Dear Members,
Your Director's with immense pleasure present the 42nd Annual Report of Lumax Auto
Technologies Limited ("Company") on the business and operations together with
Audited Financial Statements of the Company for the year ended March 31, 2023.
The Key highlights of Financial Performance of the Company for the year along with
previous year figures are as follows:
I. FINANCIAL PERFORMANCE STANDALONE & CONSOLIDATED
(Rs. in Lakhs unless otherwise stated)
|
Standalone |
Consolidated |
|
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
|
|
(Restated) |
|
|
Revenue from contracts with customers |
1,32,174.10 |
1,19,637.71 |
1,84,746.00 |
1,50,792.43 |
Other Income |
3,368.10 |
2,144.09 |
2,386.64 |
1,281.29 |
Total Income |
1,35,542.20 |
1,21,781.80 |
1,87,132.64 |
1,52,073.72 |
Total Expenses |
1,25,674.70 |
1,14,238.77 |
1,71,574.11 |
1,40,550.70 |
Profit before share of Joint Ventures, exceptional items and tax |
9,867.50 |
7,543.03 |
15,558.53 |
11,523.02 |
Share of loss of Joint Ventures |
- |
- |
- |
(57.41) |
Profit before exceptional items and tax |
9,867.50 |
7,543.03 |
15,558.53 |
11,465.61 |
Exceptional items |
880.00 |
175.05 |
880.00 |
175.05 |
Profit before Tax |
8,987.50 |
7,367.98 |
14,678.53 |
11,290.56 |
Tax Expenses |
1,635.46 |
1,886.87 |
3,532.75 |
3,103.18 |
Profit after Tax and before minority interest |
7,352.04 |
5,481.11 |
11,145.78 |
8,187.38 |
Profit for the year attributable to - |
|
|
|
|
a) Owners of Lumax Auto Technologies Limited |
7,352.04 |
5,481.11 |
9,287.53 |
6,940.90 |
b) Non- controlling interests |
- |
- |
1,858.25 |
1,246.48 |
Other Comprehesive Income (net of tax) |
4,987.80 |
(3,607.81) |
5,045.50 |
(3,565.74) |
Other Comprehensive Income attributable to - |
|
|
|
|
a) Owners of Lumax Auto Technologies Limited |
4,987.80 |
(3,607.81) |
5,030.95 |
(3,575.58) |
b) Non- controlling interests |
- |
- |
14.55 |
9.84 |
Total Comprehensive Income |
12,339.84 |
1,873.30 |
16,191.28 |
4,621.64 |
Total Comprehensive Income attributable to - |
|
|
|
|
a) Owners of Lumax Auto Technologies Limited |
12,339.84 |
1,873.30 |
14,318.48 |
3,365.32 |
b) Non- controlling interests |
- |
- |
1,872.80 |
1,256.32 |
Paid-up Equity Share Capital (Face value of Rs. 2 each) |
1,363.15 |
1,363.15 |
1,363.15 |
1,363.15 |
Earnings Per Share (EPS) Basic & Diluted (in Rs.) |
10.79 |
8.04 |
13.63 |
10.18 |
on account of merger as per Ind AS 103.
COMPANY PERFORMANCE STANDALONE
On standalone basis, the revenue from contracts with customers during the Financial
year 2022-23 stood at Rs. 1,32,174.10 Lakhs as compared to Rs. 1,19,637.71 Lakhs in the
last year registering a growth of 10.48%. For the Financial Year 2022-23, the profit
before tax and exceptional items stood at Rs. 9,867.50 Lakhs as compared to Rs. 7,543.03
Lakhs in the last year witnessing an increase of 30.82%. The Profit after Tax (PAT) stood
at Rs. 7,352.04 Lakhs as compared to Rs. 5,481.11 Lakhs registering a significant increase
of 34.13%. The Basic and Diluted Earnings per share stood at Rs. 10.79 registering a
significant increase of 34.13%.
CONSOLIDATED
On consolidated basis, the revenue from contracts with customers stood at Rs.
1,84,746.00 Lakhs as compared to Rs. 1,50 ,792.43 Lakhs in the last year registering a
growth of 22.52%. The profit before tax and exceptional items for the FY 2022-23 stood at
Rs. 15,558.53 Lakhs as compared to Rs. 11,465.61 L akhs in the last year witnessing a
significant increase of
35.70%. The Profit after Tax and minority interest for the FY 2022-23 stood at Rs. 9
,287.53 Lakhs as compared to Rs. 6,940.90 Lakhs registering a significant increase of
33.81%. The Basic and Diluted Earnings per share for the FY 2022-23 stood at
Rs. 13.63 registering a significant increase of 33.81%.
SHARE CAPITAL
The authorized share capital of the Company consequent to the approval of the Scheme of
amalgamation between the Company and its Wholly Owned Subsidiary namely, Lumax Mettalics
Private Limited, has been restated and increased to Rs. 4,610 L.00 divided into
23,05,00,000 equity akhs shares of Rs. 2 each from Rs. 3,610.00 Lakhs divided into
18,05,00,000 equity shares of Rs. 2 each.
The paid-up Equity Share Capital as on March 31, 2023 was Rs. 1,363. L 15 divided into
6,81,57,705 akhs equity shares of Rs. 2/- each, fully paid up. During the year under
review, the Company has not issued shares or granted stock options or sweat equity.
DIVIDEND
The Board of Directors (herein referred to as "the Board") have recommended a
dividend of Rs. 4.50/- (i.e. 225%) per equity share of face value of Rs. 2/- each for the
FY 2022-23 subject to the approval of the shareholders at the ensuing Annual General
Meeting ("AGM").
The proposed Dividend for FY 2022-23, would result in appropriation of Rs. 3,067.10
Lakhs as against Rs. 2,385.52 Lakhs in last FY 2021-22. The
Dividend payout ratio works out to 41.72%.
The dividend, if declared, will be subject to tax deduction at source at the applicable
rates. For details, shareholders are requested to refer to the Notice of AGM.
The Register of Members and Share Transfer Books shall remain closed from Friday,
August 11, 2023 to Tuesday, August 22, 2023 (both days inclusive). The Dividend as
recommended by the Board, if approved by the shareholders at the ensuing AGM shall be paid
to the eligible shareholders, whose names appear in the Register of Members as on
Thursday, August 10, 2023 within the stipulated time period.
DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements)
Regulations, 2015 (hereinafter referred to as "Listing R egulations") (as
amended from time to time), the Company has Dividend Distribution Policy in place which
can be accessed on the website of the Company at https://www.lumaxworld.in/
lumaxautotech/downloads/dividend-distribution-policy.pdf
AMOUNT TRANSFER TO RESERVES
The Board of the Company do not propose to transfer any amount to reserves other than
transfer of undistributed profits to surplus in statement of Profit & Loss.
PERFORMANCE OF SUBSIDIARIES AND ASSOCIATE COMPANIES & CONSOLIDATED FINANCIAL
STATEMENTS
As per Regulation 33 of the Listing Regulations, applicable provisions of the Companies
Act, 2013 (herein referred to as "the Act") and Ind AS 110, the Audited
Consolidated Financial Statements are provided in the Annual Report of the Company.
As on March 31, 2023, the Company has Ten (10) Subsidiaries (including One (1) step
down subsidiary). The performance highlights of these Companies are follows:
a) Lumax Mannoh Allied Technologies Limited (LMAT)
LMAT, was formed in collaboration with Mannoh Industrial Co., Limited, Japan. The
Company holds 55% of the Equity in LMAT.
The entity manufactures gear shifters and enjoys a market leadership position in India.
The Revenue from operations of LMAT stood at Rs. 30,078.16 Lakhs for the FY 2022-23.
b) L umax Cornaglia Auto Technologies Private
Limited (LCAT)
LCAT was formed in collaboration with Cornaglia Metallurgical Products India Private
Limited (wholly owned subsidiary of O cine Metallurgiche G. Cornaglia S.p.A. Italy). The
Company holds 50% of the Equity in LCAT.
The entity manufactures Air Intake Systems, Urea T & Injection Blow Moulded Parts.
ank
The revenue from operations of LCAT stood at Rs. 13,481.21 Lakhs for the FY 2022-23.
c) Lumax FAE Technologies Private Limited (LFAE)
LFAE was formed in collaboration with FAE, Spain. The Company holds 84.03% of the
Equity in LFAE. LFAE manufactures Oxygen Sensors. The revenue from operations of LFAE
stood at Rs. 266.56 Lakhs for the FY 2022-23.
d) Lumax Jopp Allied Technologies Private Limited (LJAT)
LJAT was formed in collaboration with Jopp
Holding GmbH, Germany. The Company holds 50% of the Equity in LJAT. LJAT manufactures
Gear Shift Towers, AMT Kits & AGS. The revenue from operations of LJAT stood at Rs.
947.86 Lakhs for the FY 2022-23.
e) Lumax Yokowo Technologies Private Limited (LYTL)
LYTL was formed in collaboration with Yokowo Co., Limited, Japan to manufacture
On-board
Antennas & other Vehicle Communication Products. The Company holds 50% of the
Equity in LYTL. LYTL started its commercial production with effect from January 01,
2023. The revenue from operations of LYTL stood at
Rs.147.45 Lakhs for the FY 2022-23.
f) Lumax Ituran Telematics Private Limited (LITPL)
LITPL was formed in collaboration with Ituran Location and Control Limited, Israel for
the sale of telematic products and services. The
Company holds 50% of the Equity in LITPL.
The revenue from operations of LITPL stood at Rs. 237.11 Lakhs for the FY 2022-23.
g) Lumax Alps Alpine India Private Limited (LAIPL)
LAIPL was formed in collaboration with Alps Alpine Co. Limited, Japan. The Company
holds
50% of the Equity in LAIPL. LAIPL is engaged in the business of manufacturing of
electric devices and components for automotive use. LAIPL has achieved a turnover of Rs.
3,096.77 Lakhs for the financial year 2022-23.
h) Lumax Management Services Private Limited (LMS)
LMS, a wholly owned subsidiary of the Company, is a full-time Corporate service
provider to Lumax-DK Jain Group Entities.
The Revenue from operations of LMS stood at Rs.3,493.58 Lakhs for the FY
2022-23. i) Lumax Integrated Ventures Private Limited (LIVE)
LIVE is a wholly owned subsidiary of the Company. On February 18, 2023, the Company has
executed Share Purchase Agreement with IACNA Mauritius Limited to acquire 75% shareholding
in IAC International Automotive India Private Limited (IAC) through LIVE. The transaction
was completed on March 10, 2023 and thus, IAC became a subsidiary of LIVE and Step down
subsidiary of the Company. Lumax Energy Solutions Private Limited, a subsidiary of LIVE
and SIPAL Engineering Private Limited, an Associate of LIVE, have been Voluntary
Liquidated. j) IAC International Automotive India Private Limited (IAC)
IAC is engaged in the business of manufacturing vehicle interior systems and
components.The revenue from operations of IAC stood at Rs. 80,075.49 Lakhs for the FY
2022-23. (for the purpose of consolidation, turnover of Rs. 5,122.18 Lakhs was considered
for the period from March 10, 2023 till March 31, 2023).
STATEMENT CONTAINING HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE
In accordance with the provisions of Section 129(3) of the Act read with Rule 8(1) of
the Companies (Accounts) Rules, 2014 a report on performance and financial position of
Subsidiaries, Joint Venture, Associate Companies forms part of this Annual Report in the
prescribed Form AOC-1 as a part of Financial Statements.
Further, in accordance with the provisions of Section 136(1) of the Act, the Audited
Financial Statements, including the Consolidated Financial Statements and related
information and audited accounts of subsidiaries and associates are available on the
website of the Company i.e. https://www.lumaxworld.in/lumaxautotech and the same shall
also be made available for inspection at Registered Office of the Company during the
working hours.
II. STATE OF COMPANY'S AFFAIRS
The past fiscal year was a significant year for the Indian automotive segment
especially for the passenger vehicle segment where India surpassed Japan to become the 3rd
largest auto market after China and United States.
The passenger vehicle segment recorded a strong growth of 25% in production vis-?-vis
the last year. All the other segments showed a decent growth indicating the strong
economic growth. With the significant new model launches and the trust shown by the
Original Equipment Manufacturers (OEMs), on consolidated basis, the Company was able to
clock growth more than that of the industry.
It has been a pretty successful year for the Company with addition of new customers in
its portfolio coupled with the new businesses from existing customers to improve top line.
With the introduction and emphasis of localization by OEMs, to avoid the risks
associated with the supply chains, Lumax has invested in the upgradation of its existing
manufacturing facilities. The same will help in successful localization of technologically
advanced products thus giving the customers immunity from supply chain risks with best
quality products. Company is strongly moving its pie to service PV segment, and is taking
various steps on its alignment to cater this space by adding future product lines under
various JVs.
Driving Force to Achieve Excellence within Organization
- Operational excellence within plants through strong focus on Kaizen, TEI, Quality
Circles, TPM, etc.
- Strong connect within plant level through communication such as town halls, business
communication meets etc.
- Promoting Open Culture, R&R policy for Human
Resource Development
- Focusing on Implementing ESG Practices within the organization
Future Approach
- Focus to capitalize on new opportunities in the passenger vehicle industry drives
demand for high-value components
- Driving on future growth related to EV segment, scouting future partners to leverage
this potential
- Bringing New Technologies to capitalize the growth which is coming from the market
shift in the premium segment, focus on ADAS etc.
To stay ahead in the competition, the Company is planning to figure out the present and
future needs and then collaborate with the best technology to help achieve those goals.
The Company further tried to strengthen its internal procedures in a major push towards
paperless office.
During this year, the Company focused on digitalization of the key approval processes
and these processes are integrated with the other important application. After the
Covid-19 pandemic, the term "Digitalization" has become more pervasive and
importance is well known to everyone. Now after digitalization of key approval processes,
these are further streamlined and helped in increasing the productivity and faster
decision making. For the Company, data security and business continuity will always remain
in focus as this is very important from the sustainability point of view. To achieve this,
the Company has implemented many security solutions which will be rare in the
manufacturing industries. For business continuity, the Company is having 3 layers of
security to meet the customer's supply and the Company's IT infra can't afford single
minute downtime.
The Company is having IT infra in different seismic zone for continuity of the IT
operations.
To strengthen supply chain, the Company has covered all the domestic suppliers on
portal LSETU and this is tightly integrated with SAP MRP. All suppliers can view their
transactions at Lumax end on this portal and this will further increase the trust with
suppliers.
The Company continues to uphold the highest standards of Corporate Governance, treating
its various stakeholders as an ethical requisite rather than a regulatory necessity and
continue to base all its actions on the principles of fairness, trust and transparency,
standing by its core values of Respect, Integrity, Passion and Excellence. All in all, the
Company made good progress in all areas in FY 2022-23, and the management is quite
confident that going forward the Company will continue to deliver value to all its
customers and stakeholders. The long term outlook for the Company remains positive and it
is poised to outperform the industry.
A. CAPACITY & FACILITY EXPANSION
During FY 2022-23, the Company has upgraded its manufacturing facilities at Pune &
Bengaluru as per customer requirement to cater new product lines and meet their increased
volumes.
B. QUALITY INITIATIVES
The Company strives to be a supplier of choice across all its customers and is always
committed to develop and design new products, in line with its strategy towards delivering
competitive advantage to the customers. In the said perspective, Total Productive
Maintenance (TPM) has been successfully implemented across all plants of the Company to
create a culture and environment which continuously improves quality, cost and delivery
parameters.
In addition, various plants of the Company have received awards for Quality initiatives
i.e. Kaizen
Award from Bajaj, NCQC Excellence Award,
ACMA Award in HSS, Qualified for BAL Platinum Award, Quality Control Circle (QCC) is an
integral part for ensuring quality across all processes. By implementing these various
initiatives, improvement of Quality is willingly carried out by employees in true spirit,
resulting in minimizing rejection and cost.
C. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing
Regulations,
Management Discussion & Analysis Report is annexed as part of this report
separately as Annexure - A and provides details on overall Industry Structure and
Developments, financial and operational performance and other material developments during
Financial Year under review.
D. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the Financial Year ended March 31, 2023, there was no change in the nature of
business of the Company.
III. GOVERNANCE AND ETHICS
A. CORPORATE GOVERNANCE
The report on Corporate Governance together with the Auditor's Certificate on
Compliance of conditions of Corporate Governance as stipulated in Regulation 34 read with
Schedule V of the Listing Regulations is annexed and forms part of this Report as Annexure
- B.
B. DIRECTORS & KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR
DIRECTORS
The Composition of Board of Directors is in conformity with the applicable provisions
of Act and Listing Regulations.
During the year under review, Ms Diviya Chanana, the Independent Director of the
Company had resigned from the Board of the Company with effect from May 10, 2022 due to
the reason for not being able to comply with the provisions of Section 149 of the Act read
with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014,
however Ms Diviya Chanana had been reappointed w.e.f. August 06, 2022 for further period
of 5 years after complying with provisions of Section 149 of the Act and the
abovementioned rules.
KEY MANAGERIAL PERSONNEL
As on March 31, 2023, Mr D.K. Jain, Executive Chairman, Mr Anmol Jain, Managing
Director, Mr Vikas Marwah, Chief Executive Officer, Mr Ashish
Dubey, Chief Financial Officer and Mr Raajesh Kumar Gupta, Company Secretary were Key
Managerial Personnel (KMPs) of the Company as per the provisions of the Act. Subsequent
to the close of financial year:
- Mr. Raajesh Kumar Gupta resigned from the position of Company Secretary of the
Company with effect from the close of business hours of May 26, 2023 consequent upon his
transfer to Group Company.
- Mr. Pankaj Mahendru has been appointed as a Company Secretary (KMP) of the Company
with effect from May 30, 2023.
RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT
In accordance with the Articles of Association of the Company and Section 152 of the
Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force) Mr Anmol Jain, Director (DIN:00004993) is liable to retire by rotation at the
ensuing AGM and being eligible, offers himself for re-appointment.
A brief profile of Mr Anmol Jain is provided in the
Notice of the ensuing AGM of the Company.
C. INDEPENDENT DIRECTORS
As on March 31, 2023, the Board has 5 (Five)
Independent Directors including one Woman Independent Director, representing
diversified fields and expertise.
All Independent Directors have registered themselves with the Indian Institute of
Corporate Affairs for the inclusion of their name in the data bank of independent
directors, pursuant to the provision of Rule 6 (1) of Companies (Appointment and
Qualification of Directors) Rules, 2014.
Further, as stipulated under the Regulation 17(10) and 19 read with Schedules thereto
of Listing Regulations, an evaluation exercise of Independent Directors was conducted by
the Nomination and Remuneration Committee and the Board of the Company and satisfied
themselves with the performance and contribution of all the Independent Directors.
Details are provided in the relevant section of the Corporate Governance Report.
D. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
As per the Regulation 16 (1) (b) and Regulation 25 read with the provisions of Section
149 (6) of the Act, declarations have been received from all the Independent Directors
regarding meeting the criteria of Independence as laid down under those provisions.
Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent
Directors have confirmed that they are not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties.
The Board took on record the declarations and confirmations submitted by the
independent directors regarding their meeting the prescribed criteria of independence,
after undertaking due assessment of the veracity of the same as required under Regulation
25 of the Listing Regulations.
Ms Diviya Chanana, the Independent Director of the Company had resigned from the Board
of the Company with effect from May 10, 2022 due to the reason for not being able to
comply with the provisions of Section 149 of Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
Further, Ms Diviya Chanana has been reappointed as Independent Director for a further
period of 5 years w.e.f. August 06, 2022 after complying with provisions of Section 149 of
the Act and the abovementioned rules.
E. NUMBER OF BOARD MEETINGS AND COMMITTEES OF BOARD
During the FY 2022-23, the Board of Directors met Seven (7) times viz. May 12, 2022,
August 06, 2022, November 12, 2022, February 03, 2023, February 13, 2023, February 18,
2023 and March 06, 2023. Further, it is confirmed that the gap between two consecutive
meetings was not more than one hundred and twenty days as provided in Section 173 of the
Act.
Pursuant to the requirements of Para VII (1) of Schedule IV of the Act and the Listing
Regulations, a separate Meeting of Independent Directors was also held on March 25, 2023,
without the presence of Non-Independent Directors and Members of the management to review
the performance of Non-Independent Directors and the Board as a whole, the performance of
the Chairperson of the Company, taking into account the views of Executive Directors,
Non-Executive, Non-Independent Directors and also to assess the quality, quantity and
timeliness of flow of information between the Company Management and the Board. The
details on Attendance during the Board Meetings and other Committee Meetings of Board of
Directors are provided in Corporate Governance Report which forms part of the Boards'
Report.
BOARD DIVERSITY AND POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
Pursuant to the provisions of Section 178(1) of the Act and Regulation 19(4) read with
Part D of Schedule II of Listing Regulations, the Company has in place the Nomination and
Remuneration Policy of Directors, Key Managerial Personnel (KMP) and Other Employees
including criteria for determining qualifications, positive attributes, independence of a
Director and other matters provided u/s 178(3) of the Act.
The Company believes that building a diverse and inclusive culture is integral to its
success. A diverse Board will be able to leverage different skills qualifications and
professional experiences perspectivesandbackgroundswhichisnecessaryfor achieving
sustainable and balanced development. The Board has adopted a policy on Nomination,
Remuneration and Board Diversity which sets out the criteria for determining
qualifications, positive attributes and independence of a director.
The main features of the Policy are as follows:
It acts as a guideline for matters relating to appointment and re-appointment of
directors;
It contains guidelines for determining qualifications, positive attributes of
Directors, and independence of a Director;
It lays down the criteria for Board Membership;
It sets out the approach of the Company on
Board Diversity; and
It lays down the criteria for determining independence of a Director, in case of
appointment of an Independent Director During the year under review, there were no
substantive changes in the Policy except to align the Policy with amendments made to
applicable laws and the same is available on the website of the Company at:
https://www.lumaxworld.
in/lumaxautotech/downloads/nomination-andremuenration-policy-of-directors.pdf
F. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
In accordance with applicable provisions of the Act and Listing Regulations, the
evaluation of the Board as a whole, committees and all the Directors was conducted, as per
the internally designed evaluation process approved by the Nomination and Remuneration
Committee. The evaluation tested key areas of the Board's work including strategy,
business performance, risk and governance processes. The evaluation considers the balance
of skills, experience, independence and knowledge of the management and the Board, its
overall diversity, and analysis of the Board and its Directors' functioning.
EVALUATION TECHNIQUE
The evaluation methodology involves completion of questionnaires consisting of certain
parameters such as Evaluation factor, Ratings and Comments, if any.
The performance of entire Board is evaluated by all the Directors based on Board
composition and quality, Board meetings and procedures, Board development, Board strategy
and risk management etc.
The performance of the Managing Director and Executive Directors is evaluated by all
the Board Members based on factors such as leadership, strategy formulation, strategy
execution, external relations etc.
The performance of Non-Executive Director and Independent Directors is evaluated by
other Board Members based on criteria like managing relationship, knowledge and skill,
personal attributes, independence from the management etc.
It also involves self-assessment by all the Directors and evaluation of Committees of
Board based on knowledge, diligence and participation, leadership team and management
relations, committee meetings and procedures respectively.
Further, the assessment of Chairman's performance is done by each Board Member on
similar qualitative parameters.
EVALUATION OUTCOME
The feedback of the evaluation exercise and inputs of Directors were collated and
presented to the Board and an action plan to further improve the effectiveness and
efficiency of the Board and Committees is placed.
The Board as a whole together with each of its committees were working effectively in
performance of its key functions- Providing strategic guidance to the Company, reviewing
and guiding business plans, ensuring effective monitoring of the management and overseeing
risk management function. The Board is kept well informed at all times through regular
communication and meets once per quarter and more often as and when the need arises.
Comprehensive agendas are sent to all the Board Members well in advance to help them
prepare and ensure the meetings are productive. The Company makes consistent efforts to
familiarize the Board with the overall business performance covering all Business
verticals, Product Category and Corporate Function from time to time.
The performance of the Chairman was evaluated satisfactory in the effective and
efficient discharge of his role and responsibilities for the day-to-day management of the
business, with reference to the strategy and long term objectives.
The Executive Directors and Non-Executive Directors provided entrepreneurial leadership
to the Company within a framework of prudent and effective controls, with a balanced focus
on policy formulation and development of operational procedures. It was acknowledged that
the management accorded sufficient insight to the Board in keeping it up-to-date with key
business developments which was essential for each of the individual Directors to maintain
and enhance their effectiveness.
G. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company with related parties
were in ordinary course of business and at arm's length basis. All
Related Party Transactions, which are foreseen and repetitive in nature, are placed
before the Audit Committee on yearly basis for obtaining prior omnibus approval of the
Committee.
All transactions with related parties were reviewed and approved by the Audit Committee
and are in accordance with the Policy on Related Party Transactions formulated by the
Company. All
Related Party Transactions are subjected to independent review by a reputed accounting
firm to establish compliance with the provisions of the Act and Listing Regulations.
The details of the related party transactions as per Ind AS 24 are set out in Notes to
the Financial Statements of the Company. Policy on Related Party Transaction formulated by
the Company are available on the website of the Company at https://
www.lumaxworld.in/lumaxautotech/ relatedpartytransaction-policy.pdf During the year, there
were no materially significant related party transactions entered into, by the Company
with Promoters, Directors or Key Managerial Personnel, which may have a potential conflict
of interest for the Company at large.
Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, Form AOC-2, containing the details of Related Party
Transaction is set out as Annexure - C to this report.
Further, the Shareholder's approval on Material
Related Party Transactions have been taken by way of Postal Ballot for which the
results were declared by the Company on September 30, 2022.
H. COMPLIANCE MANAGEMENT FRAMEWORK
The Company has a robust and effective framework for monitoring compliances with
applicable laws. The Company has installed a Software namely AVACOM (Product of Team
lease) for Compliance Management and through this Software the Company is able to get the
structured control over applicable compliances by each of the units of the Company. A
separate Corporate Compliance Management Team periodically reviews and monitors
compliances by units and supports in effective implementation of same in a time bound
manner. The Board and Audit Committee alongwith Compliance team periodically monitors
status of compliances with applicable laws based on quarterly certification provided by
Senior Management.
I. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a vigil mechanism and formulated Whistle Blower Policy, for
Directors, employees and business associates to report to the management, concerns about
unethical behaviour, actual or suspected fraud or violation of the Company's code of
conduct or ethics, in accordance with the provisions of Section 177 (10) of the Act and
Regulation 22 of the Listing Regulations. Audit committee oversee the implementation of
vigil mechanism and provides adequate safeguards against unfair treatment to the whistle
blower who wishes to raise a concern and also provides for direct access to the Chairman
of the Audit committee in appropriate/exceptional cases.
The Whistle Blower Policy is available on the website of the Company
www.lumaxworld.in/lumaxautotech. To further strengthen this mechanism, the Company has an
Employee App which is available for both android and iOS users to report any instances of
financial irregularities, breach of Code of Conduct, abuse of authority, unethical/unfair
actions concerning Company vendors/suppliers, malafide manipulation of Company records,
discrimination among employees, anonymously to provide protection to the employees who
report such unethical practices and irregularities.
Any incidents that are reported are investigated and suitable action is taken in line
with the Whistle Blower Policy.
During the year under review, no incidence under above mechanism was reported.
J. SECRETARIAL STANDARDS
The Board state that applicable Secretarial
Standards, i.e., SS-1 and SS-2, relating to Meetings of the Board of Directors'
and General Meetings', respectively, have been duly complied by the Company.
K. DIRECTORS RESPONSIBILITY STATEMENT
In terms of section 134 (3) (c) & 134 (5) of the Act and to the best of their
knowledge and belief, and based on the information and explanations provided, your
Directors hereby make the following statements: (i) that in the preparation of the Annual
Accounts for the Financial Year ended March 31, 2023, the applicable Accounting Standards
have been followed along with proper explanation relating to material departures in the
Auditor Report and Notes to Accounts; (ii) that the Directors have selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the
financial year and of the profit and loss of the Company for that period; (iii) that
the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) that the Directors have prepared the Annual
Accounts on a "going concern" basis;
(v) that the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; (vi) that 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
L. PARTICULARS OF REMUNERATION OF DIRECTORS AND OTHER EMPLOYEES
Information on Employees as required under
Section 197 of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an
integral part of this Report as an Annexure - D.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of the top ten employees in terms of remuneration drawn and
names and other particulars of the employees drawing remuneration in excess of the limits
set out in the said rules which form part of the Directors' Report, will be made available
to any shareholder on request, as per provisions of Section 136(1) of the Act.
M. AUDIT COMMITTEE & COMPOSITION
The composition of the Audit Committee is in alignment with provisions of Section 177
of the Act read with the Rules framed thereunder and Regulation 18 of the Listing
Regulations. The members of the Audit Committee are financially literate and having
experience of Financial Management.
The Audit Committee comprises of Mr Arun Kumar Malhotra as Chairman, Mr Roop Salotra,
Mr Milap Jain, Mr Avinash Parkash Gandhi and Mr Anmol Jain as Members.
The Company Secretary acts as Secretary to the Audit Committee.
The Audit Committee of the Company reviews the reports to be submitted to the Board of
Directors with respect to auditing and accounting matters.
It also supervises the Company's internal control process, financial reporting and
vigil mechanism.
All the recommendations made by the Audit Committee were accepted by the Board of the
Company.
Further, Brief terms of reference and Meeting held of the Audit Committee along with
attendance of members are provided in Corporate Governance
Report forming part of this Report.
N. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Please refer to the Paragraph on Familiarisation
Programme in the Corporate Governance Report for detailed analysis.
O. HUMAN RESOURCES
Please refer to the paragraph on Significant Developments in Human Resources in the
Management Discussion & Analysis section for detailed analysis.
IV. INTERNAL FINANCIAL CONTROLS AND ADEQUACY
A. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO INTERNAL FINANCIAL
STATEMENT
The Company has a robust and well embedded system of internal controls in place to
ensure reliability of financial reporting, orderly and efficient conduct of business,
compliance with policies, procedures, safeguarding of assets and economical and efficient
use of resources. Appropriate review and control mechanisms are put in place to ensure
that such control systems are adequate and operate effectively.
Periodical programs of Internal Audits are planned and conducted which are also aligned
with business objectives of the Company. The meetings with Internal Auditors are conducted
wherein the status of audits and management reviews are informed to the Audit Commitee.
The Company has adopted accounting policies which are in line with the Indian
Accounting Standards notified under Section 133 of the Act read with the Companies (Indian
Accounting Standard) Rules, 2015.
The Company gets its Standalone and Consolidated Financial Results reviewed/Audited
every quarter by its Statutory Auditors.
The Company uses an established ERP SAP HANA' S to record day to day transactions
ystems for accounting and financial reporting. The SAP system is configured to ensure that
all transactions are integrated seamlessly with the underline books of accounts, which
helps in obtaining accurate and complete accounting records and timely preparation of
reliable financial disclosures.
B. RISK MANAGEMENT POLICY
The Company has adopted the Risk Management Policy as per Regulation 21 of the Listing
Regulations. The Risk Management Committee is responsible to frame, implement and monitor
the risk management plan for the Company. The Committee is responsible for development and
implementation of a Risk management Policy for the Company including identification
therein elements of risk, if any, which in the opinion of the Board may threaten the
existence of the Company and is responsible for reviewing the risk management plan and its
effectiveness. The Company has Risk Management
Policy which can be accessed on Company's website
https://www.lumaxworld.in/lumaxautotech/ downloads/risk-management-policy.pdf.
C. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY DESIGNATED PERSONS (CODE
OF CONDUCT)
The Company has adopted a Code of Conduct to regulate, monitor and report trading by
Designated Persons. This Code of Conduct is intended to prevent misuse of Unpublished
Price Sensitive
Information ("UPSI") by designated persons and their immediate relatives.
The said Code lays down guidelines, which advise Designated Persons on the procedures
to be followed and disclosures to be made while dealing with the shares of the Company and
cautions them on consequences of non-compliances. The Company has also updated its Code of
practices and procedures of fair disclosures of unpublished price sensitive information by
including a policy for determination of legitimate purposes. Further, the
Company has put in place adequate & effective system of internal controls and
standard processes to ensure compliance with the requirements given under these
regulations to prevent insider trading.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY
The Company has adopted the Code of Conduct for Directors and Senior Management of the
Company. The same is available on the website of the Company https://www.lumaxworld.in/
lumaxautotech/downloads/code-of-conduct.pdf
D AUDITORS .
STATUTORY AUDITORS
The shareholders have approved the reappointment of M/s S.R. Batliboi & Co. LLP
(Firm Registration No. 301003E/E300005), Chartered
Accountants as Statutory Auditors of the Company in the 38th Annual General Meeting
held on August 23, 2019 to hold office till the conclusion of the 43rd Annual General
Meeting of the Company to be held in the year 2024.
M/s S.R. Batliboi & Co. LLP, Chartered Accountants have furnished a certificate
confirming that they are not disqualified from continuing as Auditors of the Company.
The Report given by the Statutory Auditors on the Financial Statements of the Company
forms part of this Annual Report. The Auditor Report does not contain any qualification,
reservation, adverse remark or disclaimer
COST AUDITORS
In terms of Section 148 (1) of the Act, the Company is required to maintain cost
records for certain products as specified by the Central Government and accordingly such
accounts and records are prepared and maintained in the prescribed manner.
The Board on recommendation of Audit Committee has re-appointed M/s Jitender, Navneet
& Co., (Firm Registration No. 000119) as the Cost Auditors of the Company in Board
Meeting dated May 30, 2023 for the audit of the cost accounts of the Company for the FY
2023-24.
The remuneration proposed to be paid to the Cost Auditor requires ratification by the
shareholders of the Company. In view of this, your approval for payment of remuneration to
Cost Auditors is being sought at the ensuing AGM. Accordingly, a resolution, seeking
approval by members for the ratification of the remuneration to be paid to Cost Auditors
amounting to Rs. 2.00 Lakhs (Rupees Two Lakhs) excluding taxes and out of pocket expenses,
if any payable to M/s Jitender Navneet & Co., is , included in the Notice convening
42nd AGM of the
Company.
Cost Audit Report
The Cost Audit Report for the FY 2021-22 has been filed with the Central Government
within the stipulated time.
DISCLOSURE ON MAINTENANCE OF COST RECORDS AS SPECIFIED BY CENTRAL GOVERNMENT UNDER SUB
SECTION (1) OF SECTION 148
The Company is maintaining cost records as stipulated under applicable laws.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr Maneesh
Gupta (Membership No. F-4982), Practising
Company Secretary as the Secretarial Auditor in Board Meeting held on May 30, 2023 to
undertake the Secretarial Audit for FY 2023-24. The Company has received consent from Mr
Maneesh Gupta to act as Secretarial Auditor for conducting audit of the secretarial
records for the FY 2023-24.
ANNUAL SECRETARIAL AUDIT REPORT & ANNUAL SECRETARIAL COMPLIANCE REPORT
The Secretarial Audit Report of the Company and Lumax Mannoh Allied Technologies
Limited and IAC International Automotive India Private Limited (Material Subsidiaries of
the Company) for the FY 2022-23 forms part of this Annual Report as an Annexure - E.
There are no qualification, reservation, adverse remark or disclaimer given by the
Secretarial Auditors in their Reports.
Pursuant to Regulation 24A(2) of Listing Regulations, all listed entities on annual
basis are required to get a check done by Practising Company Secretary (PCS) on compliance
of all applicable SEBI Regulations and circulars/ guidelines issued thereunder and get an
Annual Secretarial Compliance Report issued by a PCS and such Report required to be
submitted to the Stock Exchanges within 60 days of the end of the Financial Year.
The Company has engaged Mr Maneesh Gupta
(Membership No. F-4982), PCS and Secretarial Auditor of the Company for providing
Annual Secretarial Compliance Report.
INTERNAL AUDITORS
In compliance with the provisions of Section 138 of the Act, read with the Companies
(Accounts) Rules, 2014, the Internal Audit, of various units of Company, for the FY
2022-23 was done by M/s
Grant Thornton Bharat LLP. Further, the Board of Directors in its meeting held on May
30, 2023 has reappointed M/s Grant Thornton Bharat LLP as Internal Auditors for the FY
2023-24.
E. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the year under review, no fraud was reported by Statutory Auditor and
Secretarial Auditor against the Company which would need to be mentioned in this Board's
Report.
V. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
A detailed Business Responsibility and Sustainability Report in terms of the provisions
of Regulation 34 of the Listing Regulations forms part of the Annual Report.
VI. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND INITIATIVES
The Company is committed to grow and operate in a socially sustainable manner and
continue to give back to society. A well-outlined CSR program creates social and
environmental value thus impacting and improving the lives of communities. The key focus
areas of the Company have been Education and Healthcare for disadvantaged sections of the
society. The Company's focus areas are largely covered under Schedule VII of the Act.
During the year, the Company continued its support to the existing schools by way of
support on career counselling, integrating students in schools providing books and
learning aids, meals enhancing holistic education opportunities. Under its healthcare
initiatives, the Company is focusing on preventive healthcare by continuously organizing
health check-up camps, lending financial support to hospitals for juvenile diabetes,
cataract operations.
The Company's CSR initiatives are implemented primarily through its CSR arm/trust,
Lumax Charitable Foundation ("Foundation"), with focus on education, empowerment
of girl child through education and the healthcare, for disadvantaged Section of society.
The Company has constituted CSR Committee of the Board and also developed &
implemented a CSR Policy in accordance with the provisions of Act. The Committee monitors
and oversees various CSR initiatives and activities of the Company.
KEY CSR ACTIVITIES
The Company provides holistic education opportunities and preventive and curative
health interventions, committed to the India Sustainable Goals of Quality Education and
Good Health. These interventions and programs are managed by the Lumax Charitable
Foundation team along with implementation partners.
EDUCATION
In its endeavour to provide holistic and quality education, the interventions include,
girl child enrolment in schools, starter kits and learnings aids. It is to provide and
enable underprivileged students to enhance their learning experience through out of school
learning activities like excursion trips, end-to-end career counselling, life-skills &
soft-skills training on a continuous basis. The programs help to facilitate various govt.
& private scholarships to deserving need-based and merit-based students to pursue with
their education.
Infrastructure needs of the government schools including the construction of toilets,
classroom, providing LED lights are also undertaken after a thorough need assessment. The
programs are preferably conducted in areas around the Company's plants.
HEALTH
Under health, the Foundation has been supporting communities near the plants with
preventive cancer awareness and screening camps and also provide eye care camps for
eye-check up and conducting cataract surgeries. The cancer screening includes blood
profiling along with physical examination by a surgeon, ENT specialist and a
gynaecologist, complete with radiology examination.
CONS TITUTION OF CSR COMMITTEE
The CSR Committee of the Board comprises of Mr Roop Salotra as Chairman, Mr D.K. Jain
and Mr Deepak Jain as Members of the Committee. Further, the Board have also adopted the
CSR Policy of the Company as approved by the Corporate Social Responsibility Committee
which is also available on the website of the Company at https://
www.lumaxworld.in/lumaxautotech/downloads/CSR-policy-latl.pdf Brief terms of reference and
Meetings held of the Corporate Social Responsibility Committee along with attendance of
members are provided in Corporate
Governance Report forming part of this Report.
The contents of the said policy are as below:
1. CSR Philosophy
2. Constitution of CSR Committee
3. R ole of CSR Committee
4. Implementation of CSR Projects, Programs and
Activities
5. Allocation of Budget
6. L umax domains of engagement in accordance Schedule VII
7 Monitoring and Review Mechanism .
8. Management Commitment
In terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules,
2014, Annual Report on CSR in prescribed format is attached as Annexure-F to this
Report.
VII. O THER STATUTORY DISCLOSURES AS REQUIRED
UNDER SECTION 134 OF THE ACT
Names of Companies which have become or ceased to be its Subsidiaries, Joint Ventures
or Associate Companies during the Year.
During the period under review, following companies became or ceased to be
Subsidiaries, Joint Venture, and Associate Company of the Company:
1. IA C International Automotive India Private Limited (IAC): During the period
under review,
Company has acquired 75% of Shares of IAC through LIVE, a Wholly Owned Subsidiary of
the Company.
2. Sipal Engineering Private Limited (SEPL): During the period under review,
SEPL an Associate Company of LIVE has been Voluntarily Liquidated w.e.f. July 18, 2022.
3. Lumax Mettalics Private Limited (LMPL): A wholly owned subsidiary has been
merged with the Company vide order passed by the Hon'ble
National Company Law Tribunal, New Delhi Bench dated March 01, 2023.
4. L umax Energy Solutions Private Limited (LESPL), a Subsidiary of LIVE which
was under the process of Voluntary Liquidation has been dissolved w.e.f. April 19, 2023.
A. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return
for the Financial Year ended March 31, 2023 is available on the
Company's website at https://www.lumaxworld.in/ lumaxautotech/annual-return.html
B. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Transfer of Unpaid Dividend
Pursuant to the provisions of Section 124(5) of the
Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(the Rules'), all unpaid or unclaimed dividends are required to be transferred by
the Company to the IEPF established by the Central Government, after the completion of
seven (7) years from the date of transfer to Unclaimed/Unpaid Dividend. Consequently, the
Company has transferred Rs. 1,66,635/- during the year to the IEPF, lying with it for a
period of seven years pertaining to FY 2014-15.
Transfer of Shares underlying Unpaid Dividend
Pursuant to the provisions of Section 124(6) of the Act read with the Rules, the shares
in respect of which Dividend has not been paid or remains unclaimed for seven (7)
consecutive years or more are also required to be transferred to the Demat account of IEPF
Authority. During the year, the Company had transferred 1,975 shares to the
Demat Account of the IEPF Authority within the timeline prescribed in IEPF Rules.
Transfer of Unclaimed Interim Dividend and underlying Shares for FY 2015-16
The due date for transfer into IEPF of the Unpaid/ Unclaimed Dividend lying in the
Unpaid Interim Dividend Account of the Company for the FY
2015-16 was April 15, 2023. In compliance with the provisions of Section 124 of the Act
read with the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 as amended from time to time, the Company had issued a
due notice in the newspapers and also sent the individual notices through speed
post/registered post, at the latest available address to the concerned Shareholders, whose
Dividend/Shares were liable to be transferred to IEPF, requesting them to claim their
dividend and underlying shares on or before April 15, 2023.
Accordingly, the Company had transferred an unclaimed Dividend Amount (Interim
Dividend) of Rs. 1,14,713/- to the IEPF, lying with it for a period of seven years
pertaining to FY 2015-16. The
Company had also transferred 1,990 underlying Equity Shares to IEPF pertaining to FY
2015-16.
C. DEPOSITS
During the year under review, the Company has neither accepted nor renewed any Deposit
under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014
D. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments covered under the provisions of
Section 186 of the Act are given in the Notes to Financial Statements.
E. MATERIAL CHANGES AND COMMITMENTS
Due to phased out technology and continuous losses the operations of Bhosari Plant were
shifted to other units of the Company and the Board approved the Closure of the said unit
of the Company w.e.f. May 31, 2023.
Due to lower demand from the customer, the operations of K-76, Aurangabad has been
shifted to another unit in Aurangabad and the Board approved the Closure of the said unit
of the Company w.e.f. May 31, 2023.
There was no adverse impact of this closure on the financials of the Company. There
were no other material changes and commitments which have occurred after the end of the
financial year ended March 31, 2023 till the date of this Report that affects the
financial position of the Company.
F. INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
One of the several commitments that continued to remain in force throughout the
Financial Year was developing business along with improvement in environmental performance
to maintain a reliable and sustainable future.
During the course of the year, the manufacturing units of the Company have continued
their efforts to reduce energy consumption in all areas of its operations. These
manufacturing units are constantly encouraged to improve operational activities and
maximizing production volumes and minimizing consumption of natural resources. Systems and
processes have been put in place for utilization of alternate sources of energy and
monitoring of energy consumption for all the units.
Disclosure of information regarding Conservation of Energy, Research & Development,
Technology
Absorption and Foreign Exchange Earning and Outgo etc. under Section 134(3)(m) of the
Act read with the Companies (Accounts) Rules, 2014, is annexed as Annexure - G to
this Report.
G. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the
Regulators/Courts/Tribunals, which would impact the going concern status of the Company
and its future operations.
H. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE (ICC) UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH)
As per Section 134(3) read with Rule 8 of Companies (Accounts) Rules, 2014 a
"Statement to the effect that the Company has duly complied with the provisions
related to Constitution of Internal Complaints Committee (ICC) under the Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH)" has to be included in the Board's
Report.
In accordance with the above-mentioned provisions of POSH, Company is in compliance
with and has adopted the "Policy on Prevention of Sexual Harassment of Women at
Workplace". The constitution of ICC is as per the provisions of POSH and includes
external Members from NGO or those individuals having relevant experience In accordance
with the provisions of POSH, the
Company has adopted the "Prevention of Sexual Harassment at Workplace Policy"
and constituted an ICC for Prohibition, Prevention and Redressal of Sexual Harassment of
Women at Workplace and matters connected therewith or incidental thereto covering all the
related aspects.
The Committee meets as and when required, however minimum one meeting is ensured during
the Financial Year to discuss strengthening safety of employees at workplace and also to
resolve/ address related issues, if any reported during the year. Further, detail on
status of complaints filed, disposed off and pending with regard to POSH is incorporated
in Corporate Governance Report forming part of the Report. During the year under review,
22 (Twenty Two) Meetings and 31 (Thirty One) awareness sessions of
ICC across all plant locations were held. Further, as per the applicable provisions of
POSH, the Company continues to submit Annual Report to the District Officer consisting of
details as stipulated under the said Act.
I. ENVIRONMENT, HEALTH & SAFETY
Safety
The Company continues to identify and manage risk to ensure the Safety of the
employees. The
Company focuses on "Safety" continuously to ensure policies, procedures and
systems to meet the requirements of current legislation and best practices. Over the last
seven years the Company has been working to strengthen the position in relation to Safety
management. This has been a process of gradually tightening up on policies and procedures
and ensuring that these remain relevant and up-to date. The Company has improved systems
for carrying out risk assessments and making sure that they are regularly reviewed; for
tracking of workers; workstation assessments and for many other aspects of a good Safety
management system. Work closely with its internal Safety Officers and external Agencies to
build on that work and promote continuous improvement.
Key aims and objectives achieved in FY 2022-23 includes: Strong and Active
Leadership:
Corporate safety procedures & Emergency
Procedures were reviewed and safety management audit program was delivered.
Safety competence, awareness & training was in place.
Safety performance and risk management arrangements established in the organization.
Team approach has continued to progress key Safety objectives.
Continuation of strong Safety Management
System through the established safety committeestoensuree ectivecommunication and
consultation arrangements for discussion and promotion of Safety improvements at scale and
pace.
Safety as a standing item on all Corporate,
Directorate and manager meeting agendas to embed best practice and drive cultural
change and improvement.
Apart from the above, the Company has also performed below activities in FY 2022-23
sincerely:
1. Employee Engagement Activities (Celebrated National Safety week, Personal Protective
equipment demonstrations, Unplanned Evacuation Drill, Road Safety Week, World
Environment Day, Safety Motivational Reward activities, Work place Safety awareness
Training, Safety Quiz Programme & World
Environment Health Day).
2. KYT - Kiken Yochi Training (Identifying hazard and taking corrective measures with
the help of actual users).
3. Hazards specific Safety training (Fire Fighting, Near Miss, First Aid, Electrical
Safety, Chemical
& Machine Safety).
4. Monthly Internal safety Committee Meeting.
5. Regional Safety Meeting at all regions.
6. Safety Gemba Audit and Monitoring.
7. Fire Risk Assessment Audit.
8. Comprehensive review/surveillance audit done as per ISO 14001:2015 (Environment
Management System) and ISO 45001:2018 (Occupational Health & Safety Management
system).
9. Near miss incident capturing and Investigation.
10. Thermography study for health check-up of electrical Panel.
11. Third Party Audit / Safety assessment done.
For Tier-2 Suppliers:
From the last Six years, the Company also commenced the Fire Risk Assessment Audit for
Tier-2 suppliers (63 Nos) to reduce the fire related incident and achieved significant OK
result. Also, the Company has initiated for safety and started the Safety Audit from FY
2019-20 for (5 Nos) suppliers to reduce the human injury (Only for those who are having
the heavy power press machinery- Critical Operation).
Apart from the above activities, the Company is strictly monitoring the injury status
and sharing the same every month to its Vendors. The Company also delivered Training
awareness programs related to Fire, Electrical, Machine Safety and Fire Mock drill.
J. GENERAL
During the year, there was no transaction requiring disclosure or reporting in respect
of matters relating to:
(a) issue of equity shares with differential rights as to dividend, voting or
otherwise; (b) issue of shares (including sweat equity shares) to employees of the Company
under any scheme; (c) raising of funds through preferential allotment or qualified
institutions placement; (d) pendency of any proceeding under the Insolvency and Bankruptcy
Code, 2016 and (e) instance of one-time settlement with any bank or financial institution.
K. CONTRIBUTION TO EXCHEQUER
The Company is a regular payer of taxes and other duties to the Government. During the
year under review, the Company paid all its statutory dues
& presently no dues are outstanding more than six months. The Company have
generally been regularly depositing its statutory dues with the appropriate authorities.
VIII. ACKNOWLEDGEMENT
It is our belief that we have a leadership team with the right experience and skills to
take us into the next phase of growth. We continue to build our skills and add appropriate
resources, which will help the Company deliver solid results in the years to come. The
Directors place on record their sincere gratitude and appreciation for the continued
co-operation and support extended to the Company by its highly valued customers, Joint
Venture Partners, all the shareholders, financial institutions & Banks, various
Government Agencies.
The Directors also wish to place on record their sincere thanks and appreciation for
the continuing support and unstinting efforts of vendors, dealers, business associates and
employees in ensuring an excellent all around operational performance.
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