Mar 31, 2025
Your Board of Directors are pleased to present the 18th Annual Report of Sintercom India
Limited (âSintercom" or âCompany") together with the audited financial statements for the
financial year ended on 31st March 2025. Further, in compliance with the Companies Act, 2013
the Company has made all requisite disclosures in the Board Report with the objective of
accountability and transparency in its operations and to make you aware of the performance
and future perspective.
The Financial performance of the Company during the financial year ended 31st March 2025
as compared to the previous financial year is summarized in the following table:
|
Particulars |
For the year ended |
For the year ended |
|
Revenue from operations |
9,00,138 |
8,77,105 |
|
Other income |
973 |
1,197 |
|
Total income |
9,01,111 |
8,78,302 |
|
Profit before depreciation and finance charges |
1,48,297 |
1,46,484 |
|
Finance Charges |
48,552 |
41,380 |
|
Depreciation and amortization expense |
84,057 |
86,401 |
|
Profit / (loss) before Taxation (PBT) |
15,688 |
18,703 |
|
Tax adjustments |
(9,023) |
(7,155) |
|
Balance of (Loss)/Profit brought forward |
6,665 |
11,548 |
|
Total other comprehensive income |
259 |
354 |
|
Balance available for appropriation |
6,925 |
11,901 |
|
Proposed Dividend on Equity Shares |
- |
- |
|
Tax on proposed Dividend |
- |
- |
|
Transfer to General Reserve |
- |
- |
|
Amount carried to Balance Sheet |
6,925 |
11,901 |
In the year passed by, your Company continued to make steady growth in the sales numbers.
The company growth for the year was in line to the passenger vehicle segment sales growth
during the year.
Your Company recorded net sales of Rs. 900 mn in FY 2024 25, against Rs. 877 mn in the previous
year, registering a 2.6 per cent year-on-year growth. Sales growth was driven by an uptick in
volumes from our major customers. Profit before depreciation, finance cost and tax expenses
(EBITDA) grew to Rs. 148 mn from Rs. 146 mn, representing an EBITDA margin of 16.4 per cent in
FY 2024-25. The profit before tax for the year was Rs. 15 mn compared with Rs. 18 mn in the
previous year.
Your Company continues to maintain a robust partnership with all it''s customer OEMs by
consistently delivering high-quality innovative products. Our goal for the OEM accounts is to
maintain our strong position, offer innovative products and solutions and to maintain the
technological competitive advantage.
As one of India''s most strategically important industries, the automobile sector plays a central
role in driving innovation, infrastructure development, and export competitiveness. Its
evolution reflects not only market dynamics but also the country''s industrial ambitions. The
Indian automobile industry stands at a pivotal moment of transformation and opportunity.
With strong growth projections, evolving consumer preferences, and a surge in electric
mobility, the sector is poised to redefine its role in the global automotive landscape..
The Indian automobile industry continues to demonstrate strong growth momentum, with
projections indicating a market size of approximately USD 300 billion by 2026. This expansion
is driven by rising disposable incomes, urbanization, and a growing middle-class consumer
base. In FY2025, total vehicle production reached 310 million units, led by two-wheelers (196
million units), followed by passenger and commercial vehicles. India retains its global
leadership as the largest manufacturer of two-wheelers and tractors, and ranks third in heavy
truck production.
A significant structural shift is underway with the rapid adoption of electric vehicles (EVs).
India is expected to become the third-largest EV market globally by 2030, with over 2.5 million
EVs anticipated on the roads. The EV segment is projected to grow at a CAGR of 22% through
2030, supported by favorable government policies such as PM E-DRIVE and the Vehicle
Scrappage Policy. These initiatives are accelerating the transition toward sustainable and
clean mobility solutions with targets to achieve 30% EV penetration by 2030..
Export performance remains robust, with a 19% year-on-year increase in FY2025, totaling 5.3
million units. Foreign Direct Investment in the sector has exceeded USD 35 billion, reflecting
sustained investor confidence and reinforcing India''s position as a strategic manufacturing
base.
Looking ahead to FY2026, the industry is expected to witness continued growth in utility
vehicles (UVs) and medium & heavy commercial vehicles (M&HCVs), driven by evolving
consumer preferences, infrastructure development, and increased localization of advanced
components. With strong policy support, innovation in mobility technologies, and expanding
global reach, India is well-positioned to emerge as a key automotive hub in the global value
chain.
Given the favorable industry outlook, our company is well-positioned to capitalize on
emerging opportunities across multiple segments. The rise of electric mobility, increased
export potential, and policy-driven incentives present a compelling case for strategic
expansion and innovation.
Indian Automotive Components Sector Overview:
The Indian automotive components sector continues to demonstrate robust performance and
strategic relevance within the broader mobility ecosystem. As a critical enabler of vehicle
manufacturing, exports, and technological innovation, the industry has emerged as a resilient
pillar of India''s industrial growth. FY2025 marked another year of strong expansion, driven by
sustained demand from OEMs, a thriving aftermarket, and rising global competitiveness. With
increasing investments in electric mobility and advanced manufacturing, the sector is not only
supporting domestic vehicle production but also positioning India as a preferred sourcing
destination for global automakers.
The Indian automotive components industry recorded a turnover of Rs. 6.73 lakh crore (USD
80.2 billion) in FY2025, registering a 9.6% year-on-year growth, according to the Automotive
Component Manufacturers Association of India (ACMA). This growth was driven by strong
domestic demand, rising exports, and increased value addition across segments.
Exports rose by 8% to USD 22.9 billion, while imports increased by 7.3% to USD 22.4 billion,
resulting in a trade surplus of USD 453 million, a significant improvement from USD 300 million
in FY2024. North America remained the largest export destination (32%), followed by Europe
(29.5%) and Asia (26%). Key export categories included drive transmission & steering systems,
engine components, suspension, braking, and body/chassis parts.
Supplies to OEMs in the domestic market grew by 10% to Rs. 5.70 lakh crore, supported by an 8%
increase in vehicle production and a shift toward higher-value components. The aftermarket
segment expanded by 6% to Rs. 99,948 crore (USD 11.8 billion), fueled by a growing used vehicle
base, rural demand, and formalization of the repair ecosystem.
The sector continues to contribute 2.3% to India''s GDP and provides direct employment to 1.5
million people. It remains a cornerstone of India''s manufacturing strength, with a compound
annual growth rate (CAGR) of 14% from FY2020 to FY2025, nearly doubling in size over five
years.
Investments in FY2025 were robust, with an estimated Rs. 20,000-Rs.25,000 crore allocated
toward capacity expansion, technology upgrades, and EV component development. This
momentum is expected to continue, especially as the industry pivots toward electric mobility
and advanced manufacturing.
Despite global headwindsâincluding tariff hikes and supply chain disruptionsâthe sector
has shown remarkable resilience. The limited availability of rare-earth magnets and rising
freight costs remain challenges, underscoring the need for a national strategy.
In light of the sector''s continued growth and evolving dynamics, your Company is well-
positioned to capitalize on emerging opportunities across OEM supply, aftermarket
expansion, and EV component development. The industry''s shift toward higher-value
technologies, increased localization, and global sourcing aligns closely with our strategic
focus on innovation, operational excellence, and sustainable growth. As we deepen our
capabilities and partnerships within this ecosystem, we remain committed to driving value
creation and reinforcing our role as a trusted contributor to India''s automotive transformation.
The Company''s focus on quality, productivity and innovations has helped us deliver increased
value to our customers. The Company is certified for IATF 16949: 2016 & ISO 14001: 2015 & ISO
45001: 2018 (Quality Management Systems).
During the year ended 31st March, 2025, there was no change in the issued, subscribed, and
paid-up share capital of your Company. The issued and paid-up capital as on 31st March, 2025
was 2,75,278,220 comprising of 2,75,27,822 equity shares of face value of Rs. 10/- each.
The board has decided to retain the profits within the Company for future growth and hence no
dividend is recommended for the year ended 31st March, 2025.
The Board of Directors does not propose to transfer of any amount to general reserves during
the year under review.
There has been no change in the nature of business of the Company, during the period under
review.
Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing
Regulations''), a separate section on Management Discussion and Analysis Report which also
covers the operations reflecting the nature of business, forms an integral part of this Annual
Report.
The Company has no subsidiary, joint venture or associate companies.
The Company is listed on National Stock Exchange of India Limited ("NSE"). The Company has
paid the Annual Listing Fee for the financial year 2025-26. The ISIN No. of the Company for
equity is INE129Z01016.
Capital expenditure incurred during the year ended 31st March, 2025 aggregated to Rs.19.51
mn.
Transparency is the foundation of our Company''s philosophy, and your Company adheres to
all corporate governance requirements in letter and spirit. All the Committees of the Board of
Directors meet regularly as required in terms of SEBI Listing Regulations. The Board of
Directors has taken the necessary steps to ensure compliance with statutory requirements.
The Company''s Directors, Key Management Personnel, and Senior Management Personnel
have complied with the approved ''Code of Conduct for Board of Directors and Senior
Management Personnel''. According to Schedule V of the SEBI Listing Regulations, a
declaration to this effect, signed by the Managing Director and CEO of the Company, forms
part of the Annual Report. The Report on Corporate Governance, as required under Regulation
34, read along with Schedule V of the SEBI Listing Regulations, is given in Annexure-II.
A certificate from Practicing Company Secretary confirming compliance with corporate
governance norms is annexed to the Corporate Governance Report.
There has been no revision in the financial statements or the report of the Board of your
Company during the financial year 2025.
⢠Mr. Satish Barve (DIN: 03575465) resigned from the position of Non-Executive Non¬
Independent Director of the Company and from all the Committees in which he was the
Member with effect from 03 rd April, 2024 due to his personal reason and there are no other
material reasons for his resignation.
⢠Mr. Michael Hummelbrunner (DIN: 10483465) was appointed as Additional Non-Executive
and Non-Independent Director of the Company w.e.f. 14th May, 2024 pursuant to a
nomination letter dated 20th March, 2024 received from Miba Sinter Holding GmbH & Co
KG. In accordance with regulation 17 (1C) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") appointment of Mr.
Michael Hummelbrunner was regularized by resolution passed by the shareholders in the
17th AGM of the Company held on 12th August, 2024 and the results of the same were
declared on 13th August, 2024.
⢠Ms. Aakanksha Kelkar, resigned from the position of Company Secretary and Compliance
officer (Key Managerial Personnel) and internal auditor of the Company w.e.f. 12th June,
2024.
⢠Ms. Prathama Gugale has been appointed as Company Secretary & Compliance officer of
the company w.e.f. 07th September, 2024.
⢠Mr. Madan Godse (DIN: 06987767) resigned from the position of Non-Executive
Independent Director of the Company and from all the Committees in which he was the
Member with effect from 13th November, 2024 due to his personal reason and there are no
other material reasons for his resignation.
⢠Mr. Partha Pati (DIN:10936689) was appointed as Additional Director Non-Executive
Independent Director on 04th February, 2025. As per regulation 17 (1C) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("LODR") appointment of Mr. Partha Pati was regularized by resolution passed by the
shareholders via postal ballot. The Postal Ballot was held from 20th February, 2025 to 21st
March, 2025 and the results of the same were declared on 24th March, 2025.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company comprises an optimum combination of Executive and Non¬
Executive and Independent Directors.
The Board has identified core skills, expertise, and competencies of the Directors in the context
of the Company''s business for effective functioning and how the current Board of Directors are
fulfilling the required skills and competencies. This is detailed at length in the Corporate
Governance Report.
Pursuant to Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014, the details relating to
Directors key managerial personnel who were appointed / re-appointed or resigned / retired
are reported as under:
⢠Resignation of Mr. Satish Barve, Non- Executive Non-Independent Director
During the year under review, Mr. Satish Barve (DIN: 03575465) resigned from the position
of Non-Executive Non- Independent Director of the Company w.e.f. 03rd April, 2024 due to
personal reasons and there are no other material reasons for his resignation. Accordingly,
he ceased to be a Chairperson/member of various Board Committee(s). The Board places
on record its appreciation for the contribution and guidance provided by Mr. Satish Barve
during his tenure as Director of your Company.
⢠Appointment of Mr. Michael Hummelbrunner, Non- Executive Non-Independent Director
Considering the letter of nomination dated 20th March, 2024 received from Miba Sinter
Holding GmbH & Co KG to appoint Mr. Michael Hummelbrunner (DIN: 10483465) on the
Board of Sintercom in place of Mr. Satish Barve and in order to enable the Company to
comply with the provisions of Regulation 17 (1) (b) of SEBI Listing Regulations relating to
Board composition the board at its meeting held on 14th May, 2024 based on the
recommendation of the Nomination and Remuneration Committee approved the
appointment of Mr. Michael Hummelbrunner as a Non- Executive Non-Independent
Director of the company, liable to be retire by rotation. Approval of the members of the
Company for appointment of Mr. Michael Hummelbrunner was sought at the 17th Annual
General Meeting held on 12th August, 2024 and the results of the same were declared on
13th August, 2024 confirming his appointment by members.
⢠Resignation of Ms. Aakanksha Kelkar, Company Secretary & Compliance officer of the
company
Ms. Aakanksha Kelkar, resigned from the position of Company Secretary and Compliance
officer (Key Managerial Personnel) and internal auditor of the Company w.e.f. 12th June,
2024. The Board places on record its appreciation for the assistance provided by Ms.
Aakanksha Kelkar during her tenure as Company secretary of the Company.
⢠Director(s) retired by rotation and re-appointment
During the financial year 2025, at the Seventeenth (17th) Annual General Meeting held on
12th August, 2024 Mr. Hari Nair (DIN: 00471889), was re-appointed as Non-Executive & Non¬
Independent Director liable to retire by rotation.
⢠Appointment of Ms. Prathama Gugale, Company Secretary & Compliance officer of the
company
Ms. Prathama Gugale was appointed as the Company Secretary and Compliance Officer
of your company w.e.f 07th September, 2024. in accordance with the provisions of Section
203 of the Companies Act, 2013 (âthe Act") read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. As per regulation 6 (1A) of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("LODR") vacancy in the office of the Compliance Officer is filled by your
company within the stipulated time limit of not later than three months from the date of
vacancy.
⢠Resignation of Mr. Madan Godse, Non- Executive Independent Director
During the year under review Mr. Madan Godse (DIN: 06987767) from the position of Non¬
Executive Independent Director of your Company w.e.f. 13th November, 2024 due to
personal reasons and there are no other material reasons for his resignation. Accordingly,
he ceased to be a Chairperson/member of various Board Committee(s). The Board places
on record its appreciation for the contribution and guidance provided by Mr. Madan Godse
during his tenure as Director of your Company.
⢠Appointment of Mr. Partha Pati, Non- Executive Independent Director
In order to enable the Company to comply with the provisions of Regulation 17 (1) (b) of SEBI
Listing Regulations relating to Board composition and strengthen the Board''s
performance and effectiveness by inclusion of Board members having diverse range of
skills and expertise, the Board at its meeting held on 04th February, 2025 based on the
recommendation of the Nomination and Remuneration Committee, approved the
appointment of Mr. Partha Pati (DIN: 10936689) as a Non-Executive Independent Director
of the Company , not liable to retire by rotation, for a term of 5 (five) consecutive years.
Appointment of Mr. Partha Pati was regularized by resolution passed by the shareholders
via postal ballot. The Postal Ballot was held from 20th February, 2025 to 21st March, 2025
and the results of the same were declared on 24th March, 2025 confirming his appointment
by the members.
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013
1/3rd of the Directors are liable to retire by rotation and if eligible, offer themselves for
reappointment. In the ensuing Annual General Meeting Mr. Michael Hummelbrunner (DIN:
10483465), Director of the Company is liable to retire by rotation and being eligible offers
himself for re-appointment.
The approval of the Members for the re-appointment of Mr. Michael Hummelbrunner has
been sought in the Notice convening the 18th (Eighteenth) Annual General Meeting of your
Company scheduled to be held on 24th September 2025.
Particulars in pursuance of Regulation 36 of Listing Regulations read with Secretarial
Standard-2 on General Meetings relating to Mr. Michael Hummelbrunner are given in the
Notice convening the AGM.
None of the Directors is disqualified from being appointed as or for holding office as
Director, as stipulated under Section 164 of the Act.
INDEPENDENT DIRECTORS
Mr. Dara Kalyaniwala (03311200), Mr. Partha Pati (DIN: 10936689) and Ms. Revati Purohit
(08765890) are Non- Executive Independent Directors of your company.
Ms. Madan Godse (06987767) resigned from the position of Non-Executive Independent
Director on 13th November, 2025 due to personal reasons and there are no other material
reasons for his resignation.
All Independent Directors have given declaration that:
a) They meet the criteria for independence as laid down under Section 149 (6) of the Act
read with 16(1)(b) of the Listing Regulations.
b) In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence.
c) The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.
d) They have complied with the requirement of inclusion of their name in the data bank
maintained by Indian Institute of Corporate Affairs as envisaged under Companies
(Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, as
applicable and they hold valid registration certificate with Data Bank of Independent
Directors.
None of the Independent Directors serve as an Independent Director in more than the
maximum permissible number of directorships and have not crossed the maximum tenure of
Independent Director. The Board confirms that all the independent directors are proficient and
performing their duties with integrity.
In the opinion of the Board, the Independent Directors fulfil the conditions specified in the
Listing Regulations and are Independent of the Management, and possess requisite
qualifications, experience, proficiency, expertise, and they hold highest standards of integrity.
Further there has been no change in the circumstances affecting their status as Independent
Directors of your Company.
The terms and conditions of appointment of the Independent Directors are posted on
Company''s website at https://sintercom.co.in/wp-content/uploads/2022/02/Terms-and
conditions-for-appointment-as-an Independent-Director-of-Sintercom-IndiaLimited.pdf .
Pursuant to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules
and other applicable provisions of the Companies Act, 2013, the designated Key Managerial
Personnel (KMP) of your Company as on 31st March, 2025 and as on date of this Report are as
follows:
|
Name of KMP |
Category and Designation |
|
Mr. Jignesh Raval |
Managing Director |
|
Mr. Pankaj Bhatawadekar* |
Chief Financial Officer & Chief Operating Officer |
|
Ms. Prathama Gugale** |
Company Secretary & Compliance Officer |
During the year under review Ms. Aakanksha Kelkar Company Secretary & Compliance Officer
of your company resigned from the position of Company Secretary and Compliance officer
due to personal reason w.e.f. 12th June, 2024.
*During the year under review, Mr. Pankaj Bhatawadekar, the Chief Financial Officer of the
Company, was entrusted with the additional responsibility of Chief Operating Officer, effective
from 14th May 2025.
**Due to vacancy in the office of Compliance Officer Board of Director of your company on the
recommendation of Nomination and Remuneration Committee appointed Ms. Prathama
Gugale, as the Company Secretary and Compliance Officer of your company w.e.f 07th
September, 2024. As per regulation 6 (1A) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") vacancy in the office of
the Compliance Officer is filled by your company within the stipulated time limit of not later
than three months from the date of vacancy.
Please refer to the Annexure IX of this Report for compliance with the Code of Conduct of Board
of Directors and Senior Management of the Company.
The Board meets at regular intervals to discuss and decide on Company/business policy and
strategy apart from other items of business. The Board exhibits strong operational oversight
with regular presentations by business heads to the Board. The Board and committee
meetings are prescheduled, and a tentative annual calendar of Board and committee
meetings is circulated to the directors well in advance to help them plan their schedule and to
ensure meaningful participation at the meetings.
Total 7 (Seven) Board Meetings were held during the financial year 2024-25. The intervening
gap between the two Board meetings was within the period prescribed under the Companies
Act, 2013, the SEBI Listing Regulation, Secretarial Standard-1 and as per the Circulars issued by
the Ministry of Corporate Affairs and SEBI.
During the year under review, the Board has accepted the recommendations of the Audit
Committee. The details of meetings of the Board of Directors are provided in the Report on
Corporate Governance that forms integral part of this Annual Report.
The Committees of the Board focus on certain specific areas and make informed decisions in
line with the delegated authority.
As required under the Act and the Listing Regulations, the Company has constituted the
following statutory committees:
⢠Audit Committee
⢠Nomination & Remuneration Committee
⢠Stakeholder Relationship Committee
⢠Corporate Social Responsibility Committee
Details of composition, terms of reference and number of meetings held in Financial Year
2024-25 for the aforementioned committees are given in the Report on Corporate Governance,
which forms a part of this Report. Further, during the year under review, all recommendations
made by the various committees have been considered and accepted by the Board.
The Independent Directors are kept informed of your Company''s business activities in all
areas. During the financial year ended 31st March, 2025 the Independent Directors held a
separate meeting on 10th February, 2025 in Compliance with the requirement of Schedule IV of
the Companies Act, 2013 and Regulation 25 (3) of the SEBI (Listing Obligations & Disclosure
Requirements). The said meeting was attended by all the Independent Directors in which the
Independent Directors reviewed the performance of (i) non- Independent Directors, (ii) the
Board as a whole and (iii) Chairperson of your Company for the year under review.
They also assessed the quality, quantity and timeliness of flow of information between your
Company''s Management and the Board that are necessary for the Directors to effectively and
reasonably perform their duties. Independent Directors expressed their satisfaction on the
working of your Company, Board deliberation and contribution of the Chairperson and other
Directors in the growth of your Company. All the Independent Director were present at the
Meeting.
Pursuant to the provisions of the Act and Listing Regulations, the Nomination & Remuneration
Committee has set up a formal mechanism to evaluate the performance of the Board of
Directors as well as that of the Committee''s and individual Directors, including Chairperson of
the Board, Key Managerial Personnel/ Senior Management, etc.
The Board has carried out an annual performance evaluation of its own performance, the
performance of Independent Directors and other Directors individually, as well as the
evaluation of the working of its Committees for the Financial Year 2024-25. The exercise was
carried out through an evaluation process covering aspects such as the composition of the
Board, experience competencies, government issues, attendances, specific duties, etc.
The performance of each of the non-independent directors (including the chairperson) was
also evaluated by the independent directors at the separate meeting held by the Independent
Directors of the Company.
Your Company has adopted the familiarization program for independent Directors in
compliance of the Regulation 25(7) of the Listing Regulations, The Company regularly provides
orientation and business overview to its directors by way of detailed presentations by the
various business and functional heads at Board meetings and through other interactive
programs. Such meetings/programs include briefings on the domestic and global business of
the Company. Besides this, the Directors are regularly updated about Company''s new
projects, R&D initiatives, changes in the regulatory environment and strategic direction.
Periodic presentations were made at the Board and its Committee Meetings, on business and
performance updates of your Company, the global business environment, business strategy
and various risks involved.
The Board members are also provided relevant documents, reports and internal policies to
facilitate familiarization with the Company''s procedures and practices, from time to time.
The details of programmes for familiarization for Independent Directors are posted on the
website of the Company and can be accessed at https://sintercom.co.in/wp-content/
uploads/2022/06/Details-of-Familiasation-program.pdf .
The Board of Directors have submitted a notice of interest in Form MBP 1 under Section 184(1) as
well as intimation by directors in Form DIR 8 under Section 164(2) and declaration as to the
compliance with the Code of Conduct of the Company.
Your Company has established a vigil mechanism through a ''Whistle Blower Policy'' within your
Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of
the SEBI Listing Regulations to provide a formal mechanism to the Directors and employees to
report their concerns about unethical behavior, actual or suspected fraud or violation of the
Company''s Code of Conduct or ethics policy.
The policy of such mechanism which has been circulated to all employees within your
Company, provides a framework to the employees for guided & proper utilization of the
mechanism. Under the said Policy, provisions have been made to safeguard persons who use
this mechanism from victimization. The Policy also provides access to the Chairman of the
Audit Committee by any person under certain circumstances. The Whistle Blower Policy is
available on your Company''s website.
It is affirmed that no personnel of the Company have been denied access to the Audit
Committee.
The Whistle Blower Policy is disclosed on website of your Company and can be accessed
through https://sintercom.co.in/wp-content/uploads/2022/02/Whistleblower-Policy.pdf.
The Company''s Policy on directors'' appointment and remuneration and other matters
provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and
in the Report on Corporate Governance, which is a integral part of this Report.
The objectives and key features of this Policy are:
(a) Formulation of the criteria for determining qualifications, positive attributes of
directors, Key Managerial Personnel (KMP) and also independence of independent
directors
(b) Aligning the remuneration of directors and KMPs with the Company''s financial
position, remuneration paid by its industry peers, etc.
(c) Performance evaluation of the board, its committees and directors including
independent directors
(d) Ensuring board diversity
(e) Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down
(f) Directors'' induction and continued training.
The Nomination & Remuneration Policy is available website of your Company and can be
accessed through https://sintercom.co.in/wp-content/uploads/2022/02/REMUNERATION-
POLICY.pdf.
During the year under review, there has been no change to the remuneration policy.
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015 (âPIT
Regulations"), as amended from time to time, the code of conduct for prevention of insider
trading and the code for corporate disclosures (âCode"), as approved by the Board from time to
time, are in force at the Company. The objective of this Code is to protect the interest of
shareholders at large, to prevent misuse of any price-sensitive information, and to prevent any
insider trading activity by dealing in shares of the Company by its Directors, designated
employees, connected persons, and other employees. The Company also adopts the concept
of Trading Window Closure, to prevent its Directors, Officers, designated employees,
connected persons and other employees from trading in the shares of the company at the time
when unpublished price sensitive information is available.
In compliance with regulation 3(5) and 3(6) of the PIT Regulations, the Company has
implemented software for tracking the sharing of Unpublished Price Sensitive Information
("UPSI") among the designated persons and insiders of the Company.
The Policy is available on the website of the Company https://sintercom.co.in/
corporatepolicies/
The Board has also laid down a Code of Conduct for Independent Directors pursuant to
Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for
appointment of Independent Directors, which is a guide to professional conduct for
Independent Directors and has been uploaded on the website of the Company at following web
link:
https://sintercom.co.in/wp-content/uploads/2ssss022/02/Code-of-conduct-for-board-
members-and-senior-management-personnel.pdf
Disclosure pertaining to remuneration and other details as required under Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended from time to time, is annexed to the Report as "Annexure V".
A statement containing particulars of top 10 employees and particulars of employees as
required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a
separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act,
the Report and Accounts are being sent to the Shareholders, excluding the aforesaid
Annexure. The said Statement is also open for inspection. Any member interested in obtaining
a copy of the same may write to the Company Secretary at [email protected]. None of
the employees listed in the said Annexure are related to any Director of the Company. It shall
also be kept open for inspection by any member at the registered office of the Company during
business hours.
During the financial year 2024-2025, no employee, whether employed for whole or part of the
year, was drawing remuneration in excess of the limits mentioned under Section 197(12) of the
Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Our Risk Management Framework, refined over the years, provides a structured approach to
identifying, assessing, and mitigating risks. It integrates both bottom-up and top down
perspectives for a balanced evaluation.
Sintercom recognizes navigating emerging technologies and an evolving business landscape
involves inherent risks. By emphasizing robust risk management, we establish strong internal
processes to address unforeseen challenges systematically. This proactive approach
enhances performance and operational efficiency and reinforces our resilience, instilling
confidence amongst customers and shareholders.
The risk management framework prioritises proactively assessing risks and opportunities,
enabling informed decision-making and fostering sustainable growth
The oversight of risk management is conducted through a multi-level governance structure
comprising:
⢠The Board of Directors,
⢠Heads of functions and
⢠The process owners
During the regular management meetings at all management levels, opportunities, risks and
optimization measures are reviewed in detail. Any exceptional situations having potential risks
are identified and treated at the early stage to minimize their impact on financial and income
positions.
The Company has not accepted any deposits under the provisions of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended
from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v)
& (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the
Act is not required to be given.
As on 31st March, 2025 the Company has an outstanding unsecured loan including interest
thereon of Rs. 71.94 mn from Mr. Jignesh Raval, Managing Director and he has given declaration
that the amount is not being given out of funds acquired by him by borrowing or accepting
loans or deposits from others. This borrowing is exempted deposit as per Rule 2 (c) (viii)
Companies (Acceptance of Deposits) Rules, 2014.
There is constant focus at all level in the organization to conserve energy and use it
efficiently. This is also key to financial success, as energy is one of the important cost
elements of conversion cost. Your Company has been implementing short- and long¬
term actions to improve the energy efficiency as its commitment towards minimizing
the effects of factors of climate change. It has grounded mechanism to excel in this
area. Regular review is conducted for evaluating the progress and effectiveness of
various ongoing initiatives to reduce the energy consumption.
Energizing Low Carbon, Sustainable Operations
⢠The Company has tied up with M/s RMK Infrastructure, Pune, Maharashtra and has
successfully commissioned captive solar power projects in Village Mangrul, Tal
Maval, Pune with plant capacity of 1 MW power generation. This project is
generating around 2 million kWh of electricity per year helping to reduce
Sintercom''s carbon footprint by approx. 1900 tonnes of CO2 emission per year.
⢠Your Company has started converting one time used carton boxes into returnable
boxes. This will help reduction of carton box and returnable PP boxes can be used
for multiple time.
⢠Your Company has made rainwater storage pond, to hold water upto Rs. 1.80 lacs
litre.
B. Technology Absorption
The Company has existing Joint Venture agreement with M/s MIBA Sinter Holding
Gmbh & Co KG, Austria. The Company has also entered into technology transfer
agreements with MIBA Austria. Under these agreements, MIBA has transferred
technology for development of high strength sinter hardened Synchro hub, Cam to
Cam gears and Cam to Cam Backlash Gears. The plant has been designed to suit the
said technology. The products produced by using these technologies have demand in
the Indian market. The Company frequently runs inhouse training programs for
product improvement, cost reduction, product development or import substitutions.
The Company also takes help of external consultants whenever required on these
aspects. During the year under review, the Company incurred an amount of around Rs.
40 mn on research and development on new technologies for a sustainable future.
C. Foreign Exchange Earnings & Outgo:
Foreign exchange earned in terms of actual inflows during the year and the foreign
exchange outgo during the year in terms of actual outflows.
|
Particulars |
2024-2025 |
2023-2024 |
|
Foreign Exchange Earnings in terms |
13,759 |
59 |
|
of actual inflows |
||
|
Foreign Exchange Outgo in terms |
62,451 |
237 |
|
of actual outflows |
||
|
CIF Value of Imports |
108,664 |
39,994 |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The report as per Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 is attached as Annexure VI.
Policy is available on company''s website: https://sintercom.co.in/wp-content/uploads/
2022/02/CSR-Policy.pdf.
The Members of the Company have approved the appointment of Patki & Soman, Chartered
Accountants [ICAI Firm Registration Number: 107830W], as the Statutory Auditors of the
Company to hold office for a period of five years i.e., from the conclusion of the 15th AGM held on
23 rd September, 2022 until the conclusion of the 20th Annual General Meeting of the Company.
Your Company''s Audited Financial Statements have been prepared in accordance with Ind AS
notified under Section 133 of the Act.
The report of the Statutory Auditors on the Audited Financial Statements for the financial year
ended 31st March, 2025 is annexed and forms an integral part of this report and does not
contain any qualifications, reservations, adverse remarks, disclaimers requiring any
comments by the Board of Directors.
Statutory Auditors of the Company have not reported any fraud for the year under review.
SECRETARIAL AUDITOR
Pursuant to Section 204 of Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kanj &
Co, LLP Practicing Company Secretary, Pune to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report in Form MR-3 issued by Secretarial Auditor for the
financial year ended on 31st March 2025 is annexed as Annexure - III and forms integral part of
this Report.
The Secretarial Auditor''s Report do not contain any qualifications, reservations, or adverse
remarks or disclaimer.
As per Regulation 24 A of SEBI (LODR) Regulation 2015, the Annual secretarial compliance
report Duly signed by Mr. Sunil Nanal, partner KANJ & Co. LLP, the same is available on
www.sintercom.co.in.
In accordance with the provision of Section 138 of the Companies Act, 2013 and Rules made
thereunder, your Company had appointed Ms. Aakanksha Kelkar* as the Internal Auditor of the
Company for Financial Year 2024-25 and takes her suggestions and recommendation to
improve and strengthen the internal control system.
*Ms. Aakanksha Kelkar had resigned from the position of Internal Auditor w.e.f 12th June, 2024
Due to vacancy in the office of Compliance Officer & Internal Auditor, the Board of Director of
your company on the recommendation of Nomination and Remuneration Committee
appointed Ms. Prathama Gugale, as the Company Secretary and Compliance Officer and
Internal Auditor of your company w.e.f 07th September 2024.
During the year under review, the statutory auditors or the secretarial auditors have not
reported any instances of fraud committed against your Company by its officers or employees
to the audit committee/ Board and/or Central Government, under Section 143 (12) of the Act,
and Rules framed thereunder, the details of which would need to be mentioned in the Board''s
report
During the financial year, your Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
Pursuant to the requirement of section 134(3) (c) of the Companies Act, 2013, the Directors
hereby state that:
a) in the preparation of the Annual Accounts for the year ending 31st March 2025, the
applicable Accounting Standards read with requirements set out under Schedule III to
the Act have been followed and there are no material departures from the same;
b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for the year ended on that date;
c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities.
d) The annual accounts have been prepared on a going concern basis.
e) They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively and
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Financial Statement has been prepared in accordance with accounting standards as issued
by the Institute of Chartered Accountants of India and as specified in Section 133 of the
Companies act, 2013 and the relevant rules thereof and in accordance with Regulation 33 of
SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. IND AS is applicable
to the Company. The estimates and judgments relating to the Financial Statements are made
on a prudent basis, so as to reflect in a true and fair manner, the form and substance of
transactions and reasonably present the Company''s financial position.
As required under Section 92(3) of the Act and the Rules made thereunder and amended from
time to Time, the Annual Return of your Company in prescribed Form MGT-7 is available on the
website of your Company at and can be accessed through https://sintercom.co.in/other-
compliances/
During the year under review, your Company has not entered into any transaction pertaining
to loans, guarantee or investment as per Section 186 of the Companies Act, 2013.
The Company has a robust process for approval of Related Party Transactions (RPT) and
dealing with the Related Parties. In line with the requirements of the Act and the Listing
Regulations, the Company has formulated a Policy on Materiality of Related Party Transaction
& Dealing with Related Party Transactions (RPT Policy) which is also available on the
Company''s website at https://sintercom.co.in/wp-content/uploads/2025/06/RPT-Policy.pdf.
The RPT Policy intends to ensure that proper reporting, approval and disclosure processes are
in place for all transactions between the Company and its related parties. The Board approved
amendment to the RPT Policy at its meeting on 12th May, 2025, based on the Audit Committee''s
recommendation. These changes were made to incorporate the amendments to the Listing
Regulations.
During the year under review, contract or arrangements entered into with related party as
defined under Section 2(76) of the Companies Act, 2013 by your Company were at arms'' length
basis and in the ordinary course of business. All Related Party Transaction and subsequent
material modifications are placed before the Audit Committee for its review and approval.
All RPT entered during the year were in ordinary course of the business and at arm''s length
basis. At the 17th Annual General Meeting, the Shareholders had approved entering into and/or
continuing with Material Related Party Transactions/ contracts/arrangements/ agreements
with MIBA SINTER AUSTRIA GmbH, a Related Party within the meaning of Section 2(76) of the
Act, and Regulation 2(1)(zb) of the Listing Regulations for purchase of Purchase of Hybrid
Damped Gear and Camshaft Gear, for a financial year 2024-25, individually and/ or in the
aggregate up to an amount not exceeding Rs. 220.50 mn in a financial year. For details of such
transactions entered into with MIBA SINTER AUSTRIA GmbH, in prescribed Form AOC-2, please
refer Annexure IV.
As per the SEBI Listing Regulations, if any Related Party Transactions (''RPTs'') exceeds Rs. 1,000
crore or 10% of the annual consolidated turnover as per the last audited financial statement
whichever is lower, would be considered as material and would require Members'' approval. In
this regard, during the year under review, the Company has taken necessary Members
approval. However, there were no material transactions of the Company with any of its related
parties.
Pursuant to the provisions of Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts)
Rules, 2014, particulars of the contracts or arrangements with related parties referred to in
section 188(1) in Form AOC-2 is annexed as ''Annexure IV
During Financial Year 2024-25, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company other than sitting fees, commission and
reimbursement of expenses, as applicable..
Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews
this policy periodically and also reviews and approves all related party transactions, to ensure
that the same are in line with the provisions of applicable law and the Related Party
Transactions Policy. The Policy as approved by the Board is uploaded on your Company
website and can be accessed through https://sintercom.co.in/wp-content/uploads
/2025/06/RPT-Policy.pdf
The Company has a proper and adequate system of internal controls. This ensures that all
transactions are authorized, recorded and reported correctly, and assets are safeguarded
and protected against loss from unauthorized use or disposition. In addition, there are
operational controls and fraud risk controls, covering the entire spectrum of internal financial
controls. An extensive program of internal audits and management reviews supplements the
process of internal financial control framework. Properly documented policies, guidelines and
procedures are laid down for this purpose. The internal financial control framework has been
designed to ensure that the financial and other records are reliable for preparing financial and
other statements and for maintaining accountability of assets. In addition, the Company has
identified and documented the risks and controls for each process that has a relationship to
the financial operations and reporting.
The Audit Committee assists the Board in discharging of its responsibility to oversee the
quality and integrity of the accounting, auditing and reporting practices of the Company and
its compliance with the legal and regulatory requirements. The Committee''s purpose is to
oversee the accounting and financial reporting statements, the appointment, independence,
performance and remuneration of the Statutory Auditors, the performance of Internal
Auditors of the Company.
As per the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 a committee called the Internal Complaints Committee
has been established to provide a mechanism to redress grievances pertaining to sexual
harassment at workplace and Gender Equality of working women.
During the year the Internal Complaints Committee of the company has not received any
complaint in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
The following is the summary of sexual harassment complaints received and disposed-off
during the Financial Year ended March 31, 2025.
|
Particulars |
No. of Complaints |
|
Number of complaints of sexual harassment received in the year; |
NIL |
|
Number of complaints disposed of during the financial year |
NIL |
|
Number of cases pending for more than ninety days |
NIL |
In accordance with the requirements under the Companies (Accounts) Rules and other
applicable provisions, the Company affirms its full compliance with the provisions of the
Maternity Benefit Act, 1961 and its subsequent amendments.
The Company is committed to fostering a supportive and inclusive work environment and
ensures that all eligible women employees are granted maternity benefits as per the Act. This
includes paid maternity leave, nursing breaks, and protection from dismissal during maternity
leave.
Further, the Company has taken adequate steps to create awareness among women
employees regarding their rights under the Act and has put in place internal mechanisms to
monitor and ensure continued compliance.
None of the directors of the Company are disqualified from being appointed as a Director and
the relevant certificate for the same from the Practicing Company Secretary in annexed as
Annexure VII.
Pursuant to Regulation 9 of SEBI (LODR), Regulations, 2015 the Company has maintained the
policy of preservation of documents as per Regulation 9 (a) & 9 (b) of SEBI (LODR), Regulations,
2015 and the same has been uploaded on the website of the Company on https:/
/sintercom.co.in/wp-content/uploads/2022/06/Preservation-And-ArchivalPolicy.pdf
There are no orders received by the Company from SEBI and NSE which would impact the
listing of the Company''s shares.
The provisions of section 148(1) of the Companies Act, 2013 and other applicable rules and
provisions do not apply to the company. Therefore, no cost record has been maintained by the
Company.
As on the date of this report, the credit ratings are as follows,
|
Type |
Rating |
|
Long Term Rating |
CRISIL BB /Stable (Rating Reaffirmed) |
|
Short Term Rating |
CRISIL A4 (Reaffirmed) |
During the year under review, the provision of Section 125(2) of Companies Act, 2013 does not
apply as the company was not required to transfer any amount to the Investor Education
Protection Fund (IEPF) established by Central Government of India.
There is no unpaid Dividend or Share Application Money pending to be refunded to the
investors and shareholders till 31st March 2025.
Your Company generally maintains insurance covering our inventories/ stock at such levels
that we believe to be appropriate. The insurance policy covers stock lying in the premises,
stock in transit and the stock which is in our custody and specified location/ person like
warehouse or vendors locations.
As per Regulation 25(10) of SEBI (LODR) Regulation, 2015 the company has Directors & officers''
insurance in place.
Your Company does not fall under top 1000 listed entities as per Market Capitalization. Hence,
the Business Responsibility & Sustainability Report for the financial year, as stipulated under
Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
is not enclosed to this Annual Report.
MUFG Intime India Private Limited
(Formerly known as Link intime India Pvt. Ltd.)
Block No. 202, 2nd Floor, Akshay Complex,
Near Ganesh Temple, Off Dhole Patil Road, Pune - 411001
Tel: 020 - 2616 1629 / 2616 0084 | Fax: 020 - 2616 3503
Email: [email protected] | Website: www.in.mpms.mufg.com
Your Directors are pleased to furnish the details which are required to be reported by your
Company in the Director''s Report pursuant to Section 134(3) (a) to (q) of the Act.
Your Directors state that no disclosure or reporting is required in respect of the following
matters as there were no transactions on these items, or these items are not applicable to your
Company:
1. No material changes or commitments, affecting the financial position of your
Company occurred between the end the financial year of your Company i.e., 31st
March, 2025 and the date of this Report.
2. No significant and material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company''s operations in future.
Further no application against your Company has been filed or is pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016), nor your Company has done any
one-time settlement with any Bank or Financial institutions.
3. Your Company does not have employee stock option scheme.
4. The Company has neither issued shares with differential voting rights as to dividend or
otherwise nor has granted any stock options or sweat equity to the employee of the
Company. As on 31st March, 2025, none of the Directors of the company hold
instruments convertible into equity shares of the Company.
5. Your Company has not resorted to any buy back of its Equity Shares during the year
under review.
6. The Company does not have any scheme of provision of money for the purchase of its
own shares by employees or by trustee for the benefit of employees.
7. The Company has not accepted any fixed deposits from the public falling under
Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
Thus, as on March 31, 2025, there were no deposits which were unpaid or unclaimed and
due for repayment, hence, there has been no default in repayment of deposits or
payment of interest thereon;
8. The Company has not raised any funds through qualified institutions placement as
per Regulation 32(7A) of the SEBI Listing Regulations;
9. The Company does not engage in commodity hedging activities;
ACKNOWLEDGEMENTS:
Your Directors would like to record their appreciation for the enormous personal efforts and
collective contribution of all employees to the Company''s performance. They would also like to
thank the Company''s customers, employee unions, shareholders, dealers, suppliers, bankers,
government agencies, and all stakeholders for their cooperation and support, and their
confidence in the management.
Chairperson
DIN: 00471889
Pune, May 12, 2025
Regd. Office: Gat No. 127, At Post Mangrul,
Tal-Maval, Talegaon Dabhade, Pune 410 507
Mar 31, 2024
Your Board of Director are pleased to present the 17th Annual Report of Sintercom India Limited ("Sintercom" or âCompany") together with the audited financial statements for the financial year ended on 31st March 2024. Further, in compliance with the Companies Act, 2013 the Company has made all requisite disclosures in the Board Report with the objective of accountability and transparency in its operations and to make you aware of the performance and future perspective.
The Financial performance of the Company during the financial year ended 31st March 2024 as compared to the previous financial year is summarized in the following table:
(Figures in ''000)
|
Particulars |
For the year ended on 31st March, 2024 |
For the year ended on 31st March, 2023 |
|
Total Revenue |
878,302 |
822,971 |
|
Profit before Interest and depreciation |
146,484 |
114,173 |
|
Finance Charges |
41,380 |
32,700 |
|
Depreciation and amortization expense |
86,401 |
78,881 |
|
Profit / (loss) before Taxation (PBT) |
18,703 |
2,591 |
|
Tax adjustments |
(7,155) |
(2,672) |
|
Balance of (Loss)/Profit brought forward |
11,548 |
(81) |
|
Total other comprehensive income |
354 |
683 |
|
Balance available for appropriation |
11,901 |
601 |
|
Proposed Dividend on Equity Shares |
- |
- |
|
Tax on proposed Dividend |
- |
- |
|
Transfer to General Reserve |
- |
- |
|
Amount carried to Balance Sheet |
11,901 |
601 |
In the year passed by, your Company showed a resilient performance quarter over quarter. For each quarter passed by, Company registered a consistent margin improvement and steady growth in sales. Overall, Company has delivered growth of about 6% in line to the overall auto industry.
Your Company recorded net sales of Rs. 877 mn in FY 2023 24, against Rs. 822 mn in the previous year, registering a 6.7 per cent year-on-year growth. Sales growth was driven by an uptick in volumes from our major customers. Your Company has delivered a robust
growth in profits. Earnings before interest, depreciation, and tax expenses (EBITDA) grew to Rs. 146.48 mn from Rs. 114.17 mn, and EBITDA margin increased to 16.7 per cent in FY 202324 from 13.9 per cent in FY 2022-23. The profit before tax for the year was Rs. 18.70 mn compared with Rs. 2.59 mn in the previous year. The cost optimization initiatives and other VAVE initiates yielded results, thereby supporting increase in profits. Furthermore, logistics costs and supply chain disruptions, which impacted performance in the previous year, were under control in the current year.
Your Company maintained a robust partnership with all OEMs by consistently delivering high-quality products and offering superior service support. Our goal for the OEM accounts is to maintain our strong position, which drives significant business volume and ensures that customers start their journey with our technology driven products, paving the way to secure future business.
The Indian automobile industry has historically been a good indicator of how well the economy is doing, as the automobile sector plays a key role in both macroeconomic expansion and technological advancement.
India enjoys a strong position in the global heavy vehicles market as it is the largest tractor producer, second-largest bus manufacturer, and third-largest heavy truck manufacturer in the world. India''s automobile sector is split into four segments, i.e., two-wheelers, three-wheelers, passenger vehicles, and commercial vehicles, each having a few market leaders. Two-wheelers and passenger vehicles dominate the domestic demand. The two-wheelers segment dominates the market in terms of volume, owing to a growing middle class and a huge percentage of India''s population being young. Moreover, the growing interest of companies in exploring the rural markets further aided the growth of the sector. The rising logistics and passenger transportation industries are driving up demand for commercial vehicles. Future market growth is anticipated to be fueled by new trends including the electrification of vehicles, particularly three-wheelers and small passenger automobiles.
India has ample growth potential for the automobile industry considering that the car ownership in India lags significantly behind developed regions like the US, China, and Europe, where 80-90% of the population owns a car, compared to only around 8% in India. With a projected growth from 3.99 million units in 2023 to 6.38 million units by 2030 at a CAGR of 6.94%, India''s automotive industry is accelerating towards a vibrant future. Delve into the dynamics, segments, regional insights, and competitive landscape shaping this dynamic market.
According to the Society of Indian Automobile Manufacturers (SIAM), overall automotive production grew by 8.8% and domestic sales grew by 11.4% in the FY 2023-24. Passenger vehicle production was closer to the 5 million units for the first time. Two-wheeler sales in the domestic market have also picked up and increased by 13.3% year-on-year. However, exports declined compared to the previous year due to lower demand from developed markets and high channel inventory. Positive consumer sentiments, rising aspirational middle class, and launch of new vehicles drove passenger vehicle sales, especially compact SUVs. Similarly, increased business activity and infrastructure development supported commercial vehicle sales, while an increase in rural income levels powered sales of two and three-wheelers. These evolving industry dynamics created a positive demand environment for our products with the OEMs and in the replacement market.
India has become the fastest-growing economy in the world in recent years. This fast growth, coupled with rising incomes, a boost in infrastructure spending and increased manufacturing incentives, has accelerated the automobile industry. The two-wheeler segment dominated the automobile industry because of the Indian middle class, with automobile sales standing at 23.85 million units in FY24.
Indian Auto Component Industry clocks highest-ever turnover of $69.7 Bn, grows 33% in FY 2022-23. The growing presence of global automobile Original Equipment Manufacturers (OEMs) in the Indian auto components industry has significantly increased the localization of their components in the country. (source: https://www.investindia.gov.in/sector/auto-components)
India''s auto component industry is an important sector driving macroeconomic growth and employment. The industry comprises players of all sizes, from large corporations to micro entities, spread across clusters throughout the country. The auto components industry accounted for ~ 2.3% of India''s GDP and provided direct employment to more than 1.5 million people. By 2026, the automobile component sector will contribute 5-7% of India''s GDP. The Automotive Mission Plan (2016-26) projects to provide direct incremental employment to 3.2 million by 2026.The automobile component industry turnover stood at Rs. 5.6 lakh crore (US$ 69.7 billion) between April 2022-March 2023. The industry had revenue growth of 23% as compared to 2018-19. The auto components industry is expected to grow to US$ 200 billion by FY26. According to ICRA, Auto ancillaries'' revenue is estimated to increase by 8-10% in FY25.
The Company''s focus on quality, productivity and innovations has helped us deliver increased value to our customers. The Company is certified for IATF 16949: 2016 & ISO 14001: 2015 & ISO 45001: 2018 (Quality Management Systems).
During the year ended 31st March, 2024, there was no change in the issued, subscribed and paid-up share capital of your Company. The issued and paid-up capital as on 31 March, 2024 was 2,75,278,220 comprising of 2,75,27,822 equity shares of face value of Rs. 10/- each.
During the year under review there is no change in the nature of the business of your Company. The Management Discussion and Analysis, as required in terms of the Listing Regulations, is annexed and forms an integral part of this report.
The board has decided to retain the profits within the Company for future growth and hence no dividend is issued for the year ended March 31, 2024.
The Company has no subsidiary, joint venture or associate companies.
During the year under review, the company does not propose to transfer any amount to the reserves.
The Company is listed on National Stock Exchange of India Limited ("NSE"). The Company has paid the Annual Listing Fee for the financial year 2024-25.
The ISIN No. of the Company for equity is INE129Z01016.
11. Change in nature of business, if any, Details of significant orders passed by Regulators and Material Changes if any between the end of the financial year 31st March, 2024 of the Company and the date of the report:
As per the provisions of Rule 8 (5)(vii) of the Companies (Accounts) Rules, 2014 following material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which is not affecting the financial position of the Company.
⢠Mr. Satish Barve (DIN: 03575465) resigned from the post of Non-Executive NonIndependent Director of the Company along with all the Committees in which he was the Member with effect from 03rd April, 2024 due to his personal reason and there are no other material reasons for his resignation. The Board places on record its appreciation for the contribution and guidance provided by Mr. Satish Barve during his tenure as Director of the Company.
⢠Mr. Michael Hummelbrunner (DIN: 10483465) has been appointed as Additional NonExecutive And Non-Independent Director of the Company w.e.f. 14th May, 2024 as per the letter of nomination dated 20th March, 2024 received from Miba Sinter Holding GmbH & Co KG and and Appointment of Mr. Michael Hummelbrunner will be regularised by Shareholders approval which has been sought in the Notice convening the 17th AGM of your Company. Brief Profile of Mr. Michael Hummelbrunner is annexed to the Notice convening the 17th AGM
Pursuant to the provisions of Regulation 34 (2) & (3) read with Schedule V to the Listing Regulations, Management Discussion and Analysis Report, Report on Corporate Governance, and Auditor''s Certificate regarding compliance of conditions of Corporate Governance are annexed and form integral part of this Report.
⢠Ms. Madhavi Pandrangi (08841155) resigned from the position of Non-Executive Independent Director on 08th November, 2023 due to personal reasons and there are no other material reasons for her resignation.
⢠Ms. Anuja Joshi, resigned from the position of Company Secretary and Compliance officer (Key Managerial Personnel) and internal auditor of the Company w.e.f. 10th November, 2023.
⢠Mrs. Revati Purohit was appointed as Additional Director Non-Executive Independent Director on 01st February, 2024. As per regulation 17 (1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") appointment of Mrs. Revati Purohit was regularized by resolution passed by the shareholders via postal ballot. The Postal Ballot was held from 16th February, 2024 to 17th March, 2024 and the results of the same were declared on 19th March, 2024.
⢠Ms. Aakanksha Kelkar has been appointed as Company Secretary & Compliance officer of the company w.e.f. 01st February, 2024.
The Board of the Company comprises an optimum combination of executive and nonexecutive independent directors.
Pursuant to Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014, the details relating to
Directors key managerial personnel who were appointed / re-appointed or resigned /
retired are reported as under:
Ms. Madhavi Pandrangi (08841155) resigned from the position of Non-Executive Independent Director on 08th November, 2023 due to personal reasons and there are no other material reasons for her resignation. The Board places on record its appreciation for the contribution and guidance provided by Ms. Madhavi Pandrangi during her tenure as Director of the Company.
Ms. Anuja Joshi, resigned from the from the position of Company Secretary and Compliance officer (Key Managerial Personnel) and internal auditor of the Company w.e.f. 10th November, 2023. The Board places on record its appreciation for the assistance provided by Ms. Anuja Joshi during her tenure as Company secretary of the Company.
Considering the integrity experience, expertise, proficiency of Mrs. Revati Purohit (08765890) in areas such as audit, financial management, compliance management,
taxation, fund raising services, cost control and management services, and related functions and on the recommendation of the Nomination & Remuneration Committee, the Board in its meeting held on 01st February, 2024 appointed Mrs. Revati Purohit (08765890) as Additional Director Non-Executive Independent Director. As per regulation 17 (1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") appointment of Mrs. Revati Purohit was regularized by resolution passed by the shareholders via postal ballot. The Postal Ballot was held from 16th February, 2024 to 17th March, 2024 and the results of the same were declared on 19th March, 2024.
Ms. Aakanksha Kelkar was appointed as the Company Secretary and Compliance Officer and internal Auditor of your company w.e.f 01st February, 2024. As per regulation 6 (1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") vacancy in the office of the Compliance Officer is filled by your company within the stipulated time limit of not later than three months from the date of vacancy.
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 1/3rd of the Directors are liable to retire by rotation and if eligible, offer themselves for reappointment. In the ensuing Annual General Meeting Mr. Hari Nair, Director of the Company is liable to retire by rotation and being eligible offers himself for re-appointment.
The approval of the Members for the re-appointment of Mr. Hari Nair has been sought in the Notice convening the AGM of your Company.
Particulars in pursuance of Regulation 36 of Listing Regulations read with Secretarial Standard-2 on General Meetings relating to Mr. Hari Nair are given in the Notice convening the AGM.
None of the Directors is disqualified from being appointed as or for holding office as Director, as stipulated under Section 164 of the Act.
Mr. Dara Kalyaniwala (03311200), Mr. Madan Godse (06987767) and Mrs. Revati Purohit (08765890) are Non- Executive Independent Directors of your company.
Ms. Madhavi Pandrangi (08841155) resigned from the position of Non-Executive Independent Director on 08th November, 2023 due to personal reasons and there are no other material reasons for her resignation.
All Independent Directors have given declaration that:
They meet the criteria for independence as laid down under Section 149 (6) of the Act read with 16(1)(b) of the Listing Regulations.
In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
They have complied with the requirement of inclusion of their name in the data bank maintained by Indian Institute of Corporate Affairs as envisaged under Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, as applicable and they hold valid registration certificate with Data Bank of Independent Directors.
None of the Independent Directors serve as an Independent Director in more than the maximum permissible number of directorships and also have not crossed the maximum tenure of Independent Director. The Board confirms that all the Independent directors are proficient and performing their duties with integrity.
In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and are Independent of the Management, and possess requisite qualifications, experience, proficiency, expertise, and they hold highest standards of integrity.
Further there has been no change in the circumstances affecting their status as Independent Directors of your Company.
The terms and conditions of appointment of the Independent Directors are posted on Company''s website https://sintercom.co.in/wp-content/uploads/2022/02/Terms-and-conditions-for-appointment-as-an Independent-Director-of-Sintercom-India-Limited.pdf .
Pursuant to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules and other applicable provisions of the Companies Act, 2013, the designated Key Managerial Personnel (KMP) of your Company as on 31st March, 2024 and as on date of this Report are as follows:
|
Name of KMP |
Category and Designation |
|
Mr. Jignesh Raval |
Managing Director |
|
Mr. Pankaj Bhatawadekar |
Chief Financial Officer |
|
Ms. Aakanksha Kelkar* |
Company Secretary and Compliance Officer |
During the year under review Ms. Anuja Joshi Company Secretary & Compliance Officer of your company had resigned from the position of Company Secretary and Compliance officer due to her personal reason w.e.f. 10th November, 2023.
*Due to vacancy in the office of Compliance Officer Board of Director of your company on
the recommendation of Nomination and Remuneration Committee appointed Ms. Aakanksha Kelkar, as the Company Secretary and Compliance Officer of your company w.e.f 01st February, 2024. As per regulation 6 (1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") vacancy in the office of the Compliance Officer is filled by your company within the stipulated time limit of not later than three months from the date of vacancy.
Please refer to the Annexure X of this Report for compliance with the Code of Conduct of Board of Directors and Senior Management of the Company.
The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other items of business. The Board exhibits strong operational oversight with regular presentations by business heads to the Board. The Board and committee meetings are prescheduled, and a tentative annual calendar of Board and committee meetings is circulated to the directors well in advance to help them plan their schedule and to ensure meaningful participation at the meetings.
Total 5 (Five) Board Meetings were held during the financial year 2023-24 as required u/s 173 (1) of the Companies Act, 2013 and rules made thereunder. The intervening gap between the two Board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The details of meetings of the Board of Directors are provided in the Report on Corporate Governance that forms part of this Annual Report.
Presently, the Board has four (4) Committees i.e. Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee, and Corporate Social Responsibility Committee which have been established as a part of better corporate governance practices and is in compliance with the requirements of the relevant provisions of the applicable laws and statutes. The details of meetings of committees are provided in the Report on Corporate Governance that forms part of this Annual Report. During the year under review, the Board has accepted the recommendations of the Audit Committee from time to time.
The Audit Committee was constituted in compliance with the provision of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.
During the year under review, 4 (Four) Audit Committee meetings were held.
The details of meetings of the Audit Committee are provided in the Report on Corporate Governance that forms part of this Annual Report.
The Nomination and Remuneration Committee was constituted in compliance with the provision of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.
During the year under review, 1 (One) meeting of the Nomination and Remuneration Committee were held the details of which are provided in the Report on Corporate Governance that forms part of this Annual report.
The salient features of the policy of the Nomination & Remuneration Committee have been disclosed under Annexure VI.
The policy is available on https://sintercom.co.in/wp-content/uploads/2022/06/ Nomination-and-Remuneration-Policy.pdf
The Stakeholder Relationship Committee was constituted in compliance with the provision of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.
During the year under review, 1 (One) meeting of Stakeholder Relationship Committee was held the details of which are provided in the Report on Corporate Governance that forms part of the Annual report.
The Corporate Social Responsibility Committee was constituted in compliance with the provision of Section 135 of the Companies Act, 2013.
During the year under review, 1 (one) meeting of the Corporate Social Responsibility Committee meeting were held, the details of which are provided in the Report on Corporate Governance that forms part of the Annual report.
The Independent Directors are kept informed of your Company''s business activities in all areas. During the financial year ended 31st March, 2024 the Independent Directors held a separate meeting on 23rd March, 2024 in Compliance with the requirement of Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the SEBI (Listing Obligations & Disclosure Requirements). The said meeting was attended by all the Independent Directors in which the Independent Directors reviewed the performance of (i) non- Independent Directors, (ii) the Board as a whole and (iii) Chairperson of your Company for the year under review.
They also assessed the quality, quantity and Timeliness of flow of information between your Company''s Management and the Board that are necessary for the Directors to effectively and reasonably perform their duties. Independent Directors expressed their satisfaction on the working of your Company, Board deliberation and contribution of the Chairperson and other Directors in the growth of your Company.
Pursuant to the provisions of the Act and Listing Regulations, the Nomination & Remuneration Committee has set up a formal mechanism to evaluate the performance of the Board of Directors as well as that of the Committee''s and individual Directors, including Chairperson of the Board, Key Managerial Personnel/ Senior Management, etc.
The Board has carried out an annual performance evaluation of its own performance, the performance of Independent Directors and other Directors individually, as well as the evaluation of the working of its Committees for the Year 2024. The exercise was carried out through an evaluation process covering aspects such as the composition of the Board, experience competencies, government issues, attendances, specific duties, etc.
The performance of each of the non-independent directors (including the chairperson) was also evaluated by the independent directors at the separate meeting held by the Independent Directors of the Company.
Your Company has adopted the familiarization program for independent Directors in compliance of the Regulation 25(7) of the Listing Regulations, The Company regularly provides orientation and business overview to its directors by way of detailed presentations by the various business and functional heads at Board meetings and through other interactive programs. Such meetings/programs include briefings on the domestic and global business of the Company. Besides this, the Directors are regularly updated about Company''s new projects, R&D initiatives, changes in the regulatory environment and strategic direction.
Periodic presentations were made at the Board and its Committee Meetings, on business and performance updates of your Company, the global business environment, business strategy and various risks involved.
The Board members are also provided relevant documents, reports and internal policies to facilitate familiarization with the Company''s procedures and practices, from time to time.
The details of programmes for familiarization for Independent Directors are posted on the website of the Company and can be accessed at https://sintercom.co.in/wp-content/ uploads/2022/06/Details-of-Familisation-program.pdf
The Board of Directors have submitted a notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declaration as to the compliance with the Code of Conduct of the Company.
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015 (âPIT Regulations"), as amended from time to time, the code of conduct for prevention of
insider trading and the code for corporate disclosures (âCode"), as approved by the Board from time to time, are in force at the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price-sensitive information, and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees, connected persons, and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees, connected persons and other employees from trading in the shares of the company at the time when unpublished price sensitive information is available.
In compliance with regulation 3(5) and 3(6) of the PIT Regulations, the Company has implemented software for tracking the sharing of Unpublished Price Sensitive Information ("UPSI") among the designated persons and insiders of the Company.
The Policy is available on the website of the Company https://sintercom.co.in/corporate-policies/
The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. Certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance. For sake of brevity, the items covered in Board''s Report are not repeated in the Corporate Governance Report and vice versa
The Corporate Governance Report is annexed as Annexure II.
Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto as Annexure I and forms part of this Report. For sake of brevity, the items covered in Board''s Report are not repeated in the Management Discussion and Analysis Report and vice versa.
The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and has been uploaded on the website of the Company at following web link:
https://sintercom.co.in/wp-content/uploads/2ssss022/02/Code-of-conduct-for-board-
members-and-senior-management-personnel.pdf
Disclosures of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are provided as "Annexure V".
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and financial statements are being sent to Members and others entitled thereto, excluding the information on employees'' particulars which will be available for inspection in electronic mode up to the date of AGM. Members can inspect the same by sending an email to [email protected]
During the financial year 2023-2024, no employee, whether employed for whole or part of the year, was drawing remuneration in excess of the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Sintercom recognises the importance of identifying and managing risks effectively to ensure its business''s resilience and sustainable growth. Regular assessments of the risks inherent in our operations enable us to invest in initiatives to minimise their impact proactively. Risk management is a cornerstone of your Company''s strategy, underpinning the pursuit of long-term goals. Recognising the significance of identifying and leveraging business opportunities and market trends, we have established a comprehensive risk management framework. This framework prioritises proactively assessing risks and opportunities, enabling informed decision-making and fostering sustainable growth. Our comprehensive risk management framework adopts a balanced approach, integrating bottom-up and top-down perspectives. In response to the ever-evolving landscape of risks, risk identification and prioritisation are accomplished through continuous monitoring of the external business environment and internal risk factors, including emerging risk areas.
⢠The Board of Directors,
⢠Heads of functions and
⢠The process owners.
During the regular management meetings at all management levels, opportunities, risks and optimization measures are reviewed in detail. Any exceptional situations having potential risks are identified and treated at the early stage to minimize their impact on financial and income positions.
The Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.
As on 31st March, 2024 the Company has an outstanding unsecured loan including interest thereon of Rs. 49.59 mn from Mr. Jignesh Raval, Managing Director and he has given declaration that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others. This borrowing is exempted deposit as per Rule 2 (c) (viii) Companies (Acceptance of Deposits) Rules, 2014.
Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given herein below:
There is constant focus at all level in the organization to conserve energy and use it efficiently. This is also key to financial success, as energy is one of the important cost elements of conversion cost. Your Company has been implementing short- and longterm actions to improve the energy efficiency as its commitment towards minimizing the effects of factors of climate change. It has grounded mechanism to excel in this area. Regular review is conducted for evaluating the progress and effectiveness of various ongoing initiatives to reduce the energy consumption.
Energizing Low Carbon, Sustainable Operations
⢠The Company has tied up with M/s RMK Infrastructure, Pune, Maharashtra and has successfully commissioned captive solar power projects in Village Mangrul, Tal Maval, Pune with plant capacity of 1 MW power generation. This project is generating around 2 million kWh of electricity per year helping to reduce Sintercom''s carbon footprint by approx. 1900 tonnes of CO2 emission per year.
⢠Your Company has started converting one time used carton boxes into returnable boxes. This will help reduction of carton box and returnable PP boxes can be used for multiple time.
⢠Your Company has made rainwater storage pond, to hold water upto Rs. 1.80 lacs litre.
The Company has existing Joint Venture agreement with M/s MIBA Sinter Holding Gmbh & Co KG, Austria. The Company has also entered into technology transfer agreements with MIBA Austria. Under these agreements, MIBA has transferred
technology for development of high strength sinter hardened Synchro hub, Cam to Cam gears and Cam to Cam Backlash Gears. The plant has been designed to suit the said technology. The products produced by using these technologies have demand in the Indian market. The Company frequently runs inhouse training programs for product improvement, cost reduction, product development or import substitutions. The Company also takes help of external consultants whenever required on these aspects. During the year under review, the Company incurred an amount of Rs. 0.20 mn on research and development.
Foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows.
|
Particulars |
2023-2024 |
2022-2023 |
|
Foreign Exchange Earnings in terms |
59 |
49 |
|
of actual inflows |
||
|
Foreign Exchange Outgo in terms |
237 |
14,241 |
|
of actual outflows |
||
|
CIF Value of Imports |
39,994 |
42,578 |
The report as per Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure VII.
Policy is available on company''s website: https://sintercom.co.in/wp-content/uploads/ 2022/02/CSR-Policy.pdf
The Members of the Company have approved the appointment of M/s. Patki & Soman, Chartered Accountants [ICAI Firm Registration Number: 107830W], as the Statutory Auditors of the Company to hold office for a period of five years i.e., from the conclusion of the 15th AGM held on 23rd September, 2022 until the conclusion of the 20th Annual General Meeting of the Company.
Your Company''s Audited Financial Statements have been prepared in accordance with Ind AS notified under Section 133 of the Act.
The report of the Statutory Auditors on the Audited Financial Statements for the financial year ended 31st March, 2024 is annexed and forms an integral part of this report and does not contain any qualifications, reservations, adverse remarks, disclaimers requiring any comments by the Board of Directors.
Pursuant to Section 204 of Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kanj & Co, LLP Practicing Company Secretary, Pune to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 issued by Secretarial Auditor for the financial year ended on 31st March 2024 is enclosed to this Report as "Annexure III".
As per Regulation 24 A of SEBI (LODR) Regulation 2015, the Annual secretarial compliance report Duly signed by Mr. Sunil Nanal, partner KANJ & Co. LLP, the same is available on https://sintercom.co.in/
The Secretarial Audit Report contains qualification, and the Company has given its comments on the Secretarial Auditors qualified opinion, the details are mentioned hereunder.
During the financial year 2023-24, we do not have a transaction with a related party which shall be considered material as per the limits mentioned in sub regulation (1) of regulation 23 of SEBI (LODR) Regulation, 2015.
While providing the Annual Secretarial Compliance Certificate, the secretarial auditor compared a sum of [related party transactions approved by the audit committee and the actual transactions entered during the financial year] with the overall limit provided under sub regulation (1) of regulation 23 of SEBI (LODR) Regulation, 2015. Therefore, the said observation was mentioned in their report.
Factually, as explained above, the related party transactions to be entered in to individually or taken together with previous transactions during the financial 2023-24 were well within the limits provided in sub regulation (1) of regulation 23 of SEBI (LODR) Regulation, 2015. Hence there was no requirement of obtaining prior approval of the shareholders.
The Company will make the required disclosures in the Annual Report to be submitted for FY 23-24, as part of additional disclosures.
In accordance with the provision of Section 138 of the Companies Act, 2013 and Rules made thereunder, your Company had appointed Ms. Anuja Joshi* as the Internal Auditor of the Company for Financial Year 2023-24 and takes her suggestions and recommendation to improve and strengthen the internal control system.
*Ms. Anuja Joshi had resigned from the position of Internal Auditor w.e.f 10th November, 2023.
Due to vacancy in the office of Compliance Officer & Internal Auditor, the Board of Director of your company on the recommendation of Nomination and Remuneration Committee appointed Ms. Aakanksha Kelkar, as the Company Secretary and Compliance Officer and Internal Auditor of your company w.e.f 01st February, 2024.
During the year under review, the statutory auditors or the secretarial auditors have not
reported any instances of fraud committed against your Company by its officers or employees to the audit committee/ Board and/or Central Government, under Section 143 (12) of the Act, and Rules framed thereunder, the details of which would need to be mentioned in the Board''s report.
During the financial year, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Pursuant to the requirement of section 134(3) (c) of the Companies Act, 2013, the Directors hereby state that:
a. in the preparation of the Annual Accounts for the year ending 31st March 2024, the applicable Accounting Standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;
b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that date;
c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. The annual accounts have been prepared on a going concern basis.
e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and
f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Financial Statement has been prepared in accordance with accounting standards as issued by the Institute of Chartered Accountants of India and as specified in Section 133 of the Companies act, 2013 and the relevant rules thereof and in accordance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. IND AS is applicable to the Company. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s financial position.
There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors during the financial year under Section 143 (12) of the Companies Act, 2013.
As required under Section 92(3) of the Act and the Rules made thereunder and amended from time to Time, the Annual Return of your Company in prescribed Form MGT-7 is available on the website of your Company at https://sintercom.co.in/other-compliances/
The Company has not given any loan or guarantee or security or made investment under Section 186 of the Companies Act, 2013 during the financial year.
During the year under review, contract or arrangements entered into with related party as defined under Section 2(76) of the Companies Act, 2013 entered into by your Company during the year under review were at arms'' length basis and in the ordinary course of business. All Related Party Transaction are placed before the Audit Committee for its review and approval.
As per the SEBI Listing Regulations, if any Related Party Transactions (''RPTs'') exceeds '' 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members'' approval. In this regard, during the year under review, there were no material transactions of the Company with any of its related parties as per the Act.
During FY24, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable. Pursuant to SEBI Listing Regulations, the Resolution for seeking approval of the Members on material related party transactions is being placed at the AGM.
Details pursuant to the transactions in compliance of section 134(3) (h) of the Companies Act, 2013 and Rule 8 (2) of the Companies (Accounts) Rues, 2014 are annexed herewith in the prescribed Form AOC-2 -Annexure IV.
Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy periodically and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The Policy as approved by the Board is uploaded and can be viewed on your Company''s website https://sintercom.co.in/wp-content/uploads/2022/06/Materiality-Policy.pdf
The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. An extensive program of internal audits and management reviews
supplements the process of internal financial control framework. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal financial control framework has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. In addition, the Company has identified and documented the risks and controls for each process that has a relationship to the financial operations and reporting.
The Audit Committee assists the Board in discharging of its responsibility to oversee the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committee''s purpose is to oversee the accounting and financial reporting statements, the appointment, independence, performance and remuneration of the Statutory Auditors, the performance of Internal Auditors of the Company.
As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 a committee called the Internal Complaints Committee has been established to provide a mechanism to redress grievances pertaining to sexual harassment at workplace and Gender Equality of working women. During the year the Internal Complaints Committee of the company has not received any complaint in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
⢠Number of complaints filed during the financial year: NIL
⢠Number of complaints disposed of during the financial year: NIL
⢠Number of complaints pending as on end of the financial year: NIL
The Company has adopted a Vigil Mechanism Policy through a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.
The Whistle Blower Policy is disclosed on website of the Company https://sintercom.co.in/ wp-content/uploads/2022/02/Whistleblower-Policy.pdf
None of the directors of the Company are disqualified from being appointed as a Director and the relevant certificate for the same from the Practicing Company Secretary in annexed as Annexure VIII.
Pursuant to Regulation 9 of SEBI (LODR), Regulations, 2015 the Company has maintained the policy of preservation of documents as per Regulation 9 (a) & 9 (b) of SEBI (LODR), Regulations, 2015 and the same has been uploaded on the website of the Company on https://sintercom.co.in/wp-content/uploads/2022/06/Preservation-And-Archival-Policy.pdf
There were no significant and material orders issued against the Company by any regulating authority or court or tribunal that could affect the going concern status and Company''s operations in future.
There are no orders received by the Company from SEBI and NSE which would impact the listing of the Company''s shares.
The provisions of section 148(1) of the Companies Act, 2013 and other applicable rules and provisions do not apply to the company. Therefore, no cost record has been maintained by the Company.
As on the date of this report, the credit rating are as follows,
|
Type |
Rating |
|
Long Term Rating |
CRISIL BB /Stable (Rating Reaffirmed) |
|
Short Term Rating |
CRISIL A4 (Reaffirmed) |
During the year under review, the provision of Section 125(2) of Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.
There is no unpaid Dividend or Share Application Money pending to be refunded to the investors and shareholders till 31st March 2024.
Your Company generally maintains insurance covering our inventories/ stock at such levels that we believe to be appropriate. The insurance policy covers stock lying in the premises, stock in transit and the stock which is in our custody and specified location/ person like warehouse or vendors locations.
As per Regulation 25(10) of SEBI (LODR) Regulation, 2015 the company has Directors & officers'' insurance in place.
Your Company does not fall under top 1000 listed entities as per Market Capitalization. Hence, the Business Responsibility Report for the financial year, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not enclosed to this Annual Report.
Link Intime India Pvt. Ltd
Block No. 202, 2nd Floor, Akshay Complex,
Near Ganesh Temple, Off Dhole Patil Road,
Pune - 411001
Tel: 020 - 2616 1629 / 2616 0084 | Fax: 020 - 2616 3503
Email: [email protected] | Website: https://www.linkintime.co.in
Your Directors are pleased to furnish the details which are required to be reported by your Company in the Director''s Report pursuant to Section 134(3) (a) to (q) of the Act.
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:
⢠The Company has neither issued shares with differential voting rights as to dividend or otherwise nor has granted any stock options or sweat equity to the employee of the Company. As on 31st March, 2024, none of the Directors of the company hold instruments convertible into equity shares of the Company.
⢠The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustee for the benefit of employees.
⢠There was no change in the nature of business of your Company;
⢠The Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2024, there were no deposits which were unpaid or unclaimed and due for repayment, hence, there has been no default in repayment of deposits or payment of interest thereon;
⢠The Company has not issued any sweat equity shares;
⢠The Company has not raised any funds through qualified institutions placement as per Regulation 32(7A) of the SEBI Listing Regulations;
⢠The Company does not engage in commodity hedging activities;
⢠The Company has not made application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 and
⢠The Company has not made any one-time settlement for the loans taken from the Banks or Financial Institutions.
54. Acknowledgements:
Your Directors would like to record their appreciation for the enormous personal efforts and collective contribution of all employees to the Company''s performance. They would also like to thank the Company''s Clients, Customers and Shareholders of the Company for their trust and patronage, as well as to the Bankers, Securities and Exchange Board of India, National Stock Exchange, Government of India and other Regulatory Authorities for their continued co-operation, support and guidance.
FOR AND ON BEHALF OF THE BOARD For Sintercom India Limited
Hari Nair
Chairperson DIN: 00471889
Pune, May 14, 2024
Mar 31, 2023
The Board of Directors is pleased to present the 16th Annual Report of Sintercom India Limited ("Sintercomâ or "Companyâ) together with the audited financial statements for the financial year ended on 31st March 2023. Further, in compliance with the Companies Act, 2013 the Company has made all requisite disclosures in the Board Report with the objectives of accountability and transparency in its operations and to make you aware of the performance and future perspectives.
The financial performance of the Company during the financial year ended 31st March 2023 as compared to the previous financial year is summarized in the following table:
(Figures in ''000)
|
Particulars |
For the year ended |
For the year ended |
|
on 31st March, 2023 |
on 31st March, 2022 |
|
|
Net Revenue from Operations |
822,109 |
598,881 |
|
Earnings before Interest, tax and depreciation (EBITDA) |
114,173 |
54,047 |
|
Finance Charges |
32,700 |
28,840 |
|
Depreciation and amortization expense |
78,882 |
70,781 |
|
Profit / (loss) before Taxation (PBT) |
2,592 |
(45,574) |
|
Tax adjustments |
(2,673) |
7,165 |
|
Balance of (Loss)/Profit brought forward |
(81) |
(38,408) |
|
Total other comprehensive income |
683 |
663 |
|
Balance available for appropriation |
601 |
(37,746) |
|
Proposed Dividend on Equity Shares |
- |
- |
|
Tax on proposed Dividend |
- |
- |
|
Transfer to General Reserve |
- |
- |
|
Amount carried to Balance Sheet |
601 |
(37,746) |
2. Operational Performance of the Company:
The Company registered strong growth during the year despite the adverse macro-economic factors, moderate improvement in supply of semiconductors for the automotive sector and intermittent spikes in COVID infections globally. The Company registered revenue growth of ~37% during the ear as compared to the previous year March 31, 2022, significantly outperforming the market. This was achieved by focusing on product innovation, capacity expansion, systematic improvements across the organization including implementation of SAP ERP system, improving productivity and quality, and consistent on-time delivery to customers.
Innovative spirit and technological leadership are the essential foundations which the company will continue to go ahead with.
In the financial year 2022-23, your Company has recorded net sales of Rs. 822.11 million as against
Rs. 598.88 million in the previous year, i.e. an increase of 37.27% mainly driven by strong product portfolio, expanding customer base and continuous emphasis on product premiumization. For the financial year 2022-2023, the Company achieved profit before tax of Rs. 2.59 million as against the loss of Rs. 45.57 million for the previous financial year. The Company also registered a strong growth of 53% in the EBITDA margins during the year due to improved capacity utilizations and increased sales volumes and economies of scale.
The automotive industry in India is one of the main pillars of the economy. With strong backward and forward linkages, it is a key driver of growth. The automobile industry accounts for 7.1% of India''s GDP as compared to 2.77% about three decades ago. India is the world''s largest two-wheeler, threewheeler and heavy truck manufacturer. It is the world''s second-largest tractor and bus manufacturer and fourth largest car manufacturer.
It is also one of the most important drivers of the economic growth of India and one with high participation in global value chains. One of the reasons behind the growth of the automobile industry is the strong government support and its liberalization and conscious policy interventions over the past few years which has helped it carve a unique path among the manufacturing sectors in India.
The automobile industry plays an important role in the Indian economy in terms of contribution to 49% of India''s manufacturing GDP, revenue generation through its robust sales and generating various sources of employment for the development of the nation. It also supports the growth of other sectors through the acquisition of raw materials.
Indian Automotive Components Sector Overview:
India has become the fastest-growing economy in the world in recent years. This fast growth, coupled with rising incomes, boost in infrastructure spending and increased manufacturing incentives, has accelerated the automobile industry. The two-wheeler segment dominated the automobile industry because of the Indian middle class, with automobile sales standing at 19.44 million units in FY23. (Source: SIAM).
The growth in the automotive sector has led to the increasing emergence of more original equipment and auto components manufacturers. As a result, India developed expertise in automobiles and auto components, which helped boost international demand for Indian automobiles and auto components. The industry comprises players of all sizes, from large corporations to micro entities, spread across clusters throughout the country. The auto components industry accounted for 2.3% of India''s GDP and provided direct employment to 1.5 million people. By 2026, the automobile component sector will contribute 5-7% of India''s GDP and is expected to reach US$ 200 billion in revenue by 2026.
The Indian automobile sector recorded an inflow of huge investments from domestic and foreign manufacturers which is around 5.48% of the total FDI inflows in India during FY 2023. The Government of India''s Automotive Mission Plan (AMP) 2006-26 has been instrumental in ensuring growth for the sector. The government''s AMP 2016-26 will help the automotive industry grow and will benefit the economy by approximately additional ~65 million direct and indirect jobs, End-of-life policy will be implemented for old vehicles. The auto industry''s GDP contribution will rise to over 12%. by 2026 (source: https://www.ibef.org/industry/autocomponents-India)
The rapidly globalising world is creating newer opportunities for the transportation industry, especially while shifting towards electric, electronic and hybrid cars, which are deemed more efficient, safe and reliable modes of transportation. Over the next decade, this will lead to newer verticals and
opportunities for auto component manufacturers. In FY24, the sales of Passenger Vehicle and Commercial Vehicle segments in India are expected to register around 10% growth and the sales of Two-wheelers are expected to grow by around 5%.
4. Quality and Information Security:
The Company''s focus on quality, productivity and innovations has helped us deliver increased value to our customers. The Company is certified for IATF 16949: 2016 & ISO 14001: 2015 & ISO 45001: 2018 (Quality Management Systems)
In view of paucity of profits for the current financial year, your directors have decided not to recommend any dividend for the period under review.
6. Details of Subsidiaries, Joint Ventures (JV) or Associate Companies (AC):
The Company has no subsidiary, joint venture or associate companies.
7. Amounts proposed to be carried to any Reserves:
During the year under review, the company does not propose to transfer any amount to the reserves.
The Company is listed on National Stock Exchange of India Limited ("NSEâ). The Company has paid the Annual Listing Fee for the financial year 2023-24. The ISIN No. of the Company for equity is INE129Z01016.
9. Change in nature of business, if any, Details of significant orders passed by Regulators and Material Changes if any between the end of the financial year 31st March, 2023 of the Company and the date of the report:
As per the provisions of Rule 8 (5)(vii) of the Companies (Accounts) Rules, 2014 no material changes has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which is affecting the financial position of the Company.
10. Material events during the year under review:
⢠During the year, on 12th July, 2022 the Company has converted the second tranche of 987,500 Compulsory Convertible Debentures (CCD) into 987,500 equity shares which were allotted to Miba Sinter Holding GmbH & Co Kg (the promoter).
Details for change in the Paid-up capital of the Company during the financial year 2022-2023:
|
(Figures in ?000) |
|
|
Paid-up Capital as on 01st April, 2022 |
265,403 |
|
Increase - Conversion of Debentures (02nd Tranche) |
9,875 |
|
Paid-up Capital as on 31st March, 2023 |
275,278 |
⢠The shareholders of the Company approved the re-appointment of the following Directors in the Extra Ordinary General Meeting held on 10th November, 2022:
|
Name of the Director |
DIN |
Designation |
Term |
|
Mr. Jignesh Raval |
0159100 |
Managing Director |
Appointed for a period of 5 years w.e.f 1st January, 2023 |
|
Mr. Madan Godse |
06987767 |
Non-Executive Independent Director |
Appointed for a second term of 5 years w.e.f 29th November, 2022 |
⢠Upon conclusion of the second term of M/s Kirtane & Pandit LLP, Chartered Accountants who were appointed as the Statutory Auditors of the Company in the 11th AGM, the shareholders of the Company approved the appointment of M/s Patki & Soman, Chartered Accountants as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 15th AGM upto the conclusion of 20th AGM of the Company.
⢠Mr. Satish Barve was appointed as Additional Director Non-Executive Non-Independent Director on 10th February, 2023. As per regulation 17 (1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODRâ) appointment of Mr. Barve was regularized by ordinary resolution passed by the shareholders via postal ballot. The Postal Ballot was held from 15th March, 2023 to 13th April,2023 and the results of the same were declared on 15th April, 2023.
11. Directors and Key Managerial Personnel:
The Board of the Company comprises an optimum combination of executive and non-executive independent directors.
As on the date of this report, Board of Directors of the Company comprises of a total of six Directors. The Composition of the Board of Directors is as under:
|
Name of Director |
Category and Designation |
|
Mr. Hari Nair |
Chairperson & Non-Executive Non-Independent Director |
|
Mr. Jignesh Raval |
Managing Director |
|
Mr. Satish Barve* |
Non-Executive Non-Independent Director |
|
Mr. Madan Godse |
Non- Executive Independent Director |
|
Mr. Dara Kalyaniwala |
Non- Executive Independent Director |
|
Ms. Madhavi Pandrangi |
Non- Executive Independent Director |
Mr. Bernd Badurek resigned from the position of Non-Executive Director on 10th February, 2023 due to personal reasons.
*Mr. Satish Barve was appointed as Additional Director (Non-Executive Non-Independent) w.e.f. 10th February, 2023. He has completed graduation in mechanical engineering along with business management and Middle Management Course from Indian Institute of Management (IIM) Ahmedabad. He carries over 32 years of comprehensive experience in cross functional activities. He is presently working as Managing Director of Miba Drivetec Private Limited.
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 1/3rd of the Directors are liable to retire by rotation and if eligible, offer themselves for re-appointment. In the ensuing Annual General Meeting Mr. Hari Nair, Director of the Company is liable to retire by rotation and being eligible offers himself for re-appointment.
Pursuant to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules and other applicable provisions of the Companies Act, 2013, the designated Key Managerial Personnel (KMP) of the Company as on 31st March, 2023 and as on date of this Report are as follows:
|
Name of KMP |
Designation |
|
Mr. Jignesh Raval |
Managing Director |
|
Mr. Pankaj Bhatawadekar |
Chief Financial Officer |
|
Ms. Anuja Joshi |
Company Secretary and Compliance Officer |
12. Board Meetings & Committee Meetings:
The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other items of business. The Board exhibits strong operational oversight with regular presentations by business heads to the Board. The Board and committee meetings are prescheduled, and a tentative annual calendar of Board and committee meetings is circulated to the directors well in advance to help them plan their schedule and to ensure meaningful participation at the meetings.
Total 6 (six) Board Meetings were held during the financial year 2022-23 as required u/s 173 (1) of the Companies Act, 2013 and rules made thereunder. The intervening gap between the two Board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The details of meetings of the Board of Directors are provided in the Report on Corporate Governance that forms part of this Annual Report.
Presently, the Board has four (4) Committees i.e. Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee, and Corporate Social Responsibility Committee which have been established as a part of better corporate governance practices and is in compliance with the requirements of the relevant provisions of the applicable laws and statutes. The details of meetings of committees are provided in the Report on Corporate Governance that forms part of this Annual Report.
The Audit Committee was constituted in compliance with the provision of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.
During the year under review, 5 (Five) Audit Committee meetings were held.
The details of meetings of the Audit Committee are provided in the Report on Corporate Governance that forms part of this Annual Report.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee was constituted in compliance with the provision of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.
During the year under review, 3 (Three) meetings of the Nomination and Remuneration Committee were held the details of which are provided in the Report on Corporate Governance that forms part of this Annual report.
The salient features of the policy of the Nomination & Remuneration Committee have been disclosed under Annexure VI.
The policy is available on https://sintercom.co.in/wp-content/uploads/2022/06/Nomination-and-Remuneration-Policy.pdf
Stakeholder Relationship Committee:
The Stakeholder Relationship Committee was constituted in compliance with the provision of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.
During the year under review, 1 (One) meeting of Stakeholder Relationship Committee was held the details of which are provided in the Report on Corporate Governance that forms part of the Annual report.
Corporate Social Responsibility Committee:
The Corporate Social Responsibility Committee was constituted in compliance with the provision of Section 135 of the Companies Act, 2013.
During the year under review, 1 (one) meetings of the Corporate Social Responsibility Committee meeting were held, the details of which are provided in the Report on Corporate Governance that forms part of the Annual report.
Meeting of Independent Directors:
Additionally, during the financial year ended 31st March, 2023 the Independent Directors held a separate meeting on 22nd March, 2023 in Compliance with the requirement of Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the SEBI (Listing Obligations & Disclosure Requirements). The said meeting was attended by all the Independent Directors.
13. Evaluation of Board of Directors, Committees, and Individual Director:
The Nomination & Remuneration Committee has set up a formal mechanism to evaluate the performance of the Board of Directors as well as that of the Committee''s and individual Directors, including Chairperson of the Board, Key Managerial Personnel/ Senior Management, etc. The exercise was carried out through an evaluation process covering aspects such as the composition of the Board, experience competencies, government issues, attendances, specific duties, etc.
The performance of each of the non-independent directors (including the chairperson) was also evaluated by the independent directors at the separate meeting held by the Independent Directors of the Company.
14. Familiarisation Programme:
The Company regularly provides orientation and business overview to its directors by way of detailed presentations by the various business and functional heads at Board meetings and through other interactive programs. Such meetings/programs include briefings on the domestic and global business of the Company. Besides this, the Directors are regularly updated about Company''s new projects, R&D initiatives, changes in the regulatory environment and strategic direction.
The Board members are also provided relevant documents, reports and internal policies to facilitate familiarization with the Company''s procedures and practices, from time to time.
The details of programmes for familiarisation for Independent Directors are posted on the website of the Company and can be accessed at
https://sintercom.co.in/wp-content/uploads/2022/06/Details-of-Familisation-program.pdf
The Board of Directors have submitted a notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declaration as to the compliance with the Code of Conduct of the Company.
16. Declaration from Independent Directors:
During the year under review, all Independent Directors have given declaration that they meet the
criteria of independence as laid down under Section 149 of the Companies Act, 2013 and that the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Regulation 16 & 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, the Company has received confirmation from Mr. Madan Godse, Mr. Dara Kalyaniwala, and Ms. Madhavi Pandrangi, Independent Directors that they have registered their name in the Independent Director''s Database.
None of the Independent Directors serve as an Independent Director in more than the maximum permissible number of directorships and also have not crossed the maximum tenure of Independent Director. The Board confirms that all the Independent directors are proficient and performing their duties with integrity.
17. Code of Conduct for Prohibition of Insider Trading:
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulationsâ), as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Codeâ), as approved by the Board from time to time, are in force at the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price-sensitive information, and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees, connected persons, and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees, connected persons and other employees from trading in the shares of the company at the time when unpublished price sensitive information is available.
In compliance with regulation 3(5) and 3(6) of the PIT Regulations, the Company has implemented software for tracking the sharing of Unpublished Price Sensitive Information ("UPSIâ) among the designated persons and insiders of the Company.
The Policy is available on the website of the Company https://sintercom.co.in/corporate-policies/
The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBIâ). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. Certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached as Annexure IX. For sake of brevity, the items covered in Board''s Report are not repeated in the Corporate Governance Report and vice versa.
The Corporate Governance Report is annexed as Annexure II.
19. Management Discussion and Analysis Report:
Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto as Annexure I and forms part of this Report. For sake of brevity, the items covered in Board''s Report are not repeated in the Management Discussion and Analysis Report and vice versa.
The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of
Independent Directors, which is a guide to professional conduct for Independent Directors and has been uploaded on the website of the Company at following web link:
https://sintercom.co.in/wp-content/uploads/2ssss022/02/Code-of-conduct-for-board-members-
and-senior-management-personnel.pdf
21. Particulars of Employee and Remuneration
Disclosures of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are provided as "Annexure Vâ.
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and financial statements are being sent to Members and others entitled thereto, excluding the information on employees'' particulars which will be available for inspection in electronic mode up to the date of AGM. Members can inspect the same by sending an email to [email protected]
During the financial year 2022-2023, no employee, whether employed for whole or part of the year, was drawing remuneration in excess of the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Company is a supplier of various automobile parts and is therefore exposed to risks associated with the automotive industry in particulars. The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business set for the Company. As a part of Risk Management policy, the relevant parameters for the protection of the environment, the safety of operations and the health of people at work are monitored regularly.
As a part of regular risk management assessment, the Company is actively pursuing opportunities for diversifying its business portfolio into non- automotive segment like consumer goods, off highway equipment''s, industrial goods and oil & gas. The Company has been awarded with components from some of these segment''s and is exploring many more opportunities.
The successful management of opportunities and risks is part of operating a business and is the primary task of all management personnel. During the regular management meetings at all management levels, opportunities, risks and optimization measures are reviewed in detail. Any exceptional situations having potential risks are identified and treated at the early stage to minimize their impact on financial and income positions.
The Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.
As on 31st March, 2023 the Company has an outstanding unsecured loan including interest thereon of Rs. 66.46 million from Mr. Jignesh Raval, Managing Director and he has given declaration that the
amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others. This borrowing is exempted deposit as per Rule 2 (c) (viii) Companies (Acceptance of Deposits) Rules, 2014.
24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given herein below:
There is constant focus at all level in the organization to conserve energy and use it efficiently. This is also key to financial success, as energy is one of the important cost elements of conversion cost. Your Company has been implementing short- and long-term actions to improve the energy efficiency as its commitment towards minimizing the effects of factors of climate change. It has grounded mechanism to excel in this area. Regular review is conducted for evaluating the progress and effectiveness of various ongoing initiatives to reduce the energy consumption.
Energizing Low Carbon, Sustainable Operations
The Company has tied up with M/s RMK Infrastructure, Pune, Maharashtra and has successfully commissioned captive solar power projects in Village Mangrul, Tal Maval, Pune with plant capacity of 1 MW power generation. This project is generating around 2 million kWh of electricity per year helping to reduce Sintercom''s carbon footprint by approx. 1900 tonnes of CO2 emission per year.
The Company has existing Joint Venture agreement with M/s MIBA Sinter Holding Gmbh & Co KG, Austria. The Company has also entered into technology transfer agreements with MIBA Austria. Under these agreements, MIBA has transferred technology for development of high strength sinter hardened Synchro hub, Cam to Cam gears and Cam to Cam Backlash Gears. The plant has been designed to suit the said technology. The products produced by using these technologies have demand in the Indian market. The Company frequently runs inhouse training programs for product improvement, cost reduction, product development or import substitutions. The Company also takes help of external consultants whenever required on these aspects. During the year under review, the Company incurred an amount of Rs. 0.53 million on research and development.
C. Foreign Exchange Earnings & Outgo:
Foreign exchange earned in terms of actual inflows during the year and the foreign exchange
outgo during the year in terms of actual outflows. .... . ___.
(Figures in ?000)
|
Particulars |
2022-2023 |
2021-2022 |
|
Foreign Exchange Earnings in terms of actual inflows |
49 |
1,215 |
|
Foreign Exchange Outgo in terms of actual outflows |
14,241 |
5,936 |
|
CIF Value of Imports |
42,578 |
36,714 |
25. Corporate Social Responsibility (CSR):
The report as per Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure VII. Policy is available on company''s website: https://sintercom.co.in/wp-content/uploads/2022/02/CSR-Policy.pdf
Statutory Auditor:
The tenure of M/s Kirtane & Pandit LLP, Chartered Accountants as the Statutory Auditors ended during the current financial year and the Members of the Company have approved the appointment of M/s. Patki & Soman, Chartered Accountants [ICAI Firm Registration Number: 107830W], as the Statutory Auditors of the Company to hold office for a period of five years i.e., from the conclusion of the 15th AGM held on 23rd September, 2022 until the conclusion of the 20th Annual General Meeting of the Company.
Pursuant to Section 204 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kanj & Co, LLP Practicing Company Secretary, Pune to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 issued by Secretarial Auditor for the financial year ended on 31st March 2023 is enclosed to this Report as "Annexure MIâ.
As per Regulation 24 A of SEBI (LODR) Regulation 2015, the Annual secretarial compliance report duly signed by Mr. Sunil Nanal, partner Kanj & Co. LLP, Company Secretaries the same is available on https://sintercom.co.in/
The Secretarial Audit Report contains qualification, and the Company has given its comments on the Secretarial Auditors qualified opinion, the details are mentioned hereunder.
There was no changes in the remuneration proposed to the new incoming auditors and hence the remuneration figures were not specifically mentioned in the explanatory statement to the Notice of the AGM and the authority was given with the Audit Committee and the Board to decide on the proposed remuneration to the auditors.
In accordance with the provision of Section 138 of the Companies Act, 2013 and Rules made thereunder, your Company has appointed Ms. Anuja Joshi as the Internal Auditor of the Company for Financial Year 2022-23 and takes her suggestions and recommendation to improve and strengthen the internal control system.
27. Compliance with Secretarial Standard:
The Company has generally complied with all the applicable Secretarial Standards in the Financial Year 2022-23.
28. Directors Responsibility Statement:
Pursuant to the requirement of section 134(5) of the Companies Act, 2013, the Directors state that:
1. in the preparation of the Annual Accounts for the year ending 31st March 2023, the applicable Accounting Standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;
2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that date;
3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. the annual financial statements have been prepared on a going concern basis.
5. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively and.
6. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
Financial Statement has been prepared in accordance with accounting standards as issued by the Institute of Chartered Accountants of India and as specified in Section 133 of the Companies act, 2013 and the relevant rules thereof and in accordance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. IND AS is applicable to the Company. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s financial position.
There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors during the financial year under Section 143 (12) of the Companies Act, 2013.
In accordance with Sections 92(3) read with 134(3)(a) of the Companies Act, the Annual Return of the Company as on 31st March, 2023 is available on the website of the Company at https://sintercom.co.in/other-compliances/
32. Particulars of Loans, Guarantees and Investments:
The Company has not given any loan or guarantee or security or made investment under Section 186 of the Companies Act, 2013 during the financial year.
33. Particulars of Related Party Transactions:
During the year under review, contract or arrangements entered into with related party as defined under Section 2(76) of the Companies Act, 2013 were in ordinary course of business on arm''s length basis. Details pursuant to the transactions in compliance of section 134(3) (h) of the Companies Act, 2013 and Rule 8 (2) of the Companies (Accounts) Rues, 2014 are annexed herewith in the prescribed Form AOC-2 -Annexure IV.
The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party Transactions which has been uploaded on the Company''s website https://sintercom.co.in/wp-content/uploads/2022/06/Materiality-Policy.pdf
34. Internal Financial Control System:
The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. An extensive program of internal audits and management reviews supplements the process of internal financial control framework. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal financial control framework has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. In addition, the Company has identified and documented the risks and controls for each process that has a relationship to the financial operations and reporting.
The Audit Committee assists the Board in discharging of its responsibility to oversee the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committee''s purpose is to oversee the accounting and financial reporting statements, the appointment, independence, performance and remuneration of the Statutory Auditors, the performance of Internal Auditors of the Company.
35. Disclosure under the Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal), Act 2013:
As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 a committee called the Internal Complaints Committee has been established to provide a mechanism to redress grievances pertaining to sexual harassment at workplace and Gender Equality of working women. During the year the Internal Complaints Committee of the company has not received any complaint in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
⢠Number of complaints filed during the financial year: NIL
⢠Number of complaints disposed of during the financial year: NIL
⢠Number of complaints pending as on end of the financial year: NIL
36. Vigil Mechanism / Whistle Blower:
The Company has adopted a Vigil Mechanism Policy through a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.
The Whistle Blower Policy is disclosed on website of the Company https://sintercom.co.in/wp-content/uploads/2022/02/Whistleblower-Policy.pdf
37. Non-Disqualification of Directors:
None of the directors of the Company are disqualified from being appointed as a Director and the relevant certificate for the same from the Practicing Company Secretary in annexed as Annexure VIII.
38. Policy of preservation of Documents:
Pursuant to Regulation 9 of SEBI (LODR), Regulations, 2015 the Company has maintained the policy of preservation of documents as per Regulation 9 (a) & 9 (b) of SEBI (LODR), Regulations, 2015 and the same has been uploaded on the website of the Company on https://sintercom.co.in/wp-content/uploads/2022/06/Preservation-And-Archival-Policy.pdf
39. Details of significant and material order passed by the regulators or courts or tribunals:
There were no significant and material orders issued against the Company by any regulating authority or court or tribunal that could affect the going concern status and Company''s operations in future.
There are no orders received by the Company from SEBI and NSE which would impact the listing of the Company''s shares.
The provisions of section 148(1) of the Companies Act, 2013 and other applicable rules and provisions do not apply to the company. However, such cost accounts and records are being maintained by the Company.
As on the date of this report, the credit rating are as follows,
|
Type |
Rating |
|
Long Term Rating |
CRISIL BB /Stable(Outlook revised from âNegativeâ;Rating Reaffirmed) |
|
Short Term Rating |
CRISIL A4 (Reaffirmed) |
43. Investor Education and Protection Fund (IEPF):
During the year under review, the provision of Section 125(2) of Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.
44. Unpaid and Unclaimed amount of Dividend and Share Application Money:
There is no unpaid dividend or share application money pending to be refunded to the investors and shareholders till 31st March 2023.
Your Company generally maintains insurance covering our inventories/ stock at such levels that we believe to be appropriate. The insurance policy covers stock lying in the premises, stock in transit and the stock which is in our custody and specified location/ person like warehouse or vendors locations. As per Regulation 25(10) of SEBI (LODR) Regulation, 2015 the company has Directors & officers insurance in place.
46. Business Responsibility Report:
Your Company does not fall under top 1000 listed entities as per Market Capitalization. Hence, the Business Responsibility Report for the financial year, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations ,2015 is not enclosed to this Annual Report.
47. Registrar and Share transfer Agent Information:
Link Intime India Pvt. Ltd
Block No. 202, 2nd Floor, Akshay Complex,
Near Ganesh Temple, Off Dhole Patil Road,
Pune -411001
Tel: 020 - 2616 1629/ 2616 0084 Fax: 020 - 2616 3503 Email: [email protected] Website: https://www.linkintime.co.in
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:
⢠The Company has neither issued shares with differential voting rights as to dividend or otherwise nor has granted any stock options or sweat equity to the employee of the Company. As on 31st March, 2023, none of the Directors of the company hold instruments convertible into equity shares of the Company.
⢠The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustee for the benefit of employees.
⢠There was no change in the nature of business of your Company;
⢠The Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2023, there were no deposits which were unpaid or unclaimed and due for repayment, hence, there has been no default in repayment of deposits or payment of interest thereon;
⢠The Company has not issued any sweat equity shares;
⢠The Company has not raised any funds through qualified institutions placement as per Regulation 32(7A) of the SEBI Listing Regulations;
⢠The Company does not engage in commodity hedging activities;
⢠The Company has not made application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 and
⢠The Company has not made any one-time settlement for the loans taken from the Banks or Financial Institutions.
Your directors would like to place on record their appreciation and gratitude for the support to the
Company received from the Employees, Clients, Customers and Shareholders of the Company for
their trust and patronage, as well as to the Bankers, Securities and Exchange Board of India, National
Stock Exchange, Government of India and other Regulatory Authorities for their continued cooperation, support and guidance.
Mar 31, 2018
Dear Members,
The Directors have pleasure in presenting before you the Eleventh Annual Report of the Company along with audited annual financial statement for the year ended 31st March, 2018.
1 Financial Results
The following are the financial results of the Company for the year ended 31st March, 2018:
|
For the year ended on 31st March, 18 |
For the year ended on 31stMarch, 17 |
|
|
Gross Revenue |
748,727,838 |
660,050,356 |
|
Profit before Interest and depreciation |
179,922,915 |
137,778,634 |
|
Finance Charges |
53,757,053 |
60,414,278 |
|
Gross Profit |
326,372,654 |
280,995,576 |
|
Provision for Depreciation |
60,214,855 |
55,997,637 |
|
Profit / (loss) before Taxation (PBT) |
65,951,006 |
21,366,720 |
|
Provision for Tax |
11,409,202 |
8,707,322 |
|
Balance of Profit brought forward |
54,541,804 |
12,659,398 |
|
Balance available for appropriation |
54,541,804 |
12,659,398 |
|
Proposed Dividend on Equity Shares |
- |
- |
|
Tax on proposed Dividend |
- |
- |
|
Transfer to General Reserve |
- |
- |
|
Surplus carried to Balance Sheet |
54,541,804 |
12,659,398 |
2. Operational Performance
a) For the financial year 2017-2018, your Company recorded net sales of Rs. 748.79 million as against Rs. 660.05 million in the previous year and thereby recorded growth of 13% in the net sales. The key growth driver during the year was mainly due to the new program getting into the serial production. Your Company continues its vision to be leaders in the sintered transmission and engine gears.
b) For the financial year 2017-2018, the Company achieved Profit before tax of Rs. 65.87 million as against Rs. 21.36 million for previous financial year. The major driver for the increase in profit other than the increased revenue is the stoppage of special freight costs incurred in previous financials years to avoid line stoppages at the customer. With the increase in the capacity, these premium freight costs have stopped leading to the increase in the profits for the Company.
c) During the year, the Company has been listed on the National Stock exchange - Emerge Platform. The company was able to raise close to Rs. 302 million funds which are being put to use for increase in capex to increase the current plant capacity and repayment of debts. The unutilized portion of these funds have been currently kept with the scheduled bank in fixed deposits.
3. Industry Update & Future Outlook
The Indian auto industry is one of the largest in the world. The industry accounts for 7.1 per cent of the country''s Gross Domestic Product (GDP).
The automobile industry in India grew at about 14.78 % over the previous year. Of this, the Passenger Vehicle Industry grew by about 8% over the previous year in which the major driver being the utility vehicle which grew by approx. 21%. The Commercial Vehicle division grew by 12% after a dismal growth of 3% last year. Overall three-wheeler market grew by about 24%. The 2-wheeler sales grew by around 15%.
A revival of the economy post-demonetization and enforcement of GST are putting the country back on track. For instance, the GDP and economic reform programs of the government are indicating positive signs of recovery. The GDP is marked to pan out at 7.6 per cent during 2018, giving a leg up to the industry and manufacturing activities. Scooters are finding a large market in the north-east and eastern states like Orissa, Bihar and Chhattisgarh, where vehicle penetration is still low. Some southern states also indicated a large preference for scooters as they are popular among women professionals. Instead of keeping two cars, families are now opting for maintaining two two-wheelers for separate family members, as they are cost effective and fuel efficient.
Commercial vehicles, on the other hand, are pitted to continue their growth momentum in double-digits at 10-12 per cent. More infrastructure development will spike up this business. Buses, meanwhile, will continue to grow at less than 10 per cent.
4. Economic Environment
Two successive good monsoon years have put the rural economy on the growth track, boosting utility vehicles, motorcycles and small commercial vehicle sales in the rural markets.
A strong cyclical recovery in the global economy with the world growth projected at 3.7 per cent in 2018, bank recapitalization, rural revival, and reforms such as Insolvency and Bankruptcy Code by the government will also give a fillip to the auto sector
While the overall investment outlook is expected to improve, a full-fledged private sector investment recovery is likely to be delayed. The consumer price inflation is expected to spike up to 4.4 per cent in FY19, from the current 4 per cent, interest rates may see a moderate hike and global crude oil prices are also not expected to spiral. Commodity prices though will continue to maintain their northward climb, especially copper and lead, an indication that car prices may not decline.
Overall, 2018-19 is expected to bring positive sentiments back into the market and rev up overall vehicle sales.
5. Quality and Information Security
Our focus on quality, productivity and innovations has helped us deliver increased value to our customers. The Company is certified for ISO/ TS 16949:2009 (Quality Management Systems)
6. Dividend
With a view to provide cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.
7. Details of Subsidiaries, Joint Ventures (JV) or Associate Companies (AC)
The Company has no subsidiary, joint venture or associate companies.
8. Amounts proposed to be carried to any Reserves
The company has not transferred any amount to the reserves during the Financial Year ended on 31st March, 2018
9. Conversion of the Company
The Company Sintercom India Private Limited originally incorporated and registered under the Companies Act, 1956 as a Private Limited Company bearing CIN U29299PN2007PTC129627 on 22nd February, 2007 at Pune, Maharashtra.
Subsequently the unanimous consent of the Shareholder of the Company was granted to the company for the conversion of Private Limited Company into Public Limited Company whereby the Name of the Company was changed from Sintercom India Private Limited to Sintercom India Limited vide special resolution passed by the Shareholder of the company at Extra Ordinary General Meeting held on 02nd November, 2017 and the same was approved by Registrar of Companies, Maharashtra vide its Certificate dated 16th November, 2017.
10. Listing of Equity Shares
The company had come out with a public issue of 65,46,000 equity shares for Rs. 65/- each including a share premium of Rs. 55/- per equity share. The IPO was a huge success and was oversubscribed by 51% and the resulting shares have been listed on the NSE emerge platform of NSE, Mumbai on 15th February, 2018. The Company has paid the applicable listing fee to the Stock Exchanges up to date.
11. Change in Capital Structure of the Company
A) Increase in Authorised Share Capital
The Authorised Equity Share Capital of the Company has been increased to Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 equity shares of Rs. 10/- each upon passing of resolutions in the Extra Ordinary General Meeting held on 02nd November, 2017.
12. Change in nature of business, if any, Details of significant orders passed by Regulators and Material Changes if any between the end of the Financial year 31st March,2018 of the Company and the date of the report
As per the provisions of Rule 8 (5)(vii) of the Companies (Accounts) Rules, 2014 there is no material changes has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which is affecting the financial position of the Company.
13. New Set of Articles of Association
The Company, after obtaining necessary approval of the Members at the Extra Ordinary General Meeting held on 02nd November, 2017 have adopted new set of Articles.
14. Board of Directors and Key Managerial Personnel
The Board of the Company comprises an optimum combination of executive and non-executive independent directors.
As on the date of this report, Board of Directors of the Company comprises of total seven directors. The Composition of the Board of Directors is as under:
|
Name of Director |
Category and Designation |
|
Mr. Jignesh Raval Mr. Hari Nair Mr. Harald Neubert Mr. Markus Hofer Mr. Madan Godse Ms. Preeti Ramdasi Ms. Gopi Trivedi |
Managing Director Chairman Non-Executive Non-Independent Director Non-Executive Non-Independent Director Non-Executive Non-Independent Director Non- Executive Independent Director Non- Executive Independent Director Non- Executive Independent Director |
Company has appointed Mr. Madan Godse (DIN 06987767), Ms. Preeti Ramdasi (DIN 07976863) and Ms. Gopi Trivedi (DIN 05004124) as a Non- Executive Independent Director, w.e.f 29th November, 2017.
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 1/3rd of the Directors are liable to retire by rotation and if eligible offer themselves for re-appointment. In the ensuing Annual General Meeting Mr. Markus Hofer and Mr. Hari Nair director of the Company liable to retire by rotation and being eligible offer themselves for re-appointment.
In pursuant to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules and other applicable provisions of the Companies Act, 2013, the designated Key Managerial Personnel (KMP) of the Company as on 31st March, 2018 are as follows:
|
Name of KMP |
Category and Designation |
|
Mr. Jignesh Raval Mr. Pankaj Bhatawadekar Ms. Anuja Joshi |
Managing Director Chief Financial Officer Company Secretary and Compliance Officer |
15. Number of Board Meetings held
Total 7 (seven) Board Meetings were held during the financial year 2017-18 as required u/s 134 (3) (b) of the Companies Act, 2013 are as under:
30th May, 2017 06th September, 2017 22nd September, 2017
29th November, 2017 09th January, 2018 08th February, 2018
13th February, 2018
16. Committees
Presently, the Board has Four (4) Committees i.e. Audit Committee, Nomination & Remuneration Committee Corporate Social Responsibility Committee and Stakeholder
Relationship Committee, constitution of which is given below:
Audit Committee:
|
Name of Director |
Status in Committee |
Nature of Directorship |
|
Mr. Madan Godse |
Chairman |
Independent Director |
|
Mr. Jignesh Raval |
Member |
Managing Director |
|
Ms. Preeti Ramdasi |
Member |
Independent Director |
Nomination and Remuneration Committee:
|
Name of Director |
Status in Committee |
Nature of Directorship |
|
Ms. Preeti Ramdasi |
Chairman |
Independent Director |
|
Mr. Hari Nair |
Member |
Non-Executive Director and Chairman |
|
Mr. Madan Godse |
Member |
Independent Director |
Stakeholder Relationship Committee:
|
Name of Director |
Status in Committee |
Nature of Directorship |
|
Mr. Hari Nair |
Chairman |
Non-Executive Director and Chairman |
|
Mr. Jignesh Raval |
Member |
Managing Director |
|
Mr. Madan Godse |
Member |
Independent Director |
Corporate Social Responsibility Committee:
|
Name of Director |
Status in Committee |
Nature of Directorship |
|
Ms. Preeti Ramdasi |
Chairman |
Independent Director |
|
Mr. Hari Nair |
Member |
Non-Executive Director and Chairman |
|
Mr. Jignesh Raval |
Member |
Managing Director |
|
Mr. Harald Neubert |
Member |
Independent Director |
17. Evaluation of Board of Directors, Committees and Individual Director
The Nomination & Remuneration Committee has set up formal mechanism to evaluate the performance of the Board of Directors as well as that its Committee and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise is to be carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, government issues etc.
18. Declaration from Independent Directors
During the year under review all Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149 (6) and (7) of the Companies Act, 2013.
19. Corporate Governance
As per Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the SME platform (NSE-emerge) of NSE. 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.
As per Para (F) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company do not have and is not required to have the demat suspense account neither unclaimed suspense account.
20. Management Discussion and Analysis Report
Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure I hereto and forms part of this Report.
21. Managerial Remuneration
Disclosures of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are provided as âAnnexure IIâ.
The details of remuneration paid to the Directors including the Managing Director of the Company are given in Form MGT-9 forming part of the Directors Report.
22. Particulars of Employee
The information required under Section 197(12) of the Companies Act, 2013 (âthe Actâ) read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, pursuant to first proviso to Section 136 (1) of the Act, this Report is being sent to the Shareholders excluding the aforesaid information. Any shareholder interested in obtaining said information, may write to the Company Secretary at the Registered office/ Corporate Office of the Company and the said information is open for inspection at the Registered Office of the Company.
23. Development and Implementation of Risk Management Policy
The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business set for the Company. As a part of Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly
The Board does not foresee any risk which might threaten the existence of the Company.
24. Deposits
The Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.
25. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given herein below:
A) Conservation of Energy
The Company always endeavours to reduce energy consumption and achieve conservation of resources. The following measures were undertaken to reduce energy consumption resulting in saving of energy.
|
Place |
Description |
|
Office |
Replace PLL 36 X 2 = 72 Watt to LED Panel 36 Watt |
|
Plant |
Replace Highbay Lamp 150 Watt To LED 55 & 75 Watt. |
|
Plant |
Install Power on/Off Switch to CNC M/C for Power pack to Reduce Electric consumption |
|
Plant |
Install Low KW motor 4.4 KW to 2.2 KW on 160 Ton Press to Reduce Electric consumption per month 9.5K |
|
Plant |
Energy saving unit install on Compressor to reduce Electric consumption. (3000 unit Saving per month) saving per month 24 K |
|
Plant |
Install Sensor & electrical valve on Air Gauges to reduce Compress Air consumption. |
|
Plant |
Replace All Normal Air gun to Amplifier gun to reduce Compress Air consumption. |
B) Technology Absorption
The Company has entered into Joint Venture agreement with M/s MIBA Sinter Holding Gmbh & Co KG, Austria. The Company has also entered into technology agreement with MIBA Austria. Under this agreement, the MIBA has transferred technology for development of high strength sinter hardened Synchro hub, Cam to Cam gears and VVT applications. The plant has been designed to suit the said technology. The products using these technologies have demand in Indian market. The Company continuously run in house programs for product improvement, cost reduction, product development or import substitutions. The Company also take help of external consultants whenever required on theses aspects. During the year under review, the Company incurred Rs. 10,04,037/- on research and development.
C) Foreign Exchange Earnings & Outgo
Foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows.
Amount in Rs.
|
Particulars |
2017-2018 |
2016-2017 |
|
Foreign Exchange Earnings in terms of actual inflows Foreign Exchange Outgo in terms of actual outflows CIF Value of Imports |
81,78,198 17,395,226 44,487,632 |
5,44,24,599 1,23,79,658 84,83,143 |
26. Corporate Social Responsibility (CSR)
Pursuant to the provision of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 the Company has constituted a Corporate Social Responsibility Committee.
The amount of funds to be spent in Financial Year 2018-19, has been specified in the financial statement.
27. Auditors
Statutory Auditors
The Company at its Annual General Meeting held in the year 2017-18 appointed M/s. Kirtane & Pandit LLP, Chartered Accountants (Firm Registration Number 105215W) as Statutory Auditors of the Company for a period of five years.
The Notes on financial statements referred to in the Auditors report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.
Secretarial Auditors
Pursuant to the Section 204 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kanj & Associates, Practicing Company Secretary, Pune to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is provided as âAnnexure IIIâ. The Secretarial Audit Report contains qualification and the Company has given its comments on Auditors qualified opinion, the details are mentioned hereunder:
Qualified Opinion (1):
The Company had initiated the process of appointing a company secretary long back, however since the Company was a private limited company till 1st November, 2017 and the registered office of the Company is located at very far off location, it was difficult to recruit the suitable candidate. In view of these reasons, there was delay in appointment of the Company Secretary.
Qualified Opinion (2):
The observations are self-explanatory. The Company is in process of filing these forms.
28. Directors Responsibility Statement
Pursuant to the requirement of section 134(5) of the Companies Act, 2013, the Directors state:
1. That in the preparation of the Annual Accounts for the year 31st March, 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
2. That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period;
3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. That the annual financial statements have been prepared on a going concern basis;
5. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively and;
6. That they have laid down internal financial controls to be followed by the Company and that such internal financials controls are adequate and are operating effectively.
29. Significant and Material orders passed by the Regulators or Courts or Tribunals
There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.
30. Extract of Annual Return
The extract of Annual Return u/s 134 (3)(a) and u/s 92 (3) read with Rule 12 of Companies (Management and Administration) Rules, 2014 in Form MGT-9 is attached to the Report as Annexure IV
31. Particulars of Loans, Guarantees and Investments
The Company has not given any loan or guarantee or security or made investment under Section 186 of the Companies Act, 2013 during the financial year.
32. Particulars of Related Party Transactions
All transactions entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (âThe Listing Regulationsâ), during the financial year were in the ordinary course of business and at an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the notes forming part of the Financial Statements.
The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party Transactions which has been uploaded on the Company''s website.
The particulars of related party transactions in prescribed Form AOC - 2 are attached as Annexure V.
33. Internal Financial Control System
According to Section 134(5) (e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the 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.
The Company has a well-placed, proper and adequate internal financial control systems which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company''s internal financial control system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOP''s), supplemented by internal audits from Internal Auditors.
The Internal Auditors independently evaluate the compliance with financial policies and procedures, adequacy of internal financial controls and compliances with standard operating processes during the period from last internal audit. Further, significant observations, if any, and actions taken reports on the same are considered by the Management of the Company.
34. Details of in respect of adequacy of Internal Financial Controls with reference to the Financial Statements
The Company has internal financial controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly & efficient conduct of the business, including adherence to the Company''s policies, the safe guarding of assets, the prevention & detection of frauds & errors, the accuracy & completeness of accounting records and timely preparation of reliable financial information.
35. Prevention of Sexual Harassment Committee
As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 a committee called Internal Complaints Committee has been established to provide a mechanism to redress grievances pertaining to sexual harassment at workplace and Gender Equality of working women. 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.
36. Vigil Mechanism / Whistle Blower
The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.
37. Event Based Disclosures
The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The Company has not provided any money to its employees for purchase of its own shares hence the company has nothing report in respect of Rule 4(4), Rule (13), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.
38. Acknowledgements
Your directors would like to place on record their appreciation for the support to the Company received from the Employees at all levels. Our growth was made possible by their hard work, solidarity, cooperation and support. We would also like to thank our Bankers, Associates and all other clients and well-wishers.
FOR AND ON BEHALF OF THE BOARD
SINTERCOM INDIA LIMITED
Hari Nair
Chariman
Place: Pune
Date:19th April, 2018
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article