auto Stamping Limited (the company) is an entity incorporated in India. The Registered office
of the company is at J-41, MIDC, Ambad, Nashik-422010.

The company is engaged in manufacturing of precision sheet metal stamping and deep drawn
components (welded assemblies & press tools) required for automobile & engineering sector. The
company is specialize in design of complex sheet metal pressed components, design and
manufacturing of high quality stamping dies, welding fixtures, high tonnage stamped components
and welded assemblies for vehicles (LCV, SUV) and tractors. Also it has in-house tool design,
development and manufacturing facility.

1. Significant Accounting Policies

a) Basis of preparation of Financial Statements & Accounts: - The financial statements &
accounts are prepared under historical cost convention in accordance with the mandatory
Accounting Standards as specified under section 133 of the Companies Act 2013, read with Rule 3
of the Companies (Accounting Standards) Rules, 2021 and the relevant provisions of the
Companies Act, 2013.
The Company has adopted accrual basis of accounting.
Accounting policies except specifically referred to, are consistent and in consonance with generally
accepted accounting policies.

b) Use of Estimates: - The preparation and presentation of financial statements in conformity with
the generally accepted accounting principles, requires estimates and assumptions to be made that
affect the reported amounts of assets and liabilities, revenues and expenditures and disclosure of
contingent liabilities. The estimates and assumptions used in accompanying financial statements
are based upon management’s evaluation of relevant facts and circumstances as on the date of
financial statements. Difference between the actual results and estimates are recognized in the
period in which results materialize/ are known.

c) Inventories: - Inventories are valued at cost and no net realizable value is calculated. Cost of
Inventories comprises of purchase costs, and other cost incurred in bringing the inventories to
their present location and condition. The cost is determined as under.
i. Raw materials on FIFO Basis
ii. Finished Products – at raw material plus conversion cost
iii. Work-in-Progress at raw material cost plus proportionate conversion cost

d) Cash flow statement: - Cash flows are reported using the indirect method as specified under
Accounting Standard - 3, whereby profit before tax is adjusted for the effects of transactions of a
non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments

107
SM Auto Stamping Limited
CIN : L27109MH2006PLC163789

Notes attached to and forming part of Standalone Financial Statements


For the year ended 31st March, 2024

and item of income or expenses associated with investing or financing cash flows. The cash flows
from operating, investing and financing activities of the Company are segregated.

e) Revenue Recognition: Revenue is recognized as follows


i. Revenue is recognized at the time of dispatch of goods to the customer along with sales
invoice and e-way bill (wherever applicable) to that extent AS 9 has not been complied.
ii. Sale of services are recognized when services are delivered to the customer and are
recorded net of Duties, Taxes and Trade Discounts & Rebates.
iii. Interest Income is recognised on a time proportion basis
iv. Dividend Income is recognised on receipt basis.

f) Tangible Assets: - Tangible assets, capital work in progress are stated at cost, less Accumulated
depreciation and Impairment losses, if any. Cost comprises of Purchase price, borrowing costs, if
capitalization criteria are met and any cost attributable to bringing the assets to its working
condition for its intended use which includes taxes (except taxes of which input credit is been
claimed), freight, and installation and allocated incidental expenditure during the construction/
acquisition.
When parts of an item of tangible assets have different useful lives, they are accounted for as
separate items (Major Components) of property, plant and equipment. Subsequent expenditure
relating to tangible assets is capitalized only if such expenditure results in an increase in the future
benefits from such assets beyond its previously assessed standard of performance.

g) Depreciation: -
Depreciation on Property, Plant and Equipment is provided to the extent of depreciable amount
on Written Down Value (WDV) Method. Depreciation is provided based on useful life of assets as
prescribed in Schedule II to the Companies Act, 2013.
Depreciation on addition to tangible assets is provided on pro-rata basis from the date the assets
are ready for intended use. Depreciation on sale/ discard from tangible assets is provided for up to
the date of sale, deduction or discard of tangible assets as the case may be.
During the year, the company has changed depreciation method for intangible assets from Written
Down Value to Straight Line Method to comply with AS-26 Intangible Assets.

h) Government grants: -
Grants and subsidies from the government are recognized on receipt basis.
i) Investments:- Investments are valued at cost except where there is a permanent decline in the
value of investments.
Non-current investment includes Bank Shares and Shares of Associate Company.

j) Employee Benefits : -
All short term employee benefits are recognized at their undiscounted amount in the accounting
period in which they are incurred.

108
SM Auto Stamping Limited
CIN : L27109MH2006PLC163789

Notes attached to and forming part of Standalone Financial Statements


For the year ended 31st March, 2024

Defined Contribution Plan


The company is having defined contribution plan for post employment benefits in the form of
Provident Fund. Under the Provident Fund Plan, the company contributes to a Government
administered Provident Fund on behalf of employees. The company has no further obligation
beyond making the Contribution.
Defined Benefit Plan
The company has made provision for payment of Gratuity to its employees. This Provision is
made as per the method prescribed under the Payment of Gratuity Act. The cost of providing
gratuity under this plan is determined on the basis of actuarial valuation at period end.

k) Borrowing Costs: - The Interest on cash credit and various term loans is charged to profit and
loss and classified under Finance costs. The borrowing costs that are attributable to acquisition,
construction or production of qualifying assets are capitalised as a part of cost of such Assets.

l) Leases: - Lease under which the company assumes substantially all the risks and rewards of
ownership are classified as finance leases. Lease hold land acquired by the company is capitalized
at cost paid for acquisition and related legal costs.

m) Earnings Per Share: - Basic earnings per share is calculated by dividing the net profit or loss for
the period attributable to equity shareholders by the weighted average number of equity shares
outstanding during the period. Earnings considered in ascertaining the Company’s earnings per
share is the net profit for the period after deducting any attributable tax thereto for the period.
The weighted average number of equity shares outstanding during the period for all periods
presented is adjusted for events, such as bonus shares, that have changed the number of equity
shares outstanding, without corresponding change in the resources.

n) Taxes on Income: - Income Tax for the period is provided as per the provisions of the Income
Tax Act, 1961 after considering various deductions available under the Act.
Deferred Tax Expense/Income is recognized for "timing differences" between the accounting
income and the taxable income using the tax rates and laws that are enacted or substantially
enacted as on the Balance Sheet date. The Deferred Tax Assets is recognized and carried forward
only to the extent there is a reasonable certainty that the asset will be realized in future.

o) Intangible Assets: - Intangible assets are recorded at the consideration paid for acquisition of
such assets and are carried at cost less accumulated amortization and impairment. Intangible assets
are amortized over their respective individual estimated useful lives on a WDV basis commencing
from the date the asset is available to the Company for its use to till F.Y.2022-23. However, from
F.Y.2023-24, the company is amortized its intangible assets on SLM basis. Software being
intangible asset in the form of license to use the software is considered as integral part of
computers and network. So management has decided to depreciate it as per the useful life of
computer server as decided by the management and networks under SLM method as prescribed
under AS-26 Intangible Assets.

109
SM Auto Stamping Limited
CIN : L27109MH2006PLC163789

Notes attached to and forming part of Standalone Financial Statements


For the year ended 31st March, 2024

p) Impairment of Assets: - In accordance with (AS-28) – Impairment of Assets, the carrying


amounts of the Company’s assets including intangible assets are reviewed at each balance sheet
date to determine whether there is any indication of impairment. If any such indications exist, the
recoverable amount of each asset is estimated, as the higher of the net selling price and the value
in use. An impairment loss is recognized whenever the carrying amount of an asset or its cash
generating unit exceeds its recoverable amount. If at the balance sheet date, there is an indication
that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed
and the asset is assessed at the recoverable amount subject to a maximum of depreciable historical
cost.

q) Provisions and Contingent Liabilities: - Provisions involving judgements and estimation in


measurement of expenses are recognized when there is a present obligation as a result of past
events and it is probable that there will be an outflow of resources.
A disclosure for a contingent liability is made when there is a possible obligation or a present
obligation that probably will not require an outflow of resources.

110
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

2 Share Capital (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023

A) Authorized Share Capital 1,650.00 1,650.00


(1,65,00,000 Ordinary Equity Shares of Rs. 10/- each)
1,650.00 1,650.00

B) Issued Subscribed & Paid-up Share Capital 1,368.78 1,428.78


(1,36,87,832 Ordinary Equity Shares of Rs. 10/- each)
1,368.78 1,428.78

C) Reconciliation of shares outstanding at the beginning & at the end of the reporting period
As on As on
Particulars
31.03.2024 31.03.2023
Equity Shares
Balance of number of ordinary equity shares at the beginning of the year 1,42,87,832 1,42,87,832
Add : Bonus Issue of shares made during the period -
Less : Buyback of shares 6,00,000
Balance of number of ordinary equity shares at the end of the year 1,36,87,832 1,42,87,832
The Company has exercised buyback option for 6,00,000 shares at the rate of Rs. 60/- per share.
D) The rights, preferences and restrictions attached to each class of shares
Equity Shares
The Ordinary Equity Shares of the company have the rights and restrictions as prescribed in the Companies Act, 2013

E) Details of shares held by its holding company in the Company - NA


F) Details of shares held by shareholders holding more than 5 % of aggregate shares in the Company

As on As on
Particulars
31.03.2024 31.03.2023
1.Name - Kulkarni Alka Mukund
Number of Shares held in the Company 65,89,009 68,95,352
Percentage of Share Holding 48.14% 48.26%

2. Name - Fegde Suresh Gunvant


Number of Shares held in the Company 33,96,491 35,52,164
Percentage of Share Holding 24.81% 24.86%

G)Terms and details of shares reserved for issue under options and contracts/commitments - Nil

H) Details of ordinary equity shares issued in immediately preceding five years as on the date of Balance sheet

As on As on
Particulars
31.03.2024 31.03.2023
a) Aggregate number of fully paid up shares pursuant to contract(s) without payment being
received in cash. Nil Nil
b) Aggregate number of fully paid up shares by way of bonus Nil Nil
c) Aggregate number of shares bought back. 6,00,000 Nil

I)Terms of any securities convertible into equity/preference shares issued along with the earliest date of conversion in descending order
starting from the farthest such date: Nil

J) Calls issued and unpaid - Nil

K) Paid Up value of Shares forfeited - Nill

111
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

L) Shareholding of Promoters is as given below:

As on 31/03/2024 As on 31/03/2023
% Change in
Name of Promoter Shareholding
% Holding % Holding during the year
No. of Shares No. of Shares
in the Class in the Class
Suresh Gunwant Fegde 24.81 33,96,491 24.86 35,52,164 0.19%
Alka Mukund Kulkarni 48.14 65,89,009 48.26 68,95,352 0.25%
Mukund Narayan Kulkarni 0.00 100 0.00 100 0.00%
Jayant Suresh Fegde 0.00 100 0.00 100 0.00%
Aditya Mukund Kulkarni 0.00 8 0.00 8 0.00%
Reshma Jayant Fegde 0.00 8 0.00 8 0.00%
Ajinkya Mukund Kulkarni 0.00 100 0.00 100 0.00%
Total 72.95 99,85,816 73.12 1,04,47,832 0.43%

3 Reserves & Surplus (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
Securities Premium
Opening Balance 243.80 243.80
Add / (Less) : Transfer during the year (243.80) -
Closing Balance - 243.80

Reserves
Opening Balance 112.07 112.07
Add / (Less) : Transfer to Capital redemption reserve (60.00) -
Closing Balance 52.07 112.07

Capital Redemption Reserve


Opening Balance - -
Add / (Less) : Transfer from General Reserve 60.00 -
Closing Balance 60.00 -

Surplus
Opening Balance 55.89 (74.21)
Add / (Less) : Profit / (Loss) for the current year 300.37 308.69
Add / (Less) : Interiem Dividend - (178.60)
Add / (Less) : Transfer for buy back (56.20) -
Add / (Less) : Expenses for buy back (19.05)
Closing Balance 281.01 55.89

Total 393.08 411.76


3.1 The expenses related to execution of buy back of shares have been debited to Reserves & Surplus.

4 Long-term Borrowings (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
Secured Term Loans from Banks
TJSB Sahakari Bank Ltd. Express Loan - 20.72
TJSB Sahakari Bank Ltd. Sahyog 2 - 9.86
(Refer note no. 4.2)

Vehicle Loan - M 364 19.48 24.96


Total of Long Term Borrowing 19.48 55.54

112
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

4.1. Term Loans from SIDBI


Particulars ROI Terms of Repayment
Repayable in 60 months including
moratorium of 6 months and 54
SIDBI -D00014A4 8.21%
monthly instalments starting from
April 2019
(Secured by first Pari pa-ssu charge on Immovable Property situated at Plot no. C13, Ambad, Nashik, hypothecation of all the movable
assets of the company including guarantee of Directors)

4.2. Term Loans from TJSB Sahakari Bank Ltd.


Particulars ROI Terms of Repayment
8.25%(Floati Repayble in 60 monthly Instalments
TJSB Sahakari Bank Ltd Vehicle Loan - M 364
ng) starting from March 2023

Repayable in 90 monthly instalments


10.75%
TJSB Sahakari Bank Ltd. TL Express Scheme including 9 months moratorium
(Floating)
starting from September 2019
Repayable in 48 months instalments
9.1%
TJSB Sahakari Bank Ltd. Sahyog 2 including 12 months moratorium
(Floating)
starting from July 2020
(Secured by Pari-passu charge on Immovable Property and hypothecation of Plant and Machinery, stock and book debts, equitable
mortgage of Land and building and by personal guarantee of directors.)

5 Deferred Tax Liabilities (net)


The break-up of deferred tax assets and deferred tax liabilities into major components of the respective balances are as follows:

(Rs. in Lakhs)
As on As on
Particulars
31.03.2024 31.03.2023
On depreciation allowance on Fixed Assets 71.51 69.41
On others (21.87) (16.15)
49.64 53.26

6 Long-term provisions (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
(a) Provision for Gratuity Payable ( Refer Note 23.1 ) 30.47 38.16
30.47 38.16

113
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

7 Short-term Borrowings (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
Secured Loans repayable on demand from Bank
TJSB Sahakari Bank Ltd C.C. - 136 501.09 484.49
(Refer note no. 7.1)

SIDBI -D00014A4 - 20.59


(Refer note no.4.1)

TJSB Sahakari Bank Ltd. Express Loan 26.17 130.35


TJSB Sahakari Bank Ltd. Sahyog 2 - 35.66
(Refer note no. 4.2)

Vehicle Loan - M 364 5.51 5.06

Total of Short Term Borrowing 532.78 676.15

7.1. Secured cash credit


Particulars ROI Terms of Repayment
9.50%
TJSB Sahakari Bank Ltd C.C. - 136 Repayable on Demand
(floating)
(Secured by hypothecation of stock and book debts, plant and machinery, furniture and fixtures, Pari-passu charge on land and building
and personal guarantee of directors)

8 Trade Payables (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
Creditors for goods purchased or services received
Trade payables required to be classified in MSMED Act 227.87 141.92
Others 243.35 494.50
471.22 636.42

8.1 Trade Payables' balances are subject to confirmation , reconciliation and consequential adjustments, if any.

Trade Payables aging schedule


As on 31.03.2024
(Rs. in Lakhs)
Outstanding for following periods from due date of payment/date of
transaction
Particulars
Less than 1 More than 3
1-2 years 2-3 years Total
year years
(i) MSME 227.87 227.87
(ii) Others 243.35 243.35
(iii) Disputed dues - MSME -
(iv) Disputed dues - Others -
Total 471.22 - - - 471.22

114
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

Trade Payables aging schedule


As on 31.03.2023
(Rs. in Lakhs)
Outstanding for following periods from due date of payment/date of
transaction
Particulars
Less than 1 More than 3
1-2 years 2-3 years Total
year years
(i) MSME 141.92 - - - 141.92
(ii) Others 494.50 - - - 494.50
(iii) Disputed dues - MSME -
(iv) Disputed dues - Others -
Total 636.42 - - - 636.42

9 Other Current Liabilities (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
Electricity Charges 8.46 10.00
Liability towards Employees' deductions 9.51 9.67
TCS FY 2023-24 0.80 -
TDS FY 2023-24 8.49 6.51
MAT Payable - -
Provision for Income Tax 126.92 74.25
Water Charges 0.12 0.08
Goods and Services tax 76.08 65.03
Other Payables - 0.06

Total of other current liabilities 230.37 165.59

115
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

10 Short-term Provisions (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
A) Provision for employee benefits
Salary & Wages 40.64 30.41
Bonus 26.24 21.12
Directors' Remuneration 2.53 4.22
Provident Fund - Employer's Contribution 1.77 1.69
ESIC - Employer's Contribution 0.94 0.83
MLWF Employer's Contribution 0.03 0.03
Gratuity ( Refer Note no. 15.57 14.32
Leave Encashment 6.33 5.59

Total A 94.06 78.21


B) Other Provisions
Statutory Audit Fees 1.25 1.25
Tax Audit Fees 1.00 1.00
GST Consultancy Fees 0.40 0.40
Income Tax work Charges 0.20 0.20
Secretarial Audit fees 0.35 0.35
Gratuity Valuation Fees 0.05 0.05
Professional Fees 1.64 -
Internal Audit Fees 1.50 3.00
Total B 6.39 6.25

Total of short term provisions (A+B) 100.44 84.46

12 Non-current Investments (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
(a) Investment in Equity Instruments
Samarth Sahakari Bank 0.25 0.25
TJSB Sahakari Bank 5.00 5.00
SM Autovision Pvt Ltd 359.60 359.60
(b) Investment in Preference Shares of SM Autovision Pvt Ltd 695.78 695.78
1,060.64 1,060.64

(As on 31.03.2024)
Extent of Whether stated
Quoted/ Partly paid/ Amount (in
Name of the body corporate No. of shares Holding at cost or not
Unquoted Fully paid Lakhs)
(%) Yes/No
1 2 3 4 5 6 7
Associate Company
Preference Shares of SM
Autovision Pvt Ltd 9,05,318 Unquoted Fully paid 100% 695.78 Yes
Ltd 41,02,154 Unquoted Fully paid 48% 359.60 Yes
Others
Samarth Sahakari Bank 1,013 Unquoted Fully paid NA 0.25 Yes
TJSB Sahakari Bank 10,000 Unquoted Fully paid NA 5.00 Yes

116
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

(As on 31.03.2023)
Extent of Whether stated
Quoted/ Partly paid/ Amount (in
Name of the body corporate No. of shares Holding at cost or not
Unquoted Fully paid Lakhs)
(%) Yes/No
1 2 3 4 5 6 7
Associate Company
Preference Shares of SM
Autovision Pvt Ltd 9,05,318 Unquoted Fully paid 100% 695.78 Yes
Equity shares SM Autovision Pvt
Ltd 41,02,154 Unquoted Fully paid 48% 359.60 Yes
Others
Samarth Sahakari Bank 1,013 Unquoted Fully paid NA 0.25 Yes
TJSB Sahakari Bank 10,000 Unquoted Fully paid NA 5.00 Yes

13 Other non-current asset (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
Security Deposits
Secured
Bank Deposits (Note 13.1) - 2.25
Unsecured, considered good
MIDC Water Deposit 0.54 0.45
MSEDCL Deposit 19.59 14.06
Telephone Deposit 0.08 0.08
NSDL & CDSL Deposit 1.80 1.80
Others 1.06 1.21
23.07 19.85
13.1 The above bank deposits are made in the name of directors /promoters of the company and is under lien with TJSB Sahakari Bank
Ltd. for home loan given by the bank to the employee.

14 Inventories (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
(a) Raw materials 125.18 133.33
(b) Work-in-progress 196.35 263.78
(c) Finished Goods 226.84 -
(d) Consumables 8.50 6.25
556.87 403.36

15 Trade Receivables (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
A) Outstanding for a period exceeding six months
(a) Unsecured, considered good 3.99 7.96
(b) Doubtful
B) Others
(a) Unsecured, considered good 410.56 494.58
(b) Doubtful
C) Due from directors / officer or entities in which they are - 293.02
owner, partner, director or members
414.55 795.56
15.1 Trade Receivables' balances are subject to confirmation, reconciliation and consequential adjustments, if any.

117
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

Trade Receivables aging schedule As on 31.03.2024


(Rs. in Lakhs)
Outstanding for following periods from due date
Particulars Less than 6 6 months - 1 More than 3
1-2 years 2-3 years Total
months year years
(i) Undisputed Trade receivables -
- considered good 410.56 3.99 414.55
(ii) Undisputed Trade
Receivables -- considered
doubtful
(iii) Disputed Trade Receivables
considered good
(iv) Disputed Trade Receivables
considered doubtful
Total 410.56 3.99 - - - 414.55

Trade Receivables aging schedule As on 31.03.2023


(Rs. in Lakhs)
Outstanding for following periods from due date
Particulars Less than 6 6 months - 1 More than 3
1-2 years 2-3 years Total
months year years
(i) Undisputed Trade receivables -
- considered good 787.60 7.96 - - - 795.56
(ii) Undisputed Trade
Receivables -- considered
doubtful
(iii) Disputed Trade Receivables
considered good
(iv) Disputed Trade Receivables
considered doubtful
Total 787.60 7.96 - - - 795.56

16 Cash and Cash Equivalents (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
(a) Balances with banks
Balance in Current Accounts 0.94 5.80
(b) Cash in hand 1.91 1.81
2.86 7.61

118
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

17 Short-term Loans and Advances (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
(a) Other unsecured advances considered good
Income Tax refund A.Y. 2019-20 2.73 10.96
Income Tax refund A.Y. 2020-21 - 30.94
Income Tax refund A.Y. 2018-19 40.17 -
VAT refund F.Y. 2017-18 - 0.53
T.D.S. Receivable 43.14 46.29
TCS Receivable - 2.78
MAT receivable 40.70 41.12
Advance Tax 34.00 5.00
Employee Advances 9.82 11.85
GST Credit Receivable 2.34 15.16

172.89 164.62

18 Other Current Assets


As on As on
Particulars
31.03.2024 31.03.2023
Advances to Suppliers 8.60 6.29
Prepaid Expenses 1.04 0.63
Subsidy Receivable 11.79 11.79
21.43 18.71

119
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements for the period ended 31st March, 2024

11: Property, Plant & Equipment and Intangible Assets


(Rs. in Lakhs)
Gross Block Depreciation Net Block
Sr.
Particulars Excess
No. Upto 31-03- Salvage Value Sale/
01-04-2023 Addition Sale Regroup 31-03-2024 01-04-2023 Depreciation Accumulated 31-03-2024 31-03-2024 31-03-2023
2024 Written off Transfer
written back
Property, Plant and
Equipment
1 Land 68.80 - - - 68.80 - - - - - - - 68.80 68.80

2
Factory Building & Premises 517.77 - - - 517.77 339.92 16.06 - - - - 355.98 161.79 177.84

3 Electrical Installation 45.65 - - - 45.65 41.53 0.03 1.87 - - - 43.43 2.22 4.12

4 Furniture 53.08 - - (0.03) 53.08 48.40 0.68 - - - - 49.08 4.01 4.69

5 Dies 317.47 3.36 - 8.05 320.83 278.43 7.61 - - - - 286.04 34.78 39.04

6 Plant & Machinery 1,604.78 53.74 349.47 (10.01) 1,309.17 989.85 79.48 4.14 - 233.98 0.12 839.61 469.57 614.94

7 Solar System 113.39 40.85 - (0.16) 154.24 41.18 10.11 - - - 51.29 102.95 72.21

8 Office Equipments 11.40 2.64 - 1.41 14.03 10.43 1.74 - - - 12.16 1.87 0.97

9 Motor Vehicles and Cars 78.16 - - - 78.16 44.34 9.69 - - - 54.03 24.13 33.82

10 Computer & Peripherals 14.57 - 0.86 14.57 13.75 0.30 0.27 - - 14.32 0.25 0.83

Sub Total 2,825.07 100.58 349.47 0.12 2,576.31 1,807.82 125.70 6.29 - 233.98 0.12 1,705.94 870.36 1,017.25
Intangible Assects
11 Software & Web Site 48.19 - - - 48.19 14.64 6.20 1.94 2.77 - 20.01 28.18 33.55
-
Capital WIP -
12 Plant & Machinery 28.97 46.58 52.54 - 23.01 - - - - - - 23.01 28.97
13 Office Equipments - 1.15 1.15 - - - - - - - - - -
14 Tools - 22.40 - - 22.40 - - - - - - 22.40 -
Sub Total 77.17 70.13 53.69 - 93.61 14.64 6.20 1.94 2.77 - - 20.01 73.60 62.53
Grand total 2,902.24 170.71 403.15 0.12 2,669.91 1,822.46 131.90 8.23 2.77 233.98 0.12 1,725.95 943.96 1,079.78

Previous Year (FY 22-23) 2,753.61 314.03 165.40 - 2,902.24 1,705.98 121.39 - - 4.91 - 1,822.46 1,079.78 1,047.63

Capital Work in progress As on 31.03.2024


Amount in CWIP for a period of
CWIP More than 3 Total
Less than 1 year 1-2 years 2-3 years
years
Project in progress 45.41 - - - 45.41
Project temporarily suspended - - - - -

CWIP completion schedule As on 31.03.2024


To be competed in
CWIP Less than 1 More than 3
1-2 years 2-3 years
year years
Project in progress 23.01 - - 23.01
Project temporarily suspended - - - -

Capital Work in progress As on 31.03.2023


Amount in CWIP for a period of
CWIP More than 3 Total
Less than 1 year 1-2 years 2-3 years
years
Project in progress 28.97 - - - 28.97
Project temporarily suspended - - - - -

CWIP completion schedule As on 31.03.2023


To be competed in
CWIP Less than 1 More than 3
1-2 years 2-3 years
year years
Project in progress 28.97 - - 28.97
Project temporarily suspended - - - -

120
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

19 Revenues from operations (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
(a) Sale of Products (Manufacturing) 5,589.82 5,743.17
(b) Sale of Products (Trading) 337.01 273.64
(c) Sale of Services 95.02 94.98
(d) Sale of Scrap 734.50 754.53
6,756.37 6,866.33

20 Other income (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
(a) Discount Earned 31.51 50.76
(b) Profit on sale of fixed assets 26.48 76.16
(c) Other non operating income
Interest Income 1.43 3.93
Dividend Income 1.35 0.91
Subsidy 23.80 -
Expenses Written back - 15.62
Other Receipts - 1.40
84.57 148.77

21 Cost of Materials Consumed (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
Opening Stock of Raw Materials and Consumables 139.58 185.50
Add :- Purchases of Raw Materials 4,935.48 5,073.45
Add :- Purchases of Consumables 50.60 41.77
Less :- Closing Stock of Raw Material and Consumables 133.68 139.58
4,991.98 5,161.14

22 Changes in Inventories (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
Work-in-Progress
Opening Inventory of Work-in-Progress 263.78 276.99
Less :- Closing Inventory of Work-in-Progress 196.35 263.78
67.43 13.22
Finished Goods
Opening Inventory of Finished Goods - -
Less :- Closing Inventory of Finished Goods 226.84 -
(226.84) -

Total Changes in Inventories (159.41) 13.22

121
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

23 Employee Benefit Expenses (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
A) Labour
Wages 408.20 309.85
Contribution to Provident Fund 13.99 14.04
Provident Fund Administration Charges 0.32 0.31
Contribution to ESIC 9.96 8.53
EDLI PF Expenses 0.82 -
Total (A) 433.28 332.74

B) Staff
Salary 132.34 121.16
Contribution to Provident Fund 5.75 5.50
Provident Fund Administration Charges 0.50 0.48
EDLI PF Expenses - -
Contribution to ESIC 0.87 1.00
Maharashtra Labour welfare Fund 0.09 0.10
Staff Welfare 26.43 31.84
Bonus 46.62 60.96
Gratuity Expenses (Refer note 23.1) 13.61 5.56
Leave Encashment Expenses 5.89 5.48
Total (B) 232.09 232.08

C) Directors
Directors' Remuneration 123.00 113.00
Total (C) 123.00 113.00

Total Employee Benefit Expenses (A+B+C) 788.37 677.81

122
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

23.1 Gratuity Expenses: (Rs. in Lakhs)


Twelve months Twelve months
Details of Gratuity Expenses ended ended
31-03-2024 31-03-2023
Profit and loss account for the period

Current service cost 14.32 13.16


Interest on obligation 12.22 11.31
Expected return on plan assets (8.79) (8.04)
Net actuarial loss/(gain) (4.14) (11.32)
Total included in 'Employee Benefit Expense' 13.61 5.11

Total Charge to P&L 13.61 5.11

Reconciliation of defined benefit obligation

Opening Defined Benefit Obligation 164.70 159.47


Transfer in/(out) obligation -
Current service cost 14.32 13.16
Interest cost 12.22 11.31
Actuarial loss (gain) (4.56) (11.93)
Loss (gain) on curtailments - -
Liabilities extinguished on settlements - -
Benefits paid (3.01) (7.31)

Closing Defined Benefit Obligation 183.67 164.70

Table of experience adjustments

Defined Benefit Obligation 183.67 164.70


Plan Assets (137.63) (112.23)
Surplus/(Deficit) 46.04 52.48

Reconciliation of plan assets

Opening value of plan assets 112.23 107.55


Transfer in/(out) plan assets -
Expenses deducted from the fund -
Expected return 8.79 8.04
Actuarial gain/(loss) (0.42) (0.61)
Contributions by employer 20.05 4.55
Benefits paid (3.01) (7.31)

Closing value of plan assets 137.63 112.23

123
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

Twelve months Twelve months


Details of Gratuity Expenses ended ended
31-03-2024 31-03-2023
Reconciliation of net defined benefit liability
`
Net opening provision in books of accounts 52.48 51.92
Transfer in/(out) obligation
Transfer (in)/out plan assets
Employee Benefit Expense 13.61 5.11

66.08 57.03
Benefits paid by the Company
Contributions to plan assets (20.05) (4.55)

Closing provision in books of accounts 46.04 52.48

Bifurcation of liability

Current Liability 15.57 14.32


Non-Current Liability 30.47 38.16
Net Liability 46.04 52.48

Principle actuarial assumptions

Discount Rate (p.a) 7.22% 7.56%


Expected Return on Plan Assets 7.22% 7.56%
Salary Escalation Rate 10.00% 10.00%
5.00% p.a at 5.00% p.a at
younger ages younger ages
Withdrawal Rates reducing to reducing to
1.00% p.a at older 1.00% p.a at older
ages ages

124
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

24 Finance Costs (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
Bank Interest Expenses 41.59 70.86
Other Interest Expenses 3.85 1.46
Other Bank Charges 0.00 0.00
Discount Paid 59.26 54.18
104.71 126.50

25 Other Expenses (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
A) Manufacturing Expenses
Cutting Charges - 0.14
Freight Charges 7.51 7.06
Labour Charges Paid 127.30 120.44
Loading & Unloading Charges 5.13 3.33
Material testing Charges 0.94 0.68
Packing Expenses 0.81 8.81
141.69 140.46

B) Power
Electricity Expenses 101.21 113.51

C) Repairs
Building 0.72 0.07
Machinery 94.27 81.09
Others 24.45 26.99

D) Insurance
Other Insurance Charges 0.75 0.31
Keyman Insurance 3.41 3.41

E) Rates and Taxes


Corporation Tax 0.19 0.27
Profession Tax Company 0.03 0.03
Income Tax -
Factory Licence Renewal & fees 0.34 0.57
Water Charges 1.55 2.63

F) Transportation 30.56 25.86

G) Professional and Legal Expenses 32.33 36.66

H) Miscellaneous Expenses 58.53 37.18

I) Directors Sitting Fees 2.00 3.44

J) Payment to Auditors
As Auditors:
Audit fee 1.25 1.25
Tax audit fee 1.00 0.95
In other capacity:
Taxation Matters 1.31 0.13
Other Matters 0.17 0.33
495.75 475.13

125
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

26 Prior Period Items (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
Depreciation 2.77 (4.91)
Income Tax Refund AY 18-19 (paid against appeal) 1.00 -
3.77 (4.91)

26.1 Under/Over charge of depreciation in preceding financial years has been given effect in FY 2023-24

27 MAT Expenses
(Rs. in Lakhs)
Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
MAT Credit Availed - (41.12)

- (41.12)

28 Related party disclosures


As per Accounting Standard 18 on Related party disclosures as notified under section 188 of the Act 2013, read with Rule 3 of the

1. Associate Company : SM Autovision Pvt. Ltd.

2. Key Managemerial Personnel : Mukund Kulkarni - Managing Director


: Suresh Fegde - Whole Time Director
: Suresh Jagdale - Chief Financial Officer
: Akash Jagnani - Company Secretary (resigned)
: Pawan Mahajan - Company Secretary

3. Shareholders of the Company : Suresh Gunwant Fegde


: Alka Mukund Kulkarni
: MukundNarayan Kulkarni
: Jayant Suresh Fegde
: Aditya Mukund Kulkarni
: Reshma Jayant Fegde
: Ajinkya Mukund Kulkarni
: Public

4. Partnership Firm in which Directors are Partners : Suvidh Engineering Industries

5. AOP in which Directors are members : SM Education and Welfare Fund

126
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

Related Party Transactions: - (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023

(A )Key Management Personnel


Remuneration
Remuneration to Director : Suresh Fegde 54.00 54.00
Remuneration to Director : Mukund Kulkarni 54.00 54.00
Remuneration to Director : Alka Mukund Kulkarni 15.00 5.00
Remuneration to CFO : Suresh Jagdale 5.39 4.85
Remuneration to CS : Akash Jagnani 2.03 4.87
Remuneration to CS : Pawan Mahajan 3.43 -
Sitting Fees to Directors 2 3
(B )Other Related Party Transactions
Transactions with Associate company
Labour Charges received from SM Autovision Pvt Ltd. 39.85 30.58
Labour Charges paid to SM Autovision Pvt Ltd. 1.17 0.43
Purchases from S M Autovision Pvt. Ltd. 105.93 170.37
Sale of Raw Material to S M Autovision Pvt. Ltd. 352.33 289.40
Capital Asset Sale to SM Auto Vision 34.03 -
Purchases from Suvidh Engineering Industries 3.46 11.11
Sale of Raw Material to Suvidh Engineering Industries 2.34 22.54
Sale of Scrap to Suvidh Engineering Industries 129.12 126.28
Labour Charges received from Suvidh Engineering Industries - 0.03
Payment to SM Education and Welfare Fund 2.20 2.43

* Related Party Outstanding Balance as on 31/03/2024 & 31/03/2023


(Rs. in Lakhs)
Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
S M Autovision Pvt. Ltd. 18.70 Dr. 209.10 Dr.
Suvidh Engineering Industries 92.80 Dr. 83.91 Dr.
Suresh Fegde 2.53 Cr. 0.32 Cr.
Mukund Kulkarni - 3.05 Cr.
Alka Mukund Kulkarni - 0.85 Cr.
Suresh Jagdale - 0.41 Cr.
Akash Jagnani - 0.38 Cr.

29 Events occurring after Balance sheet date


There are no events subsequent to the balance sheet date, which require adjustment of or disclosure in the Financial statements.

30 All the items of income and expense which are recognized in the Statement of Profit and Loss are for current financial period only

127
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

31 Earning per share


The company has disclosed the basic as well as the diluted EPS on the face of the statement of profit and loss and the same has been

Twelve months Twelve months


Particulars ended ended
31-03-2024 31-03-2023
Net Profit (considering extra ordinary items, if any) 3,00,37,279 3,08,69,499
Number of Equity Shares (Weighted Average)* 1,41,55,045 1,42,87,832
Face Value of Equity 10 10
Basic and Diluted Earning Per share 2.12 2.16

32 Impaired Assets: -
The Board is of the opinion that there is no impairment loss in the Carrying Amounts of all the assets of the company at the Balance
Sheet date. Hence during the financial year company has not provided for impairment loss in the carrying amount of assets.

33 Provisions and Contingent Liabilities: -


Provisions involving judgments and estimation in measurement of expenses are recognized when there is a present obligation as a
result of past events and it is probable that there will be an outflow of resources. The Company has given a corporate guarantee to SM
Autovision Private Limited (Associate Company) in connection with financial borrowings availed from SIDBI.
Following is the total outstanding balance of borrowings of SM Autovision Pvt Ltd :
Contingent Liabilities - not provided for (Rs. in Lakhs)
Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
Corporate Guarantee given to SM Autovision Private Limited by the company 1,814.35 1,789.98
TJSB Bank had given housing loan to one of the employees of the company. For that FDR of - 1.28

128
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

34. Additional Regulatory Information

1.The title deeds of immovable properties of land and buildings as disclosed in the financial Statements, are held in the name of SM
Auto Stamping Pvt. Ltd. as SM Auto Stamping Limited is formed after conversion of private limited to public limited company due to
which title deeds of immovable property are in the name of Private limited company
Whether
Period held–
Gross promoter,
Held in the indicate range, Reason for not being held in
Description of Property Carrying director or their
name of where name of company
Value relative or
appropriate
employee
M/s S.M. Auto M/s. S.M.Auto
Plot Number B- 198, Year of
Stamping Stamping limited
MIDC Nashik Acquisition 2007
Private Limited formerly known
M/s. S.M.Auto
SM Auto Stamping Limited is
Stamping limited
M/s S.M. Auto formed after conversion of SM Auto
Plot Number J-41, MIDC formerly known Year of
Stamping private limited to public limited
Nashik as SM Auto Acquisition 2007
Rs. 586.57 (Rs. Private Limited company due to which title deeds of
Stamping Private
in Lakhs) immovable property are in the name
Limited
of Private limited company. The
M/s. S.M.Auto
company is in process of
Stamping limited
M/s S.M. Auto rectification of above names
Plot Number C-13, MIDC formerly known Year of
Stamping
Nashik as SM Auto Acquisition 2007
Private Limited
Stamping Private
Limited

2.There is no revaluation of company's Property, Plant and Equipment as on 31.03.2024 and 31.03.2023
3. There are no Loans and advances in the nature of loans granted to promoters, KMPs, directors and related parties either severally or
4.There is Capital-Work-in-Progress as on 31.03.2024 Rs. 45.41 Lakhs and 31.03.2023 Rs. 28.97 Lakhs
5.Intangible assets under development are Nil as on 31.03.2024 and 31.03.2023
6.There is no Benami property held as on 31.03.2024 and 31.03.2023
7.The company is not declared as wilful defaulter by any authority.
8.The company does not have any transactions with companies struck off u/s 248 or 560 of the Companies Act, 2013.
9. There is a Charge registered with the ROC of the company which is open as on 31st March 2024 as per master records uploaded on
Ministry of Corporate Affairs. The details are as follows:

129
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

Charge Date of Date of


Assets under charge Status
Amount Creation Modification

Immovable property or any interest therein; Book debts 70.00 08/11/2014 - Closed
Motor Vehicle (Hypothecation) 30.00 29/03/2023 - Open
Immovable property or any interest therein; Movable 100.00 27/03/2019 - Closed
Immovable property or any interest therein; Book debts; 2,136.96 20/03/2007 31/08/2019 Open
Immovable property or any interest therein 140.00 22/07/2020 - Closed
Floating charge; Movable property (not being pledge) 100.00 30/07/2020 - Open

10.Compliance with approved scheme of arrangements u/s 230 to 237 of Companies Act,2013 is not appliacble to this company
11. There are no loans/funds advanced to any Intermediaries or funds to be received from Funding Parties.
12. The company has availed working capital facility against security of current assets and the company is reqired to submit stock

Closing Stock
Closing Stock
per stock Reasons For Material
Closing Stock as per books of
Month statement Difference Discrepancies
accounts
submitted to
bank
Jun-23 455.67 482.29 (26.62)
Due to error in applying rate for
Sep-23 307.86 314.82 (6.96)
valuation to certain items of
Dec-23 606.70 614.36 (7.66)
inventory.
Mar-24 556.87 564.62 (7.75)

Sundry Debtors
Debtors per
Reasons For Material
Debtors as per books of stock statement
Month Difference Discrepancies
accounts submitted to
bank
Jun-23 884.51 802.11 82.40
Due to Errors in ERP Software
Sep-23 686.94 634.24 52.70
during migration from old to new
Dec-23 688.29 572.61 115.69
software.
Mar-24 414.55 383.37 31.18

13.The company has not declared/proposed any interim and final dividend for the current period and has declared and paid interim

35. Employee Benefit disclosure

In accordance with the Accounting Standard-15 'Employee Benefits', the company has calculated the various benefits provided to

i) Defined Contribution Plans -


Company’s contributions to Provident Fund and Employees State Insurance Corporation are recognised as expense for the year as

31-03-2024 31-03-2023
Particulars
Amount Amount
Employer Contribution to Provident Fund 20.56 19.54
Employer Contribution to ESIC 10.83 9.53

130
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

ii) Net provision of Rs. 46.04 Lakhs towards Gratuity is provided for in the books of accounts.

The Company has taken a Group Gratuity Policy to cover adequately the present liability for future payment of Gratuity to the

Bifurcation of Current and non current liability is as follows:

31-03-2024 31-03-2023
Particulars
Gratuity
Current Liability 15.57 14.32
Non-Current Liability 30.47 38.16
Total 46.04 52.48

iii) Bonus/Ex-Gratia payable to employees:-


The Company accounts for Bonus on accrual basis and Ex-gratia on payment basis

iv) Leave Encashment:-


The company has provided for accumulated leaves as on 31st March 2024 in accordance with its policy.

36. The break-up of deferred tax assets and liabilities into major components at the year-end is as below:

31-03-2024 31-03-2023
Particulars Liabilities Assets Liabilities Assets
Amount Amount Amount Amount
Depreciation (71.51) (69.41)
Gratuity and Leave Encashment (21.87) (16.15)
Net Total (49.64) (53.26)

37 Borrowing Cost Disclosures


Borrowing costs on eligible assets have been capitalised on the basis of Weighted Average Cost of Capital of the company for the year,
on pro rata basis.

38 Foreign Currency Transaction


During the year, there is no foreign currency transaction of the company.

131
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

39 Dues to Micro, Small and Medium Sized Enterprises


There are Micro, Small and Medium sized enterprises to whom the company owes the dues as at 31st March, 2024 and 31st March,
2023. The information regarding Micro, Small and Medium sized enterprise has been determined to the extent such parties have been
identified on the basis of information
For the year For the year
Particulars ended ended
31-03-2024 31-03-2023
a) Principal amount paid after appointed date during the year. - -
b) Amount of interest due and payable for the delayed payment of principal amount. - -
c) Principal amount remaining unpaid as at year end (Over due) - -
d) Principal amount remaining unpaid as at year end (Not due) 227.87 141.92
e) Interest due and payable on principal amount unpaid as at the year end - -
f) Total amount of interest accrued and unpaid as at year end. - -
Total 227.87 141.92
Note: Provision for interest on delayed payment as per MSMED Act, 2006 has not been made.

40 Sundry Debtors, Sundry Creditors, balances are subject to confirmation and consequential rectifications / adjustments, if any .

41 Segment Reporting
The Company is operating in one segment only.

42 Compliance with Accounting Standards


On the basis of transactions entered during the year, the company is not required to comply with the following Accounting Standards
:

a) AS – 7: Construction Contracts.
b) AS – 11: The Effects of Changes in Foreign Exchange Rates
c) AS – 14: Accounting for Amalgamation
d) AS – 24: Discontinuing Operations
e) AS – 27 : Financial Reporting of Interests in Joint Ventures

44 Previous years figures have been re-grouped, rearranged and reclassified wherever necessary.

132
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Standalone Financial Statements
for the period ended 31st March, 2024

45 Ratios
Previous Reason for
Particulars Numerator Denominator Current Period Variance
Period changes
Current
Current Ratio (in times) Current Assets 0.88 0.89 -2.00% NA
Liabilities
Debt Equity Ratio(in Shareholder's Due to
Total Debt 0.03 0.13 -78.00%
times) Fund repayment of loan

Debt Service Coverage Earnings for Due to


Debt Service 2.17 3.13 -31.00%
Ratio(in times) debt service repayment of loan
Return on Equity Ratio (in Net Income Shareholder's
17.05% 16.77% 2.00% NA
%) after taxes Fund
Inventory Turnover Cost of Avearge
10.05 11.85 -15.00% NA
Ratio(in times) Goods Sold Inventory
Trade Receivables Net Credit Avearge
11.17 9.16 22.00% NA
Turnover Ratio (in times) Sales Debtors
Trade Payables Turnover Net Credit Average
9.00 7.85 15.00% NA
Ratio (in times) Purchases Creditors
Net Capital Turnover Capital
Net Sales 3.59 3.42 5.00% NA
Ratio (in times) Employed
Net Profit Ratio (in %) Net Profit Sales (Net) 4.45% 4.50% -1.00% NA
Earings before
Return on Capital Capital
Interest and 24.07% 21.98% 9.00% NA
Employed (in %) Employed
Tax
Return on Investment (in
Net Profit Share Capital 21.94% 21.61% 2.00% NA
%)

Signature to Notes 1 to 45

As per our report of even date For SM Auto Stamping Limited


M/s. S.R. Rahalkar & Associates On behalf of board
Chartered Accountants
Firm Registration No. 108283W

Suresh Fegde Mukund Kulkarni


CA S.R.Rahalkar Whole Time Director Managing Director
Partner DIN: 00248850 DIN : 00248797
Membership No.014509

Date: 29th May, 2024 Suresh Jagdale Pawan Mahajan


Place: Nashik Chief Financial Officer Company Secretary

Date: 29th May, 2024


Place: Nashik

133
134
135
136
137
138
139
140
141
142
143
144
145
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Consolidated Balance Sheet
As on 31st March, 2024
(Rs. in Lakhs)
Note As on As on
Particulars
No 31.03.2024 31.03.2023
I Equity and Liabilities
Shareholders' Funds
Share Capital 2 1,368.78 1,428.78
Reserves & Surplus 3 570.00 532.47
Non-Current Liabilities
Long-term Borrowings 4 19.48 55.54
Deferred Tax Liabilities (net) 5 49.64 53.26
Long-term provisions 6 30.47 38.16
Current Liabilities
Short-term Borrowings 7 532.78 676.15
Trade Payables
a. Due to Mirco and Small Enterprises 227.87 141.92
8
b. Due to other than Mirco and Small Enterprises 243.35 494.50
Other Current Liabilities 9 230.37 165.59
Short-term Provisions 10 100.44 84.46
Total 3,373.18 3,670.83
II Assets
Non-Current Assets
Property, Plant & Equipment and Intangible Assets 11
- Property, Plant & Equipment 870.36 1,017.25
- Intangible Assets 28.18 33.55
- Capital WIP 45.41 28.97
Non-current Investments 12 1,237.55 1,181.34
Other non-current asset 13 23.07 19.85
Current Assets
Inventories 14 556.87 403.36
Trade Receivables 15 414.55 795.56
Cash and Cash Equivalents 16 2.86 7.61
Short-term Loans and Advances 17 172.89 164.62
Other Current Assets 18 21.43 18.71
Total 3,373.18 3,670.83
See accompanying notes to the Financial Statements
As per our report of even date
M/s. S.R. Rahalkar & Associates for and on behalf of the board of directors
Chartered Accountants
Firm Registration No. 108283W

Suresh Fegde Mukund Kulkarni


CA S.R.Rahalkar Whole Time Director Managing Director
Partner DIN: 00248850 DIN : 00248797
Membership No.014509

Date: 29th May, 2024 Suresh Jagdale Pawan Mahajan


Place: Nashik Chief Financial Officer Company Secretary
Date: 29th May, 2024
Place: Nashik

146
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Consolidated Statement of Profit & Loss
for the period ended 31st March, 2024
(Rs. in Lakhs)
Twelve Months Twelve Months
Particulars ended ended
31.03.2024 31.03.2023
Revenues
Revenues from operations 19 6,756.37 6,866.33
Other income 20 84.57 148.77
Total Income 6,840.94 7,015.10
Expenses:
Cost of Materials Consumed 21 4,991.98 5,161.14
Changes in Inventories 22 (159.41) 13.22
Employee Benefit Expenses 23 788.37 677.81
Finance Costs 24 104.71 126.50
Depreciation and Amortization Expenses 11 131.90 121.39
Other Expenses 25 495.75 475.13
Total Expenses 6,353.30 6,575.19

Profit/(Loss) before tax and prior period items 487.63 439.91


Prior Period Items 26 3.77 (4.91)

Profit/(Loss) before tax 491.41 444.82


Tax expenses
Current Tax 126.92 53.31
Income Tax for earlier years 0.42 4.99
Income Tax on buy back of shares 67.32 -
Deferred Tax Expenses / (Surplus) (3.62) 77.82
Profit/(Loss) for the period 300.37 308.69
Share in profit of associate 56.21 22.96
Profit/(Loss) for the period 356.58 331.66

Earning per equity share


Basic and Diluted Earning Per share 31 2.52 2.32

See accompanying notes to the Financial Statements


As per our report of even date
M/s. S.R. Rahalkar & Associates for and on behalf of the board of directors
Chartered Accountants
Firm Registration No. 108283W

Suresh Fegde Mukund Kulkarni


CA S.R.Rahalkar Whole Time Director Managing Director
Partner DIN: 00248850 DIN : 00248797
Membership No.014509

Date: 29th May, 2024 Suresh Jagdale Pawan Mahajan


Place: Nashik Chief Financial Officer Company Secretary
Date: 29th May, 2024
Place: Nashik

147
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Consolidated Cash Flow Statement
As on 31st March, 2024
(Rs. in Lakhs)
Particulars As on As on
31-03-2024 31-03-2023
Cash Flow from Operating Activities
Net Profit before tax and Extra-ordinary items 491.41 444.82
Net Profit before tax and Extra-ordinary items of
Asscociate company 56.21 22.96
Adjustments for-
Depreciation 131.90 121.39
Prior Period Items (Non-monetary) (2.77) -
Salvage value written off 8.23 -
Interest Paid 104.71 126.50
Income Tax Paid - -
Interest Income (1.43) (3.93)
Dividend Income (1.35) (0.91)
Profit on sale of fixed assets (26.48) (76.16)
Other Non Operating income (55.31) (67.78)
Operating Profit before Working Capital Changes 705.11 566.90
Adjustments for Changes in Working Capital
Increase /(Decrease) in Trade Payables (165.20) (30.01)
Increase /(Decrease) in Short-term provisions 15.98 25.63
Increase /(Decrease) in Short Term Borrowings (143.37) 160.28
Increase /(Decrease) in Other Current Liabilities (62.15) 3.97
Increase /(Decrease) in Long term provisions (7.69) (0.60)
(Increase)/ Decrease in Trade Receivables 381.01 (91.50)
(Increase)/ Decrease in Inventories (153.51) 59.13
(Increase)/ Decrease in Short term Loans & Advances 68.86 (2.07)
(Increase)/ Decrease in Other Current Assets (2.73) 21.30
Cash generated from Operations 636.33 713.05
Income Tax Paid (144.87) (59.06)
Net cash from Operating activities 491.46 653.99

Cash Flow from Investing Activities


Purchase of Fixed Assets (170.71) (314.03)
Proceeds from Sale of Fixed Assets 195.65 236.65
(Increase)/ Decrease of Non-Current Investments (56.21) (22.96)
(Increase)/ Decrease in Long term loans and advances (3.22) (6.97)
Interest Received 1.43 3.93
Dividend Received 1.35 0.91
Other Non Operating income 55.31 67.78
Net cash from Investing activities 23.61 (34.70)
Cash Flow from Financing Activities
Dividend Paid - (178.60)
Payment on Buy-back of Shares (379.05) -
Net Proceeds from Long Term Borrowings (36.06) (314.66)
Interest Paid (104.71) (126.50)
Net cash from Financing activities (519.82) (619.76)
Net Increase in Cash and Cash equivalents (4.75) (0.47)
Cash and Cash equivalents at the beginning of the year 7.61 8.08
Cash and Cash equivalents at the end of the year 2.86 7.61
As per our report of even date

As per our report of even date


M/s. S.R. Rahalkar & Associates for and on behalf of the board of directors
Chartered Accountants
Firm Registration No. 108283W

Suresh Fegde Mukund Kulkarni


CA S.R.Rahalkar Whole Time Director Managing Director
Partner DIN: 00248850 DIN : 00248797
Membership No.014509

Date: 29th May, 2024 Suresh Jagdale Pawan Mahajan


Place: Nashik Chief Financial Officer Company Secretary

Date: 29th May, 2024


Place: Nashik

148
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789

Notes attached to and forming part of Consolidated Financial Statements


For the year ended 31st March, 2024

Note No. 1 - Significant Accounting Policies

1. Principles of Consolidation
The Consolidated financial statements consist of the financial statements of SM Auto Stamping
Limited (the “company”) and its Associate ‘SM Autovision Private Limited’ (collectively referred
to as "the Group"). The Consolidated Financial Statements have been prepared on the basis of
equity method as prescribed under ‘Accounting Standard 23 – Accounting for Investments in
Associates in Consolidated Financial Statements’ as specified under section 133 of the Companies
Act 2013, Rule 3 of the Companies (Accounting Standards ) Rules, 2021.

The difference between the cost of investment in the associates and the Group's share of net
assets at the time of acquisition of share in the associates is identified in the financial statements as
Goodwill.

The Group accounts for its share of post-acquisition changes in net assets of associates through its
Consolidated Statement of Profit and Loss, to the extent such change is attributable to the
associate’s Statement of Profit and Loss and through its reserves for the balance.

2. Significant Accounting Policies

a) Basis of preparation of Consolidated Financial Statements & Accounts: - The consolidated


financial statements & accounts are prepared under historical cost convention in accordance with
the mandatory Accounting Standards as specified under section 133 of the Companies Act 2013,
Rule 3 of the Companies (Accounting Standards ) Rules, 2021 and the relevant provisions of the
Companies Act, 2013.
The Group has adopted accrual basis of accounting.
Accounting policies except specifically referred to, are consistent and in consonance with generally
accepted accounting policies.

b) Use of Estimates: - The preparation and presentation of consolidated financial statements in


conformity with the generally accepted accounting principles, requires estimate and assumptions to
be made that affect the reported amounts of assets and liabilities, revenues and expenditures and
disclosure of contingent liabilities. The estimates and assumptions used in accompanying financial
statements are based upon management’s evaluation of relevant facts and circumstances as on the
date of financial statements. Difference between the actual results and estimates are recognized in
the period in which result materialize/ are known.

c) Inventories: - Inventories are valued at cost and no net realizable value is calculated. In the group
company, the Inventories are valued at lower of cost or net realizable value. Cost of Inventories
149
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789

Notes attached to and forming part of Consolidated Financial Statements


For the year ended 31st March, 2024

comprises of purchase cost, and other cost incurred in bringing inventories to their present
location and condition. The cost has been determined as under.
i. Raw materials on First In First Out (FIFO) basis
ii. Finished Products – at raw material plus conversion cost
iii. Work-in-Progress at raw material cost plus proportionate conversion cost

d) Cash flow statement: - Cash flows are reported using the indirect method as specified under
Accounting Standard - 3, whereby profit before tax is adjusted for the effects of transactions of a
non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments
and item of income or expenses associated with investing or financing cash flows. The cash flows
from operating, investing and financing activities of the group are segregated.

e) Revenue Recognition: Revenue is recognized as follows


i. Revenue is recognized at the time of dispatch of goods to the customer along with sales
invoice and e-way bill (wherever applicable) to that extent AS 9 has not been complied.
ii. Sale of services are recognized when services are delivered to the customer and are
recorded net of Duties, Taxes and Trade Discounts & Rebates.
iii. Interest Income is recognised on a time proportion basis.
iv. Dividend Income is recognised on receipt basis.

f) Tangible Assets: - Tangible assets, capital work in progress are stated at cost, less Accumulated
depreciation and Impairment losses, if any. Cost comprises of Purchase price, borrowing costs, if
capitalization criteria are met and any cost attributable to bringing the assets to its working
condition for its intended use which includes taxes (except taxes of which input credit is been
claimed), freight, and installation and allocated incidental expenditure during the construction/
acquisition.
When parts of an item of tangible assets have different useful lives, they are accounted for as
separate items (Major Components) of property, plant and equipment. Subsequent expenditure
relating to tangible assets is capitalized only if such expenditure results in an increase in the future
benefits from such assets beyond its previously assessed standard of performance.

g) Depreciation: -
Depreciation on Property, Plant and Equipment is provided to the extent of depreciable amount
on Written Down Value (WDV) Method. Depreciation is provided based on useful life of assets as
prescribed in Schedule II to the Companies Act, 2013.
Depreciation on addition to tangible assets is provided on pro-rata basis from the date the assets
are ready for intended use. Depreciation on sale/ discard from tangible assets is provided for up to
the date of sale, deduction or discard of tangible assets as the case may be.
During the year, the company has changed depreciation method for intangible assets from Written
Down Value to Straight Line Method to comply with AS-26 Intangible Assets.

150
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789

Notes attached to and forming part of Consolidated Financial Statements


For the year ended 31st March, 2024

h) Government grants: -
Grants and subsidies from the government are recognized when there is a reasonable assurance
that (i) the company will comply with the conditions attached to them and (ii) Subsidy will be
received.
i) Investments:- Investments are valued at cost except where there is a permanent decline in the
value of investments.
In case of the Company, Non-current investment includes Bank Shares and Shares of Associate
Company.

j) Employee Benefits : -
All Short term employee benefits are recognized at their undiscounted amount in the accounting
period in which they are incurred.
Defined Contribution Plan
The Holding Company and Associate Company is having defined contribution plan for post
employment benefits in the form of Provident Fund. Under the Provident Fund Plan, the group
contributes to a government administered Provident Fund on behalf of employees. The group has
no further obligation beyond making the Contribution.
Defined Benefit Plan
The Group has made provision for payment of Gratuity to its employees. This Provision is made
as per the method prescribed under the Payment of Gratuity Act. The cost of providing gratuity
under this plan is determined on the basis of actuarial valuation at year end. Under the Gratuity
Fund Plan, the holding company contributes to a LIC administered Group Gratuity Fund on
behalf of its employees.
k) Borrowing Costs: - The Interest on cash credit and various term loans is charged to statement of
profit and loss and classified under Finance costs. The borrowing costs that are attributable to
acquisition, construction or production of qualifying assets are capitalised as a part of cost of such
Assets.

l) Leases: - Lease under which the Company assumes substantially all the risks and rewards of
ownership are classified as finance leases. Lease hold land acquired by the Company is capitalized
at Cost paid for acquisition and related legal costs.

m) Earnings Per Share: - Basic earnings per share is calculated by dividing the consolidated net
profit or loss for the period attributable to equity shareholders of holding company by the
weighted average number of equity shares outstanding during the period. Earnings considered in
ascertaining the holding ccompany’s earnings per share is the consolidated net profit for the
period after deducting any attributable tax thereto for the period. The weighted average number of
equity shares outstanding during the period for all periods presented is adjusted for events, such as
bonus shares, that have changed the number of equity shares outstanding, without corresponding
change in the resources.

151
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789

Notes attached to and forming part of Consolidated Financial Statements


For the year ended 31st March, 2024

n) Taxes on Income: - Income Tax for the period is provided as per the provisions of the Income
Tax Act, 1961 after considering various deductions available under the Act.
Deferred Tax Income/Expense is recognized for "timing differences" between the accounting
income and the taxable income using the tax rates and laws that are enacted or substantially
enacted as on the Balance Sheet date. The Deferred Tax Asset is recognized and carried forward
only to the extent there is a reasonable certainty that the asset will be realized in future.

o) Intangible Assets: - Intangible assets are recorded at the consideration paid for acquisition of
such assets and are carried at cost less accumulated amortization and impairment. Intangible assets
are amortized over their respective individual estimated useful lives on a WDV basis commencing
from the date the asset is available to the Company for its use to till F.Y.2022-23. However, from
F.Y.2023-24, the company has amortized its intangible assets on SLM basis. Software being
intangible asset in the form of license to use the software is considered as integral part of
computers and network. So management has decided to depreciate it as per the useful life of
computer server as decided by the management and networks under SLM method as prescribed
under AS-26 Intangible Assets. The SLM method is being followed in the group company.

p) Impairment of Assets: - In accordance with (AS-28) – Impairment of Assets, the carrying


amounts of the Company’s assets including intangible assets are reviewed at each balance sheet
date to determine whether there is any indication of impairment. If any such indications exist, the
assets recoverable amount is estimated, as the higher of the net selling price and the value in use.
An impairment loss is recognized whenever the carrying amount of an asset or its cash generating
unit exceeds its recoverable amount. If at the balance sheet date, there is an indication that a
previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the
asset is assessed at the recoverable amount subject to a maximum of depreciable historical cost.

q) Provisions and Contingent Liabilities: -Provisions involving judgments and estimation in


measurement of expenses are recognized when there is a present obligation as a result of past
events and it is probable that there will be an outflow of resources.
A disclosure for a contingent liability is made when there is a possible obligation or a present
obligation that probably will not require an outflow of resources.

152
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

2 Share Capital (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023

A) Authorized Share Capital 1,650.00 1,650.00


(1,65,00,000 Ordinary Equity Shares of Rs. 10/- each)
1,650.00 1,650.00

B) Issued Subscribed & Paid-up Share Capital 1,368.78 1,428.78


(1,36,87,832 Ordinary Equity Shares of Rs. 10/- each)
1,368.78 1,428.78

C) Reconciliation of shares outstanding at the beginning & at the end of the reporting period
As on As on
Particulars
31.03.2024 31.03.2023
Equity Shares
Balance of number of ordinary equity shares at the beginning of the year 1,42,87,832 1,42,87,832
Add : Bonus Issue of shares made during the period -
Less : Buyback of shares 6,00,000
Balance of number of ordinary equity shares at the end of the year 1,36,87,832 1,42,87,832
The Company has exercised buyback option for 6,00,000 shares at the rate of Rs. 60/- per share.
D) The rights, preferences and restrictions attached to each class of shares
Equity Shares
The Ordinary Equity Shares of the company have the rights and restrictions as prescribed in the Companies Act, 2013

E) Details of shares held by its holding company in the Company - NA


F) Details of shares held by shareholders holding more than 5 % of aggregate shares in the Company

As on As on
Particulars
31.03.2024 31.03.2023
1.Name - Kulkarni Alka Mukund
Number of Shares held in the Company 65,89,009 68,95,352
Percentage of Share Holding 48.14% 48.26%

2. Name - Fegde Suresh Gunvant


Number of Shares held in the Company 33,96,491 35,52,164
Percentage of Share Holding 24.81% 24.86%

G)Terms and details of shares reserved for issue under options and contracts/commitments - Nil

H) Details of ordinary equity shares issued in immediately preceding five years as on the date of Balance sheet

As on As on
Particulars
31.03.2024 31.03.2023
a) Aggregate number of fully paid up shares pursuant to contract(s) without payment being
received in cash. Nil Nil
b) Aggregate number of fully paid up shares by way of bonus Nil Nil
c) Aggregate number of shares bought back. 6,00,000 Nil

I)Terms of any securities convertible into equity/preference shares issued along with the earliest date of conversion in descending order
starting from the farthest such date: Nil

J) Calls issued and unpaid - Nil

K) Paid Up value of Shares forfeited - Nill

153
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

L) Shareholding of Promoters is as given below:

As on 31/03/2024 As on 31/03/2023
% Change in
Name of Promoter Shareholding
% Holding % Holding during the year
No. of Shares No. of Shares
in the Class in the Class
Suresh Gunwant Fegde 24.81 33,96,491 24.86 35,52,164 0.19%
Alka Mukund Kulkarni 48.14 65,89,009 48.26 68,95,352 0.25%
Mukund Narayan Kulkarni 0.00 100 0.00 100 0.00%
Jayant Suresh Fegde 0.00 100 0.00 100 0.00%
Aditya Mukund Kulkarni 0.00 8 0.00 8 0.00%
Reshma Jayant Fegde 0.00 8 0.00 8 0.00%
Ajinkya Mukund Kulkarni 0.00 100 0.00 100 0.00%
Total 72.95 99,85,816 73.12 1,04,47,832 0.43%

3 Reserves & Surplus (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
Securities Premium
Opening Balance 243.80 243.80
Add / (Less) : Transfer during the year (243.80) -
Closing Balance - 243.80

Reserves
Opening Balance 162.24 162.24
Add / (Less) : Transfer to Capital redemption reserve (60.00) -
Closing Balance 102.24 162.24

Capital Redemption Reserve


Opening Balance - -
Add / (Less) : Transfer from General Reserve 60.00 -
Closing Balance 60.00 -

Surplus
Opening Balance 126.43 (26.63)
Add / (Less) : Profit / (Loss) for the current year 356.58 331.66
Add / (Less) : Interiem Dividend - (178.60)
Add / (Less) : Transfer for buy back (56.20) -
Add / (Less) : Expenses for buy back (19.05)
Closing Balance 407.76 126.43

Total 570.00 532.47


3.1 The expenses related to execution of buy back of shares have been debited to Reserves & Surplus.

4 Long-term Borrowings (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
Secured Term Loans from Banks
TJSB Sahakari Bank Ltd. Express Loan - 20.72
TJSB Sahakari Bank Ltd. Sahyog 2 - 9.86
(Refer note no. 4.2)

Vehicle Loan - M 364 19.48 24.96


Total of Long Term Borrowing 19.48 55.54

154
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

4.1. Term Loans from SIDBI


Particulars ROI Terms of Repayment
Repayable in 60 months including
moratorium of 6 months and 54
SIDBI -D00014A4 8.21%
monthly instalments starting from
April 2019
(Secured by first Pari pa-ssu charge on Immovable Property situated at Plot no. C13, Ambad, Nashik, hypothecation of all the movable
assets of the company including guarantee of Directors)

4.2. Term Loans from TJSB Sahakari Bank Ltd.


Particulars ROI Terms of Repayment
8.25%(Floati Repayble in 60 monthly Instalments
TJSB Sahakari Bank Ltd Vehicle Loan - M 364
ng) starting from March 2023

Repayable in 90 monthly instalments


10.75%
TJSB Sahakari Bank Ltd. TL Express Scheme including 9 months moratorium
(Floating)
starting from September 2019
Repayable in 48 months instalments
9.1%
TJSB Sahakari Bank Ltd. Sahyog 2 including 12 months moratorium
(Floating)
starting from July 2020
(Secured by Pari-passu charge on Immovable Property and hypothecation of Plant and Machinery, stock and book debts, equitable
mortgage of Land and building and by personal guarantee of directors.)

5 Deferred Tax Liabilities (net)


The break-up of deferred tax assets and deferred tax liabilities into major components of the respective balances are as follows:

(Rs. in Lakhs)
As on As on
Particulars
31.03.2024 31.03.2023
On depreciation allowance on Fixed Assets 71.51 69.41
On others (21.87) (16.15)
49.64 53.26

6 Long-term provisions (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
(a) Provision for Gratuity Payable ( Refer Note 23.1 ) 30.47 38.16
30.47 38.16

155
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

7 Short-term Borrowings (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
Secured Loans repayable on demand from Bank
TJSB Sahakari Bank Ltd C.C. - 136 501.09 484.49
(Refer note no. 7.1)

SIDBI -D00014A4 - 20.59


(Refer note no.4.1)

TJSB Sahakari Bank Ltd. Express Loan 26.17 130.35


TJSB Sahakari Bank Ltd. Sahyog 2 - 35.66
(Refer note no. 4.2)

Vehicle Loan - M 364 5.51 5.06

Total of Short Term Borrowing 532.78 676.15

7.1. Secured cash credit


Particulars ROI Terms of Repayment
9.50%
TJSB Sahakari Bank Ltd C.C. - 136 Repayable on Demand
(floating)
(Secured by hypothecation of stock and book debts, plant and machinery, furniture and fixtures, Pari-passu charge on land and building
and personal guarantee of directors)

8 Trade Payables (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
Creditors for goods purchased or services received
Trade payables required to be classified in MSMED Act 227.87 141.92
Others 243.35 494.50
471.22 636.42

8.1 Trade Payables' balances are subject to confirmation , reconciliation and consequential adjustments, if any.

Trade Payables aging schedule


As on 31.03.2024
(Rs. in Lakhs)
Outstanding for following periods from due date of payment/date of
transaction
Particulars
Less than 1 More than 3
1-2 years 2-3 years Total
year years
(i) MSME 227.87 227.87
(ii) Others 243.35 243.35
(iii) Disputed dues - MSME -
(iv) Disputed dues - Others -
Total 471.22 - - - 471.22

156
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

Trade Payables aging schedule


As on 31.03.2023
(Rs. in Lakhs)
Outstanding for following periods from due date of payment/date of
transaction
Particulars
Less than 1 More than 3
1-2 years 2-3 years Total
year years
(i) MSME 141.92 - - - 141.92
(ii) Others 494.50 - - - 494.50
(iii) Disputed dues - MSME -
(iv) Disputed dues - Others -
Total 636.42 - - - 636.42

9 Other Current Liabilities (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
Electricity Charges 8.46 10.00
Liability towards Employees' deductions 9.51 9.67
TCS FY 2023-24 0.80 -
TDS FY 2023-24 8.49 6.51
MAT Payable - -
Provision for Income Tax 126.92 74.25
Water Charges 0.12 0.08
Goods and Services tax 76.08 65.03
Other Payables - 0.06

Total of other current liabilities 230.37 165.59

157
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

10 Short-term Provisions (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
A) Provision for employee benefits
Salary & Wages 40.64 30.41
Bonus 26.24 21.12
Directors' Remuneration 2.53 4.22
Provident Fund - Employer's Contribution 1.77 1.69
ESIC - Employer's Contribution 0.94 0.83
MLWF Employer's Contribution 0.03 0.03
Gratuity ( Refer Note no. 15.57 14.32
Leave Encashment 6.33 5.59

Total A 94.06 78.21


B) Other Provisions
Statutory Audit Fees 1.25 1.25
Tax Audit Fees 1.00 1.00
GST Consultancy Fees 0.40 0.40
Income Tax work Charges 0.20 0.20
Secretarial Audit fees 0.35 0.35
Gratuity Valuation Fees 0.05 0.05
Professional Fees 1.64 -
Internal Audit Fees 1.50 3.00
Total B 6.39 6.25

Total of short term provisions (A+B) 100.44 84.46

12 Non-current Investments (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
(a) Investment in Equity Instruments
Samarth Sahakari Bank 0.25 0.25
TJSB Sahakari Bank 5.00 5.00
Total A 5.25 5.25

(b) Investment in Associate - SM Autovision Pvt Ltd


Initial recording cost of Investment 67.62 67.62
Add: Goodwill 291.98 291.98
Cost of Investment 359.60 359.60
Share in post Acquisition Profits 176.92 120.71
Total B 536.52 480.31

(c) Investment in Preference Shares of SM Autovision Pvt Ltd 695.78 695.78


1,237.55 1,181.34

(As on 31.03.2024)
Extent of Whether stated
Quoted/ Partly paid/ Amount (in
Name of the body corporate No. of shares Holding at cost or not
Unquoted Fully paid Lakhs)
(%) Yes/No
1 2 3 4 5 6 7
Associate Company
Preference Shares of SM
Autovision Pvt Ltd 9,05,318 Unquoted Fully paid 100% #REF! Yes
Ltd 41,02,154 Unquoted Fully paid 48% 695.78 Yes
Others
Samarth Sahakari Bank 1,013 Unquoted Fully paid NA 0.25 Yes
TJSB Sahakari Bank 10,000 Unquoted Fully paid NA 5.00 Yes

158
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

(As on 31.03.2023)
Extent of Whether stated
Quoted/ Partly paid/ Amount (in
Name of the body corporate No. of shares Holding at cost or not
Unquoted Fully paid Lakhs)
(%) Yes/No
1 2 3 4 5 6 7
Associate Company
Preference Shares of SM
Autovision Pvt Ltd 9,05,318 Unquoted Fully paid 100% #REF! Yes
Equity shares SM Autovision Pvt
Ltd 41,02,154 Unquoted Fully paid 48% 695.78 Yes
Others
Samarth Sahakari Bank 1,013 Unquoted Fully paid NA 0.25 Yes
TJSB Sahakari Bank 10,000 Unquoted Fully paid NA 5.00 Yes

13 Other non-current asset (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
Security Deposits
Secured
Bank Deposits (Note 13.1) - 2.25
Unsecured, considered good
MIDC Water Deposit 0.54 0.45
MSEDCL Deposit 19.59 14.06
Telephone Deposit 0.08 0.08
NSDL & CDSL Deposit 1.80 1.80
Others 1.06 1.21
23.07 19.85
13.1 The above bank deposits are made in the name of directors /promoters of the company and is under lien with TJSB Sahakari Bank
Ltd. for home loan given by the bank to the employee.

14 Inventories (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
(a) Raw materials 125.18 133.33
(b) Work-in-progress 196.35 263.78
(c) Finished Goods 226.84 -
(d) Consumables 8.50 6.25
556.87 403.36

15 Trade Receivables (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
A) Outstanding for a period exceeding six months
(a) Unsecured, considered good 3.99 7.96
(b) Doubtful
B) Others
(a) Unsecured, considered good 410.56 494.58
(b) Doubtful
C) Due from directors / officer or entities in which they are - 293.02
owner, partner, director or members
414.55 795.56
15.1 Trade Receivables' balances are subject to confirmation, reconciliation and consequential adjustments, if any.

159
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

Trade Receivables aging schedule As on 31.03.2024


(Rs. in Lakhs)
Outstanding for following periods from due date
Particulars Less than 6 6 months - 1 More than 3
1-2 years 2-3 years Total
months year years
(i) Undisputed Trade receivables -
- considered good 410.56 3.99 414.55
(ii) Undisputed Trade
Receivables -- considered
doubtful
(iii) Disputed Trade Receivables
considered good
(iv) Disputed Trade Receivables
considered doubtful
Total 410.56 3.99 - - - 414.55

Trade Receivables aging schedule As on 31.03.2023


(Rs. in Lakhs)
Outstanding for following periods from due date
Particulars Less than 6 6 months - 1 More than 3
1-2 years 2-3 years Total
months year years
(i) Undisputed Trade receivables -
- considered good 787.60 7.96 - - - 795.56
(ii) Undisputed Trade
Receivables -- considered
doubtful
(iii) Disputed Trade Receivables
considered good
(iv) Disputed Trade Receivables
considered doubtful
Total 787.60 7.96 - - - 795.56

16 Cash and Cash Equivalents (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
(a) Balances with banks
Balance in Current Accounts 0.94 5.80
(b) Cash in hand 1.91 1.81
2.86 7.61

160
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

17 Short-term Loans and Advances (Rs. in Lakhs)


As on As on
Particulars
31.03.2024 31.03.2023
(a) Other unsecured advances considered good
Income Tax refund A.Y. 2019-20 2.73 10.96
Income Tax refund A.Y. 2020-21 - 30.94
Income Tax refund A.Y. 2018-19 40.17 -
VAT refund F.Y. 2017-18 - 0.53
T.D.S. Receivable 43.14 46.29
TCS Receivable - 2.78
MAT receivable 40.70 41.12
Advance Tax 34.00 5.00
Employee Advances 9.82 11.85
GST Credit Receivable 2.34 15.16

172.89 164.62

18 Other Current Assets


As on As on
Particulars
31.03.2024 31.03.2023
Advances to Suppliers 8.60 6.29
Prepaid Expenses 1.04 0.63
Subsidy Receivable 11.79 11.79
21.43 18.71

161
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements for the period ended 31st March, 2024

11: Property, Plant & Equipment and Intangible Assets


(Rs. in Lakhs)
Gross Block Depreciation Net Block
Sr.
Particulars Excess
No. Upto 31-03- Salvage Value Sale/
01-04-2023 Addition Sale Regroup 31-03-2024 01-04-2023 Depreciation Accumulated 31-03-2024 31-03-2024 31-03-2023
2024 Written off Transfer
written back
Property, Plant and
Equipment
1 Land 68.80 - - - 68.80 - - - - - - - 68.80 68.80

2
Factory Building & Premises 517.77 - - - 517.77 339.92 16.06 - - - - 355.98 161.79 177.84

3 Electrical Installation 45.65 - - - 45.65 41.53 0.03 1.87 - - - 43.43 2.22 4.12

4 Furniture 53.08 - - (0.03) 53.08 48.40 0.68 - - - - 49.08 4.01 4.69

5 Dies 317.47 3.36 - 8.05 320.83 278.43 7.61 - - - - 286.04 34.78 39.04

6 Plant & Machinery 1,604.78 53.74 349.47 (10.01) 1,309.17 989.85 79.48 4.14 - 233.98 0.12 839.61 469.57 614.94

7 Solar System 113.39 40.85 - (0.16) 154.24 41.18 10.11 - - - 51.29 102.95 72.21

8 Office Equipments 11.40 2.64 - 1.41 14.03 10.43 1.74 - - - 12.16 1.87 0.97

9 Motor Vehicles and Cars 78.16 - - - 78.16 44.34 9.69 - - - 54.03 24.13 33.82

10 Computer & Peripherals 14.57 - 0.86 14.57 13.75 0.30 0.27 - - 14.32 0.25 0.83

Sub Total 2,825.07 100.58 349.47 0.12 2,576.31 1,807.82 125.70 6.29 - 233.98 0.12 1,705.94 870.36 1,017.25
Intangible Assects
11 Software & Web Site 48.19 - - - 48.19 14.64 6.20 1.94 2.77 - 20.01 28.18 33.55
-
Capital WIP -
12 Plant & Machinery 28.97 46.58 52.54 - 23.01 - - - - - - 23.01 28.97
13 Office Equipments - 1.15 1.15 - - - - - - - - - -
14 Tools - 22.40 - - 22.40 - - - - - - 22.40 -
Sub Total 77.17 70.13 53.69 - 93.61 14.64 6.20 1.94 2.77 - - 20.01 73.60 62.53
Grand total 2,902.24 170.71 403.15 0.12 2,669.91 1,822.46 131.90 8.23 2.77 233.98 0.12 1,725.95 943.96 1,079.78

Previous Year (FY 22-23) 2,753.61 314.03 165.40 - 2,902.24 1,705.98 121.39 - - 4.91 - 1,822.46 1,079.78 1,047.63

Capital Work in progress As on 31.03.2024


Amount in CWIP for a period of
CWIP More than 3 Total
Less than 1 year 1-2 years 2-3 years
years
Project in progress 45.41 - - - 45.41
Project temporarily suspended - - - - -

CWIP completion schedule As on 31.03.2024


To be competed in
CWIP Less than 1 More than 3
1-2 years 2-3 years
year years
Project in progress 23.01 - - 23.01
Project temporarily suspended - - - -

Capital Work in progress As on 31.03.2023


Amount in CWIP for a period of
CWIP More than 3 Total
Less than 1 year 1-2 years 2-3 years
years
Project in progress 28.97 - - - 28.97
Project temporarily suspended - - - - -

CWIP completion schedule As on 31.03.2023


To be competed in
CWIP Less than 1 More than 3
1-2 years 2-3 years
year years
Project in progress 28.97 - - 28.97
Project temporarily suspended - - - -

162
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

19 Revenues from operations (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
(a) Sale of Products (Manufacturing) 5,589.82 5,743.17
(b) Sale of Products (Trading) 337.01 273.64
(c) Sale of Services 95.02 94.98
(d) Sale of Scrap 734.50 754.53
6,756.37 6,866.33

20 Other income (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
(a) Discount Earned 31.51 50.76
(b) Profit on sale of fixed assets 26.48 76.16
(c) Other non operating income
Interest Income 1.43 3.93
Dividend Income 1.35 0.91
Subsidy 23.80 -
Expenses Written back - 15.62
Other Receipts - 1.40
84.57 148.77

21 Cost of Materials Consumed (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
Opening Stock of Raw Materials and Consumables 139.58 185.50
Add :- Purchases of Raw Materials 4,935.48 5,073.45
Add :- Purchases of Consumables 50.60 41.77
Less :- Closing Stock of Raw Material and Consumables 133.68 139.58
4,991.98 5,161.14

22 Changes in Inventories (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
Work-in-Progress
Opening Inventory of Work-in-Progress 263.78 276.99
Less :- Closing Inventory of Work-in-Progress 196.35 263.78
67.43 13.22
Finished Goods
Opening Inventory of Finished Goods - -
Less :- Closing Inventory of Finished Goods 226.84 -
(226.84) -

Total Changes in Inventories (159.41) 13.22

163
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

23 Employee Benefit Expenses (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
A) Labour
Wages 408.20 309.85
Contribution to Provident Fund 13.99 14.04
Provident Fund Administration Charges 0.32 0.31
Contribution to ESIC 9.96 8.53
EDLI PF Expenses 0.82 -
Total (A) 433.28 332.74

B) Staff
Salary 132.34 121.16
Contribution to Provident Fund 5.75 5.50
Provident Fund Administration Charges 0.50 0.48
EDLI PF Expenses - -
Contribution to ESIC 0.87 1.00
Maharashtra Labour welfare Fund 0.09 0.10
Staff Welfare 26.43 31.84
Bonus 46.62 60.96
Gratuity Expenses (Refer note 23.1) 13.61 5.56
Leave Encashment Expenses 5.89 5.48
Total (B) 232.09 232.08

C) Directors
Directors' Remuneration 123.00 113.00
Total (C) 123.00 113.00

Total Employee Benefit Expenses (A+B+C) 788.37 677.81

164
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

23.1 Gratuity Expenses: (Rs. in Lakhs)


Twelve months Twelve months
Details of Gratuity Expenses ended ended
31-03-2024 31-03-2023
Profit and loss account for the period

Current service cost 14.32 13.16


Interest on obligation 12.22 11.31
Expected return on plan assets (8.79) (8.04)
Net actuarial loss/(gain) (4.14) (11.32)
Total included in 'Employee Benefit Expense' 13.61 5.11

Total Charge to P&L 13.61 5.11

Reconciliation of defined benefit obligation

Opening Defined Benefit Obligation 164.70 159.47


Transfer in/(out) obligation -
Current service cost 14.32 13.16
Interest cost 12.22 11.31
Actuarial loss (gain) (4.56) (11.93)
Loss (gain) on curtailments - -
Liabilities extinguished on settlements - -
Benefits paid (3.01) (7.31)

Closing Defined Benefit Obligation 183.67 164.70

Table of experience adjustments

Defined Benefit Obligation 183.67 164.70


Plan Assets (137.63) (112.23)
Surplus/(Deficit) 46.04 52.48

Reconciliation of plan assets

Opening value of plan assets 112.23 107.55


Transfer in/(out) plan assets -
Expenses deducted from the fund -
Expected return 8.79 8.04
Actuarial gain/(loss) (0.42) (0.61)
Contributions by employer 20.05 4.55
Benefits paid (3.01) (7.31)

Closing value of plan assets 137.63 112.23

165
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

Twelve months Twelve months


Details of Gratuity Expenses ended ended
31-03-2024 31-03-2023
Reconciliation of net defined benefit liability
`
Net opening provision in books of accounts 52.48 51.92
Transfer in/(out) obligation
Transfer (in)/out plan assets
Employee Benefit Expense 13.61 5.11

66.08 57.03
Benefits paid by the Company
Contributions to plan assets (20.05) (4.55)

Closing provision in books of accounts 46.04 52.48

Bifurcation of liability

Current Liability 15.57 14.32


Non-Current Liability 30.47 38.16
Net Liability 46.04 52.48

Principle actuarial assumptions

Discount Rate (p.a) 7.22% 7.56%


Expected Return on Plan Assets 7.22% 7.56%
Salary Escalation Rate 10.00% 10.00%
5.00% p.a at 5.00% p.a at
younger ages younger ages
Withdrawal Rates reducing to reducing to
1.00% p.a at older 1.00% p.a at older
ages ages

166
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

24 Finance Costs (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
Bank Interest Expenses 41.59 70.86
Other Interest Expenses 3.85 1.46
Other Bank Charges 0.00 0.00
Discount Paid 59.26 54.18
104.71 126.50

25 Other Expenses (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
A) Manufacturing Expenses
Cutting Charges - 0.14
Freight Charges 7.51 7.06
Labour Charges Paid 127.30 120.44
Loading & Unloading Charges 5.13 3.33
Material testing Charges 0.94 0.68
Packing Expenses 0.81 8.81
141.69 140.46

B) Power
Electricity Expenses 101.21 113.51

C) Repairs
Building 0.72 0.07
Machinery 94.27 81.09
Others 24.45 26.99

D) Insurance
Other Insurance Charges 0.75 0.31
Keyman Insurance 3.41 3.41

E) Rates and Taxes


Corporation Tax 0.19 0.27
Profession Tax Company 0.03 0.03
Income Tax -
Factory Licence Renewal & fees 0.34 0.57
Water Charges 1.55 2.63

F) Transportation 30.56 25.86

G) Professional and Legal Expenses 32.33 36.66

H) Miscellaneous Expenses 58.53 37.18

I) Directors Sitting Fees 2.00 3.44

J) Payment to Auditors
As Auditors:
Audit fee 1.25 1.25
Tax audit fee 1.00 0.95
In other capacity:
Taxation Matters 1.31 0.13
Other Matters 0.17 0.33
495.75 475.13

167
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

26 Prior Period Items (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
Depreciation 2.77 (4.91)
Income Tax Refund AY 18-19 (paid against appeal) 1.00 -
3.77 (4.91)

26.1 Under/Over charge of depreciation in preceding financial years has been given effect in FY 2023-24

27 MAT Expenses
(Rs. in Lakhs)
Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
MAT Credit Availed - (41.12)

- (41.12)

28 Related party disclosures


As per Accounting Standard 18 on Related party disclosures as notified under section 188 of the Act 2013, read with Rule 3 of the

1. Associate Company : SM Autovision Pvt. Ltd.

2. Key Managemerial Personnel : Mukund Kulkarni - Managing Director


: Suresh Fegde - Whole Time Director
: Suresh Jagdale - Chief Financial Officer
: Akash Jagnani - Company Secretary (resigned)
: Pawan Mahajan - Company Secretary

3. Shareholders of the Company : Suresh Gunwant Fegde


: Alka Mukund Kulkarni
: MukundNarayan Kulkarni
: Jayant Suresh Fegde
: Aditya Mukund Kulkarni
: Reshma Jayant Fegde
: Ajinkya Mukund Kulkarni
: Public

4. Partnership Firm in which Directors are Partners : Suvidh Engineering Industries

5. AOP in which Directors are members : SM Education and Welfare Fund

168
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

Related Party Transactions: - (Rs. in Lakhs)


Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023

(A )Key Management Personnel


Remuneration
Remuneration to Director : Suresh Fegde 54.00 54.00
Remuneration to Director : Mukund Kulkarni 54.00 54.00
Remuneration to Director : Alka Mukund Kulkarni 15.00 5.00
Remuneration to CFO : Suresh Jagdale 5.39 4.85
Remuneration to CS : Akash Jagnani 2.03 4.87
Remuneration to CS : Pawan Mahajan 3.43 -
Sitting Fees to Directors 2 3
(B )Other Related Party Transactions
Transactions with Associate company
Labour Charges received from SM Autovision Pvt Ltd. 39.85 30.58
Labour Charges paid to SM Autovision Pvt Ltd. 1.17 0.43
Purchases from S M Autovision Pvt. Ltd. 105.93 170.37
Sale of Raw Material to S M Autovision Pvt. Ltd. 352.33 289.40
Capital Asset Sale to SM Auto Vision 34.03 -
Purchases from Suvidh Engineering Industries 3.46 11.11
Sale of Raw Material to Suvidh Engineering Industries 2.34 22.54
Sale of Scrap to Suvidh Engineering Industries 129.12 126.28
Labour Charges received from Suvidh Engineering Industries - 0.03
Payment to SM Education and Welfare Fund 2.20 2.43

* Related Party Outstanding Balance as on 31/03/2024 & 31/03/2023


(Rs. in Lakhs)
Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
S M Autovision Pvt. Ltd. 18.70 Dr. 209.10 Dr.
Suvidh Engineering Industries 92.80 Dr. 83.91 Dr.
Suresh Fegde 2.53 Cr. 0.32 Cr.
Mukund Kulkarni - 3.05 Cr.
Alka Mukund Kulkarni - 0.85 Cr.
Suresh Jagdale - 0.41 Cr.
Akash Jagnani - 0.38 Cr.

29 Events occurring after Balance sheet date


There are no events subsequent to the balance sheet date, which require adjustment of or disclosure in the Financial statements.

30 All the items of income and expense which are recognized in the Statement of Profit and Loss are for current financial period only

169
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

31 Earning per share


The company has disclosed the basic as well as the diluted EPS on the face of the statement of profit and loss and the same has been

Twelve months Twelve months


Particulars ended ended
31-03-2024 31-03-2023
Net Profit (considering extra ordinary items, if any) 3,56,58,016 3,31,65,753
Number of Equity Shares (Weighted Average)* 1,41,55,045 1,42,87,832
Face Value of Equity 10 10
Basic and Diluted Earning Per share 2.52 2.32

32 Impaired Assets: -
The Board is of the opinion that there is no impairment loss in the Carrying Amounts of all the assets of the company at the Balance
Sheet date. Hence during the financial year company has not provided for impairment loss in the carrying amount of assets.

33 Provisions and Contingent Liabilities: -


Provisions involving judgments and estimation in measurement of expenses are recognized when there is a present obligation as a
result of past events and it is probable that there will be an outflow of resources. The Company has given a corporate guarantee to SM
Autovision Private Limited (Associate Company) in connection with financial borrowings availed from SIDBI.
Following is the total outstanding balance of borrowings of SM Autovision Pvt Ltd :
Contingent Liabilities - not provided for (Rs. in Lakhs)
Twelve months Twelve months
Particulars ended ended
31-03-2024 31-03-2023
Corporate Guarantee given to SM Autovision Private Limited by the company 1,814.35 1,789.98
TJSB Bank had given housing loan to one of the employees of the company. For that FDR of - 1.28

170
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

34. Additional Regulatory Information

1.The title deeds of immovable properties of land and buildings as disclosed in the financial Statements, are held in the name of SM
Auto Stamping Pvt. Ltd. as SM Auto Stamping Limited is formed after conversion of private limited to public limited company due to
which title deeds of immovable property are in the name of Private limited company
Whether
Period held–
Gross promoter,
Held in the indicate range, Reason for not being held in
Description of Property Carrying director or their
name of where name of company
Value relative or
appropriate
employee
M/s S.M. Auto M/s. S.M.Auto
Plot Number B- 198, Year of
Stamping Stamping limited
MIDC Nashik Acquisition 2007
Private Limited formerly known
M/s. S.M.Auto
SM Auto Stamping Limited is
Stamping limited
M/s S.M. Auto formed after conversion of SM Auto
Plot Number J-41, MIDC formerly known Year of
Stamping private limited to public limited
Nashik as SM Auto Acquisition 2007
Rs. 586.57 (Rs. Private Limited company due to which title deeds of
Stamping Private
in Lakhs) immovable property are in the name
Limited
of Private limited company. The
M/s. S.M.Auto
company is in process of
Stamping limited
M/s S.M. Auto rectification of above names
Plot Number C-13, MIDC formerly known Year of
Stamping
Nashik as SM Auto Acquisition 2007
Private Limited
Stamping Private
Limited

2.There is no revaluation of company's Property, Plant and Equipment as on 31.03.2024 and 31.03.2023
3. There are no Loans and advances in the nature of loans granted to promoters, KMPs, directors and related parties either severally or
4.There is Capital-Work-in-Progress as on 31.03.2024 Rs. 45.41 Lakhs and 31.03.2023 Rs. 28.97 Lakhs
5.Intangible assets under development are Nil as on 31.03.2024 and 31.03.2023
6.There is no Benami property held as on 31.03.2024 and 31.03.2023
7.The company is not declared as wilful defaulter by any authority.
8.The company does not have any transactions with companies struck off u/s 248 or 560 of the Companies Act, 2013.
9. There is a Charge registered with the ROC of the company which is open as on 31st March 2024 as per master records uploaded on
Ministry of Corporate Affairs. The details are as follows:

171
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

Charge Date of Date of


Assets under charge Status
Amount Creation Modification

Immovable property or any interest therein; Book debts 70.00 08/11/2014 - Closed
Motor Vehicle (Hypothecation) 30.00 29/03/2023 - Open
Immovable property or any interest therein; Movable 100.00 27/03/2019 - Closed
Immovable property or any interest therein; Book debts; 2,136.96 20/03/2007 31/08/2019 Open
Immovable property or any interest therein 140.00 22/07/2020 - Closed
Floating charge; Movable property (not being pledge) 100.00 30/07/2020 - Open

10.Compliance with approved scheme of arrangements u/s 230 to 237 of Companies Act,2013 is not appliacble to this company
11. There are no loans/funds advanced to any Intermediaries or funds to be received from Funding Parties.
12. The company has availed working capital facility against security of current assets and the company is reqired to submit stock

Closing Stock
Closing Stock
per stock Reasons For Material
Closing Stock as per books of
Month statement Difference Discrepancies
accounts
submitted to
bank
Jun-23 455.67 482.29 (26.62)
Due to error in applying rate for
Sep-23 307.86 314.82 (6.96)
valuation to certain items of
Dec-23 606.70 614.36 (7.66)
inventory.
Mar-24 556.87 564.62 (7.75)

Sundry Debtors
Debtors per
Reasons For Material
Debtors as per books of stock statement
Month Difference Discrepancies
accounts submitted to
bank
Jun-23 884.51 802.11 82.40
Due to Errors in ERP Software
Sep-23 686.94 634.24 52.70
during migration from old to new
Dec-23 688.29 572.61 115.69
software.
Mar-24 414.55 383.37 31.18

13.The company has not declared/proposed any interim and final dividend for the current period and has declared and paid interim

35. Employee Benefit disclosure

In accordance with the Accounting Standard-15 'Employee Benefits', the company has calculated the various benefits provided to

i) Defined Contribution Plans -


Company’s contributions to Provident Fund and Employees State Insurance Corporation are recognised as expense for the year as

31-03-2024 31-03-2023
Particulars
Amount Amount
Employer Contribution to Provident Fund 20.56 19.54
Employer Contribution to ESIC 10.83 9.53

172
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

ii) Net provision of Rs. 46.04 Lakhs towards Gratuity is provided for in the books of accounts.

The Company has taken a Group Gratuity Policy to cover adequately the present liability for future payment of Gratuity to the

Bifurcation of Current and non current liability is as follows:

31-03-2024 31-03-2023
Particulars
Gratuity
Current Liability 15.57 14.32
Non-Current Liability 30.47 38.16
Total 46.04 52.48

iii) Bonus/Ex-Gratia payable to employees:-


The Company accounts for Bonus on accrual basis and Ex-gratia on payment basis

iv) Leave Encashment:-


The company has provided for accumulated leaves as on 31st March 2024 in accordance with its policy.

36. The break-up of deferred tax assets and liabilities into major components at the year-end is as below:

31-03-2024 31-03-2023
Particulars Liabilities Assets Liabilities Assets
Amount Amount Amount Amount
Depreciation (71.51) (69.41)
Gratuity and Leave Encashment (21.87) (16.15)
Net Total (49.64) (53.26)

37 Borrowing Cost Disclosures


Borrowing costs on eligible assets have been capitalised on the basis of Weighted Average Cost of Capital of the company for the year,
on pro rata basis.

38 Foreign Currency Transaction


During the year, there is no foreign currency transaction of the company.

173
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

39 Dues to Micro, Small and Medium Sized Enterprises


There are Micro, Small and Medium sized enterprises to whom the company owes the dues as at 31st March, 2024 and 31st March,
2023. The information regarding Micro, Small and Medium sized enterprise has been determined to the extent such parties have been
identified on the basis of information
For the year For the year
Particulars ended ended
31-03-2024 31-03-2023
a) Principal amount paid after appointed date during the year. - -
b) Amount of interest due and payable for the delayed payment of principal amount. - -
c) Principal amount remaining unpaid as at year end (Over due) - -
d) Principal amount remaining unpaid as at year end (Not due) 227.87 141.92
e) Interest due and payable on principal amount unpaid as at the year end - -
f) Total amount of interest accrued and unpaid as at year end. - -
Total 227.87 141.92
Note: Provision for interest on delayed payment as per MSMED Act, 2006 has not been made.

40 Sundry Debtors, Sundry Creditors, balances are subject to confirmation and consequential rectifications / adjustments, if any .

41 Segment Reporting
The Company is operating in one segment only.

42 Compliance with Accounting Standards


On the basis of transactions entered during the year, the company is not required to comply with the following Accounting Standards
:

a) AS – 7: Construction Contracts.
b) AS – 11: The Effects of Changes in Foreign Exchange Rates
c) AS – 14: Accounting for Amalgamation
d) AS – 24: Discontinuing Operations
e) AS – 27 : Financial Reporting of Interests in Joint Ventures

44 Previous years figures have been re-grouped, rearranged and reclassified wherever necessary.

174
SM Auto Stamping Ltd.
CIN : L27109MH2006PLC163789
Notes attached to and forming part of Consolidated Financial Statements
for the period ended 31st March, 2024

45 Ratios
Previous Reason for
Particulars Numerator Denominator Current Period Variance
Period changes
Current
Current Ratio (in times) Current Assets 0.88 0.89 -2.00% NA
Liabilities
Debt Equity Ratio(in Shareholder's Due to
Total Debt 0.03 0.13 -79.00%
times) Fund repayment of loan

Debt Service Coverage Earnings for Due to


Debt Service 2.17 3.13 -31.00%
Ratio(in times) debt service repayment of loan
Return on Equity Ratio (in Net Income Shareholder's
15.49% 15.74% -2.00% NA
%) after taxes Fund
Inventory Turnover Cost of Avearge
10.05 11.85 -15.00% NA
Ratio(in times) Goods Sold Inventory
Trade Receivables Net Credit Avearge
11.17 9.16 22.00% NA
Turnover Ratio (in times) Sales Debtors
Trade Payables Turnover Net Credit Average
9.00 7.85 15.00% NA
Ratio (in times) Purchases Creditors
Net Capital Turnover Capital
Net Sales 3.28 3.23 2.00% NA
Ratio (in times) Employed
Net Profit Ratio (in %) Net Profit Sales (Net) 4.45% 4.50% -1.00% NA
Earings before
Return on Capital Capital
Interest and 21.93% 20.69% 6.00% NA
Employed (in %) Employed
Tax
Return on Investment (in
Net Profit Share Capital 21.94% 21.61% 2.00% NA
%)

Signature to Notes 1 to 45

As per our report of even date For SM Auto Stamping Limited


M/s. S.R. Rahalkar & Associates On behalf of board
Chartered Accountants
Firm Registration No. 108283W

Suresh Fegde Mukund Kulkarni


CA S.R.Rahalkar Whole Time Director Managing Director
Partner DIN: 00248850 DIN : 00248797
Membership No.014509

Date: 29th May, 2024 Suresh Jagdale Pawan Mahajan


Place: Nashik Chief Financial Officer Company Secretary

Date: 29th May, 2024


Place: Nashik

175

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