Automotive Stampings and Assemblies Directors Report, Auto Stampings Reports by Directors
Automotive Stampings and Assemblies
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Directors Report Year End : Mar '14    « Mar 13
Dear Members,
 The Directors take pleasure in presenting the Twenty Fourth Annual
 Report together with the Audited Statement of Accounts of your Company
 for the year ended March 31, 2014.
                                                         (Rs. in Lakhs)
 Particulars                                       Financial Year
                                               2013-14         2012-13
 Revenue from Sale of Products (Net)         33,757.54       46,330.73
 Other Operating Revenue                        408.60          178.60
 Other Income                                    12.07            8.43
 Total Revenue                               34,178.21       46,517.76
 Cost of Materials Consumed (including 
 change in inventories)                      26,009.49       37,173.04
 Employee Benefit Expense                     4,043.21        4,328.01
 Other Expenses                               3,147.27        3,650.49
 Earnings before Depreciation, 
 Financial Charges and Tax                      978.24        1,366.22
 Interest Expense                               663.56          474.21
 Depreciation and Amortization Expense        1,519.97        1,523.63
 Profit / (Loss) before Tax                  (1,205.29)        (631.62)
 Tax Expense / (Credit)                        (376.00)        (189.00)
 Profit/ (Loss) for the year                   (829.29)        (442.62)
 Due to the loss during the year, the Board of Directors has not
 recommended a dividend.
 Note 24 of the Accounts sets out the nature of transactions with
 related parties. Transactions with Related Parties are carried out at
 the arm''s length and the details are tabled before the Audit Committee.
 Your Company has adopted an orphanage/ old age home wherein the
 employees voluntarily contribute their time and efforts to provide some
 companionship and succour to the children and aged people. Your Company
 also contributes financially to mitigate the hardships by providing
 help to this cause.
 Your Company identifies employable local youth and provides training to
 them under Skill Development Centre.
 Your Company has constituted a Corporate Social Responsibility
 Committee (CSR Committee) in terms of section 135 of the Companies Act,
 2013 and the Rules made there under. The Committee will be formulating a
 CSR Policy to be undertaken by your Company covering the activities
 specified in the Act.
 Your Company is committed to provide a safe, secure and healthy
 workplace and this has been documented in the Health, Safety and
 Environment (HSE) policy which is part of the Overarching Wellness
 strategy of your Company. Your Company has therefore adopted a
 comprehensive approach to implement this by adopting Total Safety
 Culture'' concept across its operations. All the Plants of the Company
 have been certified for EMS 14000 and OSHAS 18000 audit is under
 progress to get certification for Pantnagar Plant.
 Your Company has initiated a process for implementation of the British
 Safety Council (BSC) Certification.  The assessment will be made
 initially for Pune Plants. The Gap audit is completed and actions are
 being taken on areas that have been identified in the audit findings to
 plug the gaps adequately. Training to enable effective implementation,
 to all concerned personnel, is being provided.
 During the year, the approach to safety has been strengthened in all
 operations of your Company. Regular safety drills and safety audits are
 conducted at each of the facilities. Not only the requisite training is
 provided to the employees in Safety and HSE audits are carried out
 every quarter but also health checks & counseling are extended to
 Your Company has adopted Grey to Green climate change policy to
 reduce its carbon footprint by reducing power consumption and selling
 steel scrap to be reprocessed and sold. During the year, your Company
 planted more than 100 trees in its Chakan and Bhosari Plants.
 Your Company had brought a major focus on wellness initiative across
 Pune Plants. There is a continued focus on tracking of near miss
 incidences, which has resulted not only in reduction of reportable
 accidents but even in first aid injuries & non-reportable accidents.
 Safety competitions, presentations on safety kaizens, mock drills, etc.
 are conducted for achieving a safe and healthy work environment.
 Your Board of Directors are continually updated on Health, Safety and
 Environment related matters.
 All the manufacturing Plants of your Company are certified under TS
 16949 and ISO 14001. Your Company has been implementing the Tata
 Business Excellence Model to build excellence in its business
 5.1 Inductions
 Mr. Arvind Goel has been appointed as an Additional Director with
 effect from September 9, 2013.  Mr. Pradeep Bhargava, Ms. Rati Forbes
 and Mr. Deepak Rastogi have been appointed as Additional Directors with
 effect from October 18, 2013.
 They hold office up to the date of the ensuing Annual General Meeting
 of the Company. Notice has been received from a Member of the Company
 proposing the candidature of each of them for the office of Director.
 In compliance with the provisions of Companies Act, 2013, the following
 appointments of Independent Directors are placed before the Members in
 the forthcoming general meeting for their approval:
 1.  Mr. Pradeep Bhargava and Ms. Rati Forbes for a term of five years
 from the date of forthcoming Annual General Meeting.
 2.  Mr. Pradeep Mallick for a term covering a period from the date of
 forthcoming Annual General Meeting till November 19, 2017.
 5.2 Retirement by Rotation and Resignations
 Mr. Ajay Tandon will retire by rotation at the conclusion of the
 forthcoming Annual General Meeting and being eligible, has offered
 himself for re-appointment.
 Mr. R.S. Thakur and Mr. Amitabha Mukhopadhyay resigned as Directors
 with effect from September 6, 2013 and October 9, 2013 respectively.
 Mr. R.A. Savoor and Mr. L Lakshman resigned as Directors with effect
 from October 18, 2013.
 The Board of Directors places on record its appreciation for the
 valuable contribution, guidance and support rendered by each one of
 them during their tenure of Directorship.
 Mr. Neeraj Kumar stepped down as a Manager of your Company with effect
 from March 31, 2014, consequent upon his transfer to Tata AutoComp
 Systems Limited. The Board places on record its appreciation for his
 valuable contribution.
 Mr. Anil Khandekar has taken over with effect from April 1, 2014 as a
 Manager (designated as Chief Executive Officer). The approval of the
 Shareholders was sought by way of Postal Ballot for his appointment and
 In terms of Clause 49 of the Listing Agreement with the Stock
 Exchanges, the Report on Corporate Governance, along with the
 Certificate of Compliance from the Auditors, forms a part of this
 Pursuant to section 217(2AA) of the Companies Act, 1956 and based on
 the representations received from the Operating Management, the
 Directors confirm that 
 1.  In the preparation of the Annual Accounts for the year 2013-14, the
 applicable Accounting Standards have been followed and that there are
 no material departures;
 2.  They have, in consultation with the Statutory Auditors, selected
 and applied accounting policies consistently and have 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 viz.  March 31, 2014 and of the loss of the Company for
 the year ended on that date;
 3.  They have taken proper and sufficient care, to the best of their
 knowledge and ability, for the maintenance of adequate accounting
 records in accordance with the provisions of the Companies Act, 1956,
 for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities; and
 4.  They have prepared the annual accounts on a going concern basis.
 Information on conservation of energy, technology absorption, foreign
 exchange earnings and outgo required in terms of section 217 (1) (e) of
 the Companies Act, 1956, read with Companies (Disclosure of Particulars
 in the Report of Board of Directors) Rules, 1988 is set out in Annexure
 I to this Report.
 At the end of March, 2014, your Company had 1599 employees as against
 2000 in March, 2013.
 Your Company accords high importance to build and sustain healthy
 industrial relations with the aim of achieving competitive productivity
 & cordial work environment. The industrial relations have generally
 remained harmonious except for Pantnagar Plant where your Company faced
 agitation by a section of workmen between May, 2013 and June, 2013
 during which the manufacturing operations were affected. With a view to
 ensure prompt resolution of employee grievances and to ensure
 involvement of functional heads & all Managers in this process, various
 Committees have been set up under the Chairmanship of Functional Heads
 in major Plants & Department Heads in other Plants e.g. Works
 Committee, Health, Safety and Environment Committee, Prevention of
 Sexual Harassment Committee, etc. The functioning of these Committees
 is regularly reviewed at the highest level.
 Your Company has signed a long term productivity linked wage agreement
 with the trade union at Chakan.  Considering the tough market
 situation, it has become essential to substantially improve the
 productivity on the shop floor. Your Company has consequently taken a
 major initiative to implement TACO Productivity Management System
 (TPMS) on the principles of Maynard Operation Sequence Technique
 (MOST), which is expected to improve productivity, resulting in
 rationalization / reduction in manpower in all the Plants.
 There was no employee of the Company who received remuneration in
 excess of the limits prescribed under section 217 (2A) of the Companies
 Act, 1956, read with Companies (Particulars of Employees), Amendment
 Rules, 2011.
 M/s. Price Waterhouse, Chartered Accountants (Firm Reg. No. 301112E)
 will retire at the conclusion of the ensuing Annual general meeting of
 your Company as Statutory Auditors and being eligible, offer themselves
 for reappointment. Your Company has received a certificate to the
 effect that their re-appointment, if made, will be in accordance with
 the provisions of the Companies Act, 2013. Your Directors recommend
 their re-appointment as Statutory Auditors of the Company for FY
 M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune were
 appointed as the Cost Auditors for FY 2013-14.
 Based on the Audit Committee recommendations, the Board has approved
 the re-appointment of the firm for FY 2014-15 subject to approval of
 the remuneration by Members.
 Your Company has received a Certificate to the effect that their
 re-appointment, if made, will be in accordance with the provisions of
 the Companies Act, 2013.
 The Company appointed M/s. S. V. Deulkar & Co, Company Secretaries for
 conducting Secretarial Audit of the Company for FY 2013-14. The
 Secretarial Audit Report is attached to this Annual Report. The Report
 confirms compliance by the Company with provisions of the Companies
 Act, 1956, Listing Agreement with the Stock Exchanges and the
 applicable Regulations under Securities and Exchange Board of India
 Act, 1992 except an instance of delay in intimation of calling off of
 agitation of workmen at Pantnagar Plant as per clause 36 of the Listing
 Agreement. Steps are being taken to further strengthen the compliance
 In terms of provisions of the Companies Act, 2013, Secretarial Audit is
 mandatory for the Company from FY 2014-15.
 Based on the Audit Committee recommendations, the Board has approved
 re-appointment of M/s. S. V. Deulkar & Co, Company Secretaries for
 conducting the Secretarial Audit for FY 2014-15.
 Approval of the Members was sought in the Annual General Meeting of
 August 28, 2007 for increase in borrowing powers and increase in limit
 for creation of charges to enable the Company to meet the working
 capital requirements and to finance capital expenditure with debt from
 time to time.
 In terms of provisions of the Companies Act, 2013, approval of the
 Members is sought afresh by way of Special Resolutions for the
 aforesaid matters.
 Your Company was awarded with a Certificate of recognition for Best
 Practices from General Motors India Private Limited for successful
 implementation of Quality Systems Basics.
 Certain statements describing the Future Outlook, Industry Structure
 and Developments may be construed forward looking statements within
 the meaning of applicable securities laws and regulations. Actual
 results may differ materially from those expressed or implied in this
 Your Directors place on record their sincere thanks and appreciation
 for the confidence reposed and continued support extended by Central
 and State Governments, Bankers, Customers, Suppliers and Shareholders.
 Your Board would like to place on record its sincere appreciation to
 the employees for the dedicated efforts and contribution in playing a
 very significant part in the Company''s operations.
                                           For and on behalf of the 
                                             Board of Directors
                                                Pradeep Mallick 
 Pune, April 29, 2014                              Chairman
Source : Dion Global Solutions Limited
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