Directors' Report
To
The Members,
The Directors are pleased to present the Thirty Ninth (39th) Annual Report
of the Company together with the Audited Financial Statements (Standalone and
Consolidated) for the financial year ended 31st March, 2025.
In compliance with the applicable provisions of the Companies Act, 2013, (including any
statutory modification(s) or amendment(s) thereof, for time being in force)
("Act") and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report
covers the financial results and other developments during the financial year ended 31st
March, 2025, in respect of Craftsman Automation Limited ("the Company").
1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS:
1.1 The financial performance of the Company for the financial year ended 31st
March, 2025 are summarized as below:
|
|
|
|
(Rs. in Crores) |
|
Year ended |
Year ended |
Particulars |
31.03.2025 |
31.03.2024 |
31.03.2025 |
31.03.2024 |
|
Standalone |
Consolidated |
Operating revenue |
3,84795 |
3,20779 |
5,690.48 |
4,451.73 |
Other income |
32.26 |
14.61 |
25.07 |
1724 |
EBITDA |
588.58 |
656.17 |
858.78 |
896.92 |
Less: Finance Cost |
193.16 |
154.62 |
216.64 |
174.54 |
Less: Depreciation and Amortization |
26787 |
236.05 |
34702 |
27769 |
Less: Exceptional Expense |
0.00 |
0.00 |
25.47 |
0.00 |
Profit before Tax (PBT) |
127.55 |
265.50 |
269.65 |
444.69 |
Less: Provision for Tax (Net) |
33.86 |
6791 |
68.78 |
10736 |
Profit after Tax for the year (PAT) |
93.69 |
197.59 |
200.87 |
337.33 |
Other Equity opening balance |
1,535.42 |
1,360.82 |
1,741.10 |
1,42734 |
Add: Profit for the year |
93.69 |
19759 |
200.87 |
33733 |
Add/(Less) Other Comprehensive Income /(Loss) |
3.24 |
0.78 |
(3.04) |
0.20 |
Add: Premium on shares issued |
1,178.86 |
0.00 |
1,178.86 |
0.00 |
Add: On business combination |
0.00 |
0.00 |
0.79 |
0.00 |
Less: Acquisition of minority interest |
0.00 |
0.00 |
-250.00 |
0.00 |
Dividend paid on equity shares |
-23.77 |
-23.77 |
-23.77 |
-23.77 |
Other Equity closing balance |
2,78744 |
1,535.42 |
2,844.81 |
1,741.10 |
Standalone Financial Results:
During the Financial Year (FY) 2024-25, the Company has achieved operating income of
Rs.384795 Crores as compared to Rs.320779 Crores in FY 2023-24. The profit before tax for
FY 2024-25 stood at Rs.127 55 Crores compared to Rs.265.50 Crores achieved in FY 2023-24.
The profit after tax stood at Rs.93.69 Crores for FY 202425 as compared to Rs.19759 Crores
in FY 2023-24.
Consolidated Financial Results:
The Company's consolidated revenue for FY 2024-25 was Rs.5690.48 Crores as compared to
Rs.4451.73 Crores in FY 2023-24. During the year under review, the consolidated profit
after tax stood at Rs.200.87 Crores as compared to Rs.33733 Crores in FY 2023-24.
The Consolidated Financial Statement includes Audited Financial Statements of Craftsman
Europe B.V., Wholly
Owned Subsidiary ("WOS"), DR Axion India Private Limited (WOS), Sunbeam
Lightweighting Solutions Private Limited (WOS) and Craftsman Germany GmbH (WOS), along
with its subsidiaries i.e. Craftsman Fronberg Guss GmbH and Craftsman Fronberg Guss
Immobelien GmbH (Step-down subsidiaries).
Material Changes affecting the Financial Positions of the Company during the year:
DR AXION INDIA PRIVATE LIMITED
The Board of Directors of the Company at their meeting held on 4th May, 2024
had approved the execution of a Share Purchase Agreement ("SPA") by and amongst,
the Company, DR Axion India Private Limited ("DR Axion"), Daerim International
Co Ltd ("Daerim") and DR Axion Co. Ltd, to acquire the remaining 24% of Equity
Share Capital i.e., 2,70,83,884 Equity Shares of Rs.10/- each of DR Axion a Material
Subsidiary of the Company.
Subsequently, the Company completed the acquisition of the remaining 24% of the Equity
stake in DR Axion on 29th June, 2024 for a consideration amount of
Rs.250,00,00,000 (Rupees Two Hundred and Fifty Crores Only). Consequently, DR Axion became
a Wholly Owned Subsidiary of the Company w.e.f. 1st July, 2024.
SUNBEAM LIGHTWEIGHTING SOLUTIONS PRIVATE LIMITED
The Board of Directors of the Company at their meeting held on 5th August,
2024, had approved the execution of a Securities Subscription and Purchase Agreement
("SSPA") with Sunbeam Lightweighting Solutions Private Limited
("Sunbeam") and Kedaara Capital Fund II LLP ("Kedaara") for acquiring
100% of the legal and beneficial interest of the total securities of Sunbeam and
subscription to 3760,00,000 (Thirty Seven Crore Sixty Lakhs) Optionally Convertible
Debentures ("OCDs"), each having a face value of Rs.10.
As a preliminary step towards closing the acquisition, On 7th October, 2024,
the Company had subscribed to 13,60,00,000 (Thirteen Crore Sixty Lakhs) OCDs of Sunbeam
for a consideration of Rs.136,00,00,000/- (Rupees One Hundred and Thirty-Six Crores Only)
in accordance with the terms of the SSPA.
The Company acquired 100% of the legal and beneficial interest of the total securities
of Sunbeam for a consideration amount of Rs.1 (Rupees One). Consequently, Sunbeam became a
Wholly Owned Subsidiary of Craftsman Automation Limited w.e.f. 9th October,
2024.
Further, on 10th October, 2024, the Company had subscribed to 24,00,00,000
(Twenty-Four Crore) OCDs of Sunbeam for a consideration of Rs.240,00,00,000/-
(Rupees Two Hundred and Forty Crores Only) in accordance with the terms of the SSPA and
on 28th October, 2024, the Company had subscribed to 23,00,00,000 (Twenty-Three
Crores) OCDs of Sunbeam for a consideration of Rs.230,00,00,000/- (Rupees Two Hundred and
Thirty Crores only).
CRAFTSMAN GERMANY GMBH:
The Company had acquired 100% of the share capital of Craftsman Germany GmbH, Germany,
along with its subsidiary, Craftsman Fronberg Guss GmbH, Germany, on 22nd July,
2024. Consequently, Craftsman Germany GmbH became a Wholly Owned Subsidiary and Craftsman
Fronberg Guss GmbH became a Stepdown Subsidiary of the Company with effect from 22nd
July, 2024.
Further, on 1st October, 2024, Craftsman Fronberg Guss GmbH had acquired the
assets of Fronberg Guss GmbH and Craftsman Germany GmbH had acquired 100% of the Equity
stake of Craftsman Fronberg Guss Immobilien GmbH. Subsequently, Craftsman Fronberg Guss
Immobilien GmbH became a Stepdown Subsidiary of the Company with effect from 1st
October, 2024.
2. DIVIDEND:
For the financial year 2024-25, the Company has declared a Final Dividend of Rs.5on the
Equity Shares of Rs.5/- each with total outlay of Rs.11.93 Crores.
The Board of Directors at their meeting held on 7th May, 2025, has
recommended payment of Rs.5(Rupees Five) per Equity Share, being 100% on the face value of
Rs.5each as final dividend for the financial year ended 31st March, 2025. The
payment of dividend is subject to the approval of the shareholders at the 39th
Annual General Meeting ("AGM") of the Company. The dividend, if approved by the
members, would involve a cash outflow of Rs.11.93 Crores. The dividend pay-out is in
accordance with the dividend distribution policy of the Company.
In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020,
dividends paid or distributed by the Company shall be taxable in the hands of the
shareholders. Your Company shall, accordingly, make the payment of the dividend after
deduction of tax at source at appropriate rates applicable to resident and non-resident
shareholders as the case may be.
Pursuant to the provisions of Regulation 43A of the Listing Regulations as amended from
time to time, the Company has formulated Dividend Distribution Policy. The policy is
available on the Company's website at https://
www.craftsmanautomation.com/investors/wp-content/ uploads
/2022/08/14.CAL-Dividend-Distribution-Policy.pdf
3. TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
In accordance with the provisions of Sections 124 and 125 of the Act and Investor
Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules"), dividend of a Company which remain unpaid or unclaimed for a
period of seven years from the date of transfer to the Unpaid Dividend Account shall be
transferred by the Company to the Investor Education and Protection Fund
("IEPF").
In terms of the foregoing provisions of the Act, there is no dividend which remains
outstanding or remain to be paid and required to be transferred to the IEPF by the Company
during the financial year ended 31st March, 2025.
4. SHARE CAPITAL:
During the year under review, the Company has not altered/modified its authorised share
capital and has not issued any Equity Shares with Differential Rights as to dividend,
voting or otherwise. The Company has not issued any Sweat Equity Shares to its Directors
or employees and also has not made any buy back of shares during the year under review.
The Paid-up Capital of the Company at the beginning of the financial year was
Rs.10,56,41,555 divided into 2,11,28,311 Equity Shares of Rs.5/- each fully paid up.
Qualified Institutions Placement:
The Board of Directors of the Company at their meeting held on 27th April,
2024 had approved and recommended to the Shareholders of the Company for raising of funds
up to Rs.1200 Crores through Qualified Institutions Placement ("QIP").
Subsequently, the Shareholders of the Company approved the same at the 38th
Annual General Meeting held on 27th May, 2024.
Accordingly, during the financial year, the Company had issued 27,27,272 Equity Shares
of face value of Rs.5through QIP raising a sum of Rs.1200 Crores.
Hence, post the issue, the paid-up share capital of the Company was Rs.11,92,77,915
divided into 2,38,55,583 Equity Shares of Rs.5/- each.
5. CHANGE IN REGISTERED OFFICE OF THE COMPANY
During the year, there was no change in the registered office of the Company.
6. RESERVES AND SURPLUS:
The Company has not transferred any amount to the Reserves for the financial year ended
31st March, 2025.
7. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Pursuant to Regulation 34(2)(e) of the Listing Regulations, Management Discussion and
Analysis Report forms part of this report as Annexure - 1.
8. CORPORATE GOVERNANCE:
Pursuant to Regulation 34(3) of the Listing Regulations, a report on Corporate
Governance along with a Certificate from the Company Secretary in Practice confirming the
compliance of the provisions of Corporate Governance forms an integral part of this Annual
Report and are given in Annexure - 2 and Annexure - 3 respectively.
9. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In accordance with the requirements of Section 135 of the Act and the Rules made there
under, the Company has constituted a Corporate Social Responsibility (CSR) Committee and
also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available
on the website of the Company at https://www.craftsmanautomation.com/investors/wp-
content/uploads/2022/08/1.-CAL-Policy-on-Co rporate-Social- Responsibility-1.pdf.
An Annual Report on CSR activities of the Company during the financial year 2024-25 as
required to be given under Section 135 of the Act read with Rule 8 of the Companies (CSR
Policy) Rules, 2014 has been provided as an Annexure - 4 to this Report.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of the
Company that have occurred between the end of financial year 2024-25, to which the
Financial Statements relate and the date of signing of this report.
11. RISK MANAGEMENT POLICY:
Pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of the Listing
Regulations, the Company has formulated and adopted a Risk Management Policy. The Company
has been consciously following a policy of risk mitigation by diversifying its products,
services, markets and customers. The key risk of exposure to the cyclicality of the
automobile business is being mitigated by increasing the share of the Industrial &
Engineering segment.
The following are the major risk concerns:
Competition:
Some of the Company's business segments operates in a competitive environment and some
of the Company's customers pursue a policy of maintaining more than one source for a
product/service. The Company's senior management team closely monitors the market and
devises various strategies to stay ahead of the competition.
Economy:
The economy is still susceptible to the challenging global economic environment of
increased trade tensions, protectionism and slowdown. It is also constrained by fiscal
profligacy, implementation delays, and a weak financial sector.
Automobile Industry:
The fortunes of the automobile industry are cyclical and the demand for vehicles are
vulnerable to the interest rates and liquidity.
Risk Mitigation Measures:
As already mentioned, the Company adopts the policy of risk diversification by
broadening its products, services, market and customer base. The Company, over the years,
built a good design, engineering and product development team. This has enabled the
Company to come out with new products and services and in the contract manufacturing
space, the Company is able to position itself as a one-stop solution provider to its
customers. In addition, the Company has steadily invested over the years to build up
world-class manufacturing and testing facilities at Coimbatore and other plants. The
state-of-the-art machines, continuous improvement in the production processes, constant
upgradation of employee skill levels, backward integration to tool, die and fixture making
and JIT deliveries have created a strong competitive advantage for the Company.
The Board has constituted Risk Management Committee under the Chairmanship of Mr.
Srinivasan Ravi, which reviews the various risks faced by the Company and advises the
Board on risk mitigation plans. Risk Management policy may be accessed on the Company's
website at the link: https://www.craftsmanautomation.
com/investors/wp-content/uploads/2022/08/4.-CAL-Risk- Manage ment-Policy.pdf
12. VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:
The Company has formulated a comprehensive Whistle Blower Policy in line with the
provisions of Section 177(9) and 177(10) of the Act and Regulation 22 of the Listing
Regulations with a will to enable the stakeholders, including Directors and individual
employees to freely communicate their concerns about illegal or unethical practices and to
report genuine concerns to the Audit Committee of the Company.
The mechanism provides adequate safeguards against victimization of Directors or
employees who avail the mechanism. The Whistle Blower Policy has been placed in the
website of the Company at https://www. craftsmanautomation.com/i nvestors/wp-content/
uploads/2022/08/2.-CAL-WhistleBlow erPolicy.pdf
13. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place a policy on prevention, prohibition and redressal of Sexual
Harassment at workplace in line with the requirements of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee has
been setup to redress the complaints received on the sexual harassment. All employees of
the Company are covered under this policy.
The details of complaints received and disposed off during the financial year 2024-25
are as follows:
S. No. |
Particulars |
Remarks |
1 |
Number of complaints of sexual harassment received in the year |
Nil |
2 |
Number of complaints disposed off during the year |
Nil |
3 |
Number of cases pending for more than ninety days |
Nil |
4 |
Number of workshops or awareness programme against sexual harassment
carried out |
2 |
5 |
Nature of action taken by the employer or District Officer |
Nil |
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During financial year 2024-25, all contracts/ arrangements/ transactions entered into
by the Company with related parties were in the ordinary course of business and on an
arm's length basis. In Compliance with Regulation 23 of the Listing Regulations, all the
Related Party Transactions undertaken by the Company and its subsidiaries are placed
before the Audit Committee for prior approval, as required under the Act and Listing
Regulations. A statement of all Related Party Transactions of the Company and its
subsidiaries is placed before the Audit Committee for its review on a quarterly basis.
The Company has not entered into material contracts or arrangements or transactions
with related parties in accordance with Section 188 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014. There were no materially significant
Related Party Transactions made by the Company during the financial year that would have
required shareholders' approval under the Listing Regulations. Neither the Company has
entered into transactions not at arm's length.
Accordingly, the Company has no material related party transactions or transactions not
on arm's length requiring disclosure under Section 134(3)(h) of the Companies Act, 2013,
in Form AOC-2 attached to this report as Annexure - 5. Members may refer to Note
No. 3.5 to the Standalone Financial Statements, which sets out related party disclosures
pursuant to IND AS-24.
The Company has adopted policy on Related Party Transactions and the same can be
accessed on the Company's website at https://www.craftsmanautomation.
com/investors/wp-content /uploads /2022 /08 /11.-CAL- RPT-Policv.pdf.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:
Pursuant to Section 186 of the Act, disclosure on particulars relating to loans,
advances, guarantees and investments are provided as part of the financial statements in
notes to the Standalone Financial Statements.
16. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (NO. 31 OF 2016) DURING THE FINANCIAL YEAR:
No application was made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (No 31 of 2016) during the financial year 2024-25.
17. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:
No one-time settlement was done with any Bank / Financial Institutions during the
financial year under review.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There were no significant/material orders passed by the regulators or courts or
tribunals during the financial year 2024-25, impacting the going concern status and the
Company's operations in the future.
19. ANNUAL RETURN:
Pursuant to Section 92(3) and 134(3)(a) of the Act, the Annual Return of the Company
prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies
(Management and Administration) Rules, 2014 is placed on the website of the Company and is
accessible at the weblink: https://www.craftsmanautomation.com/investors/annual-reports/.
20. CREDIT RATING:
During the year under review, CRISIL Ratings Limited, a credit rating agency registered
with the Securities and Exchange Board of India, has reaffirmed the credit rating assigned
to the long-term loan facilities as AA-/Stable and for the short-term loan facilities with
A1+ vide letter dated 10th May, 2024 and 13th August, 2024.
21. DEPOSITS:
The Company has not accepted any deposits falling within the meaning of Section 73 or
74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, during the
financial year and as such, no amount on account of principal or interest on deposits from
public was outstanding as on 31st March, 2025.
22. AWARDS AND RECOGNITIONS:
The Company has always been singled out by its customers as a supplier partners known
for its reliability and quality.
During the year, the Company has received the following awards:
Outstanding Quality Performance Award - 2024 |
Walvoil Fluid Power |
Quality Performance Award - 2024 |
Ashok leyland |
Supplier Excellence Recognition Award - 2024 |
Caterpillar Inc. |
Appreciation & Best Supplier Award - 2024 |
MHI- Mitsubishi Heavy Industries Machinery Systems. |
Excellent Supplier Award |
RMGT |
Appreciation for Excellent Support in Component Supply -
2024 |
Mahindra & Mahindra |
Entrepreneur & Leadership Award - 2024 |
JCB |
Outstanding Performance Scale Award-2024 |
CII |
Best Supply Chain Management Automotive Division- Feb 2025 |
Mahindra & Mahindra |
Iconic Brand of Coimbatore Award 2025 |
ICCI & The Advertising Club - Coimbatore |
23. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE:
23.1 Details of Foreign Wholly Owned Subsidiary:
CRAFTSMAN EUROPE B.V., THE NETHERLANDS
During the year under review, Craftsman Europe B.V., Wholly Owned Subsidiary has posted
a turnover of Rs.13.20 Crores ( 14.56 Lakhs) in financial year 2024-25 as against
Rs.20.00 Crores ( 22.27 Lakhs) in the financial year 2023 - 24. The profit for the
financial year 2024-25 amounted to C0.85 Crores as compared to Rs.2.16 Crores in the
financial year 2023-24.
CRAFTSMAN GERMANY GMBH, GERMANY
During the year under review, the Company had acquired 100% of the share capital of
Craftsman Germany GmbH, Germany, along with its subsidiary, Craftsman Fronberg Guss GmbH,
Germany, on 22nd July, 2024. Consequently, Craftsman Germany GmbH became a
Wholly Owned Subsidiary and Craftsman Fronberg Guss GmbH became a Stepdown Subsidiary of
the Company with effect from that date.
Further, on 1st October, 2024, Craftsman Fronberg Guss GmbH had acquired the
assets of Fronberg Guss GmbH and commenced operations as a manufacturing entity engaged in
producing cast iron components for stationary engines. On the same date, Craftsman Germany
GmbH had acquired 100% of the Equity stake of Craftsman Fronberg Guss Immobilien GmbH,
thereby making it a Stepdown Subsidiary of the Company with effect from 1st
October, 2024.
Craftsman Germany GmbH, along with its subsidiaries, has posted a turnover of Rs.130.54
Crores ( 143.30 Lakhs) and the profit for the financial year 2024-25 amounted to
Rs.1. 17 Crores.
23.2 Details of Indian Subsidiary:
DR AXION INDIA PRIVATE LIMITED:
During the year under review, the Company had acquired 24% of the remaining Equity
Share Capital of DR Axion India Private Limited ("DR Axion"). Consequently, DR
Axion became a Wholly Owned Subsidiary of the Company w.e.f. 1st July, 2024. DR
Axion has posted a turnover of Rs.1298.52 Crores for the financial year 2024-25 as
against Rs.1246.15 Crores in the financial year 2023-24. The profit for the financial year
2024-25 amounted to Rs.12712 Crores as compared to Rs.136.89 Crores in the financial year
2023-24.
SUNBEAM LIGHT WEIGHTING SOLUTIONS PRIVATE LIMITED:
During the year under review, the Company had acquired 100% paid-up capital of Sunbeam
Lightweighting Solutions Private Limited ("Sunbeam"). Accordingly, w.e.f. 9th
October, 2024, Sunbeam became a Wholly Owned Subsidiary of the Company. Sunbeam has posted
a turnover of Rs.584.62 Crores and loss of Rs.10.70 Crores from the date of acquisition
till 31st March, 2025.
23.3 Details of Joint Venture Company:
CARL STAHL CRAFTSMAN ENTERPRISES PRIVATE LIMITED:
Carl Stahl Craftsman Enterprises Private Limited is an associate Company in which the
Company is holding 30% of Equity Shares, posted a turnover of Rs.78.36 Crores in financial
year 2024-25 as against the Rs.76.72 Crores in financial year 2023-24. The Profit for
financial year 2024-25 was Rs.3.33 Crores as against the profit of Rs.2.82 Crores in
financial year 2023-24.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing salient features of the financial statements of the
Company's Subsidiaries and Associate Company in Form No. AOC-1 is attached to this report
as Annexure - 6.
24. CHANGE IN NATURE OF BUSINESS:
During the year under review, there has been no change in the Company's nature of
business.
25. DIRECTORS:
The Board of the Company is duly constituted. None of the Directors of the Company are
disqualified under the provisions of the Act or the Listing Regulations.
In accordance with the provisions of the Act and Articles of Association of the
Company, Mr. Ravi Gauthamram (DIN: 06789004), Whole Time Director, retires by rotation and
being eligible, offers himself for re-appointment at the ensuing Annual General Meeting
(AGM). His reappointment is placed for approval of the members and forms part of the
notice of the 39th AGM. The information about the Director seeking his
re-appointment as per Para 1.2.5 of Secretarial Standards on General Meetings and
Regulation 36(3) of the Listing Regulations has been given in the notice convening the 39th
AGM.
26. KEY MANAGERIAL PERSONNEL:
Pursuant to Section 2(51) and 203 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial
Personnel (KMP) of the Company:
i. Mr. Srinivasan Ravi, Chairman and Managing Director;
ii. Mr. Ravi Gauthamram, Whole Time Director;
iii. Mr. C.B.Chandrasekar, Chief Financial Officer;
iv. Mr. Thiyagaraj Damodharaswamy, Chief Operating Officer -Powertrain;
v. Mr. Shainshad Aduvanni, Company Secretary.
The remuneration and other details of these KMP for financial year 2024-25 are provided
in the Annual Return, which is available on the website of the Company.
27. COMMITTEES:
As per the requirements of the Act and Listing Regulations, the following committees
were constituted. The composition and the meeting of committees held during the year are
as follows:
i. Audit Committee:
The Composition of the Audit Committee (AC):
1. Mr. Tamraparni Srinivasan Venkata Rajagopal, Independent Director (Chairman);
2. Mr. Sundararaman Kalyanaraman,
Independent Director (Member);
3. Mrs. Vijaya Sampath, Independent Director (Member);
4. Mrs. Rajeswari Karthigeyan, Independent Director (Member).
During the financial year 2024-25, the AC met five times on 27th April,
2024, 24th July, 2024, 10th October, 2024, 23rd October,
2024 and 29th January, 2025.
ii. Nomination and Remuneration Committee:
The Composition of the Nomination and Remuneration Committee (NRC):
1. Mrs. Vijaya Sampath, Independent Director (Chairperson);
2. Mr. Sundararaman Kalyanaraman,
Independent Director (Member);
3. Mr. Tamraparni Srinivasan Venkata Rajagopal, Independent Director (Member).
During the financial year 2024-25, the NRC met three times on 27th April,
2024, 24th July, 2024 and 29th January, 2025.
iii. Stakeholders Relationship Committee:
The Composition of the Stakeholders Relationship Committee (SRC):
1. Mr. Sundararaman Kalyanaraman,
Independent Director (Chairman);
2. Mr. Srinivasan Ravi, Chairman and Managing Director (Member);
3. Mrs. Rajeswari Karthigeyan, Independent Director (Member).
During the financial year 2024-25, the SRC met once on 29th January, 2025.
iv. CSR Committee:
The Composition of the Corporate Social Responsibility (CSR) Committee:
1. Mr. Srinivasan Ravi, Chairman and Managing Director (Chairman);
2. Mr. Tamraparni Srinivasan Venkata Rajagopal, Independent Director (Member);
3. Mrs. Vijaya Sampath, Independent Director (Member).
During the financial year 2024-25, the CSR Committee met two times on 27th
April, 2024 and 29th January, 2025.
v. Risk Management Committee:
The Composition of the Risk Management Committee (RMC):
1. Mr. Srinivasan Ravi, Chairman and Managing Director (Chairman);
2. Mr. Ravi Gauthamram, Whole Time Director (Member);
3. Mr. Sundararaman Kalyanaraman,
Independent Director (Member);
4. Mr. C.B.Chandrasekar, Chief Financial Officer (Member);
During the financial year 2024-25, the RMC met two times on 27th August,
2024 and 20th March, 2025.
vi. Management Committee:
The Composition of the Management Committee:
1. Mr. Srinivasan Ravi, Chairman and Managing Director (Chairman);
2. Mr. Ravi Gauthamram, Whole Time Director (Member).
During the financial year 2024-25, no meeting of Management Committee was held.
vii. Fund Raising Committee:
The Board had constituted a Fund Raising Committee at their meeting held on 27th
April, 2024 for facilitating fund raising with the following Members:
1. Mr. Srinivasan Ravi, Chairman and Managing Director (Chairman);
2. Mr. Ravi Gauthamram, Whole Time Director (Member).
3. Mr. Sundararaman Kalyanaraman, Independent Director (Member);
During the financial year 2024-25, the Fund Raising Committee met three times; once on
18th June, 2024, and twice on 21st June, 2024.
28. INTERNAL FINANCIAL CONTROLS:
A. Internal Financial Controls and their Adequacy
In terms of Section 134(5)(e) of the Act, the term Internal Financial Control means the
policies and procedures adopted by a Company for ensuring orderly and efficient conduct of
its business, including adherence to Company's policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and completeness of the accounting
records, and timely preparation of reliable financial information.
Internal Control Over Financial Reporting (ICFR) remains an important component to
foster confidence in a Company's financial reporting, and ultimately, streamlining the
process to adopt best practices. Your Company, through Internal Audit Program, is
regularly conducting test of effectiveness of various controls. The ineffective and
unsatisfactory controls are reviewed and remedial actions are taken immediately. The
internal audit plan is also aligned to the business objectives of the Company which is
reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the
adequacy and effectiveness of your Company's internal control framework.
Adequate internal financial controls are in place which ensures the reliability of
financial and operational information. The regulatory and statutory compliances are also
ensured. The Oracle enterprise wide resource platform deployed in the Company enables the
business processes and also ensures financial discipline and fosters accountability.
29. AUDITORS & AUDITORS REPORT:
A. Statutory Auditors
The Shareholders at their meeting held on 20th May, 2020 had appointed M/s.
Sharp & Tannan, Chartered Accountants, A-Wing, 602, Anna Salai, Chennai - 600 006
(Firm Registration No: 003792S), as the Statutory Auditors of the Company for a second
term term of 5 years from the conclusion of the 34th AGM (2020) till the
conclusion of 39th AGM (2025).
The Board of Directors at their meeting held on 13th June, 2025, based on
the recommendation of the Audit Committee, had approved and recommended to the Members,
the re-appointment of M/s. Sharp & Tannan, Chartered Accountants as the Statutory
Auditors of the Company a second term of 5 years from the conclusion of the 39th AGM
till the conclusion of the 44th AGM (i.e., from the financial year 2025-26 to
financial year 2029-30).
B. Statutory Audit Report
There are no qualifications, reservations or adverse remarks made by M/s. Sharp &
Tannan, Statutory Auditors in their report for the financial year ended 31st
March, 2025.
C. Internal Auditor
M/s. Kumbhat and Co LLP Chartered Accountants, Coimbatore, who are the Internal
Auditors, have carried out internal audit for the financial year 2024-25. Their reports
were reviewed by the Audit Committee.
D. Cost Auditor
During the financial year 2024-25, the Company was required to maintain cost records
under the Companies (Cost Records and Audit) Rules, 2014. Accordingly, cost records have
been maintained by the Company, which are being audited by M/s. S. Mahadevan & Co,
Cost Accountants, Coimbatore (Firm Registration No. 000007).
In accordance with Section 148 of the Act, the Board of Directors of the Company at
their meeting held on 13th June, 2025, on recommendation of the Audit
Committee, has re-appointed M/s. S. Mahadevan & Co, Cost Accountants, Coimbatore,
(Firm Registration No: 000007) as the Cost Auditors to conduct the Audit of the Cost
Accounting Records maintained by the Company for the financial year 2025-26. M/s. S.
Mahadevan & Co have confirmed that their appointment is within the limits of Section
141(3)(g) of the Act and has also certified that they are free from any disqualifications
specified under Section 141(3) read with Section 148(5) of the Act.
As per the provisions of the Act, a resolution seeking Members' ratification for the
remuneration payable to M/s. S. Mahadevan & Co, Cost Auditors for the financial year
2025-26 is included at item no 6. of the Notice convening the 39th AGM.
E. Secretarial Auditor and Secretarial Audit:
Pursuant to the Section 204 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed
M/s. KSR & Co Company Secretaries LLP (LLPIN: AAB-3259) Coimbatore as the Secretarial
Auditors of the Company to undertake the Secretarial Audit of the Company for the
financial year 2024-25.
The Secretarial Audit Report in Form MR-3 forms part of the Directors' Report as Annexure
- 7.1. The report does not contain any qualification, reservation, adverse remark or
disclaimer.
The Secretarial Audit Reports of DR Axion India Private Limited and Sunbeam
Lightweighting Solutions Private Limited, ("the Wholly Owned Subsidiaries") in
Form MR-3 are attached to this report as Annexure - 7.2 and as Annexure-7.3. The
Secretarial Audit Report of the Wholly Owned Subsidiaries do not contain any
qualification, reservation, adverse remark or disclaimer.
The Board of Directors at their meeting held on 13th June, 2025, based on
the recommendation of the Audit Committee, had approved and recommended to the Members,
the appointment of M/s. KSR & Co Company Secretaries LLP (LLPIN: AAB-3259) Practicing
Company Secretaries as the Secretarial Auditors of the Company for a term of 5 years from
the financial year 2025-26 to financial year 2029-30.
F. Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year ended 31st March,
2025, for all applicable compliances as per Regulation 24A of the Listing Regulations and
Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by
M/s. KSR & Co Company Secretaries LLP, was submitted to the Stock Exchanges as per the
Listing Regulations.
G. Reporting of Frauds by Auditors:
During the year under review, the Statutory Auditors, Internal Auditor, Cost Auditors
and Secretarial Auditors have not reported any instance of fraud committed in the Company
by its Officers or Employees to the Audit Committee under Section 143(12) of the Act and
the rules made thereunder.
30. MEETINGS OF THE BOARD AND COMMITTEES:
During the financial year 2024-25, the Board of Directors had met Seven (7) times and
the details of the meetings of the Board and its Committees are given in the Corporate
Governance Report (Annexure 2). The gap intervening between two meetings were
within the time prescribed under the Act and Listing Regulations.
Details of attendance of meetings of the Board, its Committees and the Annual General
Meeting/ Postal Ballot are included in the Report on Corporate Governance, which forms
part of this Annual Report.
31. MEETING OF INDEPENDENT DIRECTORS:
In terms of requirements under Schedule IV of the Act and Regulation 25(3) of Listing
Regulations, a separate meeting of the Independent Directors was held on 22nd October,
2024 and 20th March, 2025.
The Independent Directors at the meeting, inter alia, reviewed the following: -
Performance of Non-Independent Directors and the Board as a whole.
Performance of the Chairman of the Company, considering the views of Executive
Directors and Non-Executive Directors.
The quality, quantity and timeliness of the flow of information between the
Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
32. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from each Independent Director of the Company
under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations confirming
compliance with the criteria of independence as stipulated under Section 149(6) of the Act
and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the
circumstances which may affect their status as Independent Directors during the financial
year 2024-25.
All Independent Directors of the Company have affirmed compliance with Schedule IV of
the Act and the Company's Code of Conduct for Directors and Employees for the financial
year 2024-25.
All the Independent Directors of the Company have registered themselves with the Indian
Institute of Corporate Affairs ('IICA') towards the inclusion of their names in the data
bank and they meet the requirements of the proficiency self-assessment test.
33. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which, in the judgment of the Board, may affect the
independence of the Directors.
34. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has adopted a familiarization programme for Independent Directors with an
objective of making the Independent Directors of the Company accustomed with the business
and operations of the Company through various structured orientation programme. The
familiarization programme also intends to update the Directors on a regular basis on any
significant changes therein so as to be in a position to take well-informed and timely
decisions.
The details of the familiarization programme undertaken have been uploaded on the
Company's website and the same is accessible at the web-link https://
www.Craftsmanautomation. Com /investors/corporate-governance/#2
35. PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES:
Pursuant to the provisions of the Act, Listing Regulations and as per Guidance Note on
Board Evaluation issued by SEBI on 5th January, 2017, the Board has carried out
annual performance evaluation of its own performance, the Directors individually as well
as evaluation of the working of its Committees at their meeting held on 29th
January, 2025.
The Nomination and Remuneration Committee has defined the evaluation criteria for the
performance evaluation of individual Directors, the Board and its Committees. The
performance of the Board, its committees and individual Directors was evaluated by the
Board after seeking inputs from all the respective Committee members and Directors.
36. DIRECTORS' APPOINTMENT AND REMUNERATION POLICY:
The Company has, on the recommendation of the Nomination & Remuneration Committee,
framed and adopted a Nomination and Remuneration Policy in terms of the Section 178 of the
Act with effect from 02nd July, 2018. The policy, inter alia lays down the
principles relating to appointment, cessation, remuneration and evaluation of Directors,
Key Managerial Personnel and Senior Management Personnel of the Company.
The Nomination & Remuneration Policy of the Company is available on the website of
the Company at web-link https://www.craftsmanautomation.com/investors/wp-content/ uploads
/2022/08/3.-CAL-No mination-Remuneration-and- Board-Evaluation-Policy.pdf.
37. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The details as required under Section 197(12) of the Act and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure
- 8 of this Report.
In terms of provisions of Section 197(12) of the Act and Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing
names of the employees drawing remuneration and other particulars, as prescribed in the
said Rules forms part of this report. However, in terms of first proviso to Section 136(1)
of the Act, the Annual Report, excluding the aforesaid information, is being sent to the
members of the Company. The said information is available for inspection at the Registered
Office of the Company during working hours and any member who is interested in obtaining
these particulars may write to the Company Secretary of the Company.
During the year, the Company had no employee who was employed throughout the financial
year or part thereof and was in receipt of remuneration, which in the aggregate, or as the
case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing
Director or Whole-Time Director or Manager and holds by himself or along with his spouse
and dependent children, not less than 2% of the Equity Shares of the Company.
38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by
the Company from an environmental, social and governance perspective for the financial
year 2024-25 have been given in the Business Responsibility and Sustainability Report
(BRSR) as per the format specified by SEBI Circular No. S E BI/H O/C F D/C F D-S E
C-2/P/CIR/2023/122 dated 12th July, 2023, which forms part of this report as Annexure
- 9. The Company's ESG profile can be accessed through
39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The information pertaining to details of conservation of energy, technology absorption,
foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows:
A) Conservation of energy:
I Steps taken or impact on conservation of energy
a) The Company is replacing low Efficient Screw Air Compressor with new High Capacity
and Efficient Air Compressors, which results in energy saving and reducing no of
compressors.
b) The existing LED lamps are replaced with high coverage and high-efficiency LED
lamps, due to which number of fitting are reduced.
c) 3 different capacity STPs converted into one single capacity STP
d) 90% of stabilizers were removed from the system by installing a standby capacity UPS
system.
e) Screw Compressors were shifted to new high ventilated rooms as a result, Efficiency
has improved.
f) The Company is in the process of using LNG instead of LPG for Melting Furnaces and
PNG DG sets instead of Diesel Generator Set
g) A dedicated 33 KV feeder availed for Kothavadi for uninterrupted power and pure
voltage, resulting in reduced diesel consumption because of very less power cuts.
h) 15 nos industrial fans replaced with 1 number energy efficient HVLS fan.
II Steps taken by the Company for utilizing an alternate source of energy
a) The Company is planning to purchase more volume of power from Third Party Wind and
solar Energy.
b) In the Company's unit 3 plant located at Arasur, the Company is in the process of
converting the incoming Government EB Power from 33KV HT Supply to 110KV EHT Supply for
uninterrupted quality power, which will aid for energy savings.
c) The Company has installed a DC: 800KW/ AC 700KW Solar rooftop plant in Unit 3 plant,
located at Coimbatore.
III Capital investment on energy conservation equipment's
a) Solar Roof Top Plant
b) HT to EHT Conversion Power Project
c) PNG Generator sets (Piped Natural Gas)
B) Technology Absorption:
The Company has effectively integrated and absorbed general technology in the area of
UPS Cooling System, Generator by ordering PNG Generator sets instead of Diesel Generator
sets and power consumption from 800Kw Roof Top Solar Power Plant.
The expenditure incurred on Research and Development
The Company has not incurred any expenditure on Research and Development.
C) Foreign Exchange earnings and Outgo:
Details of earnings accrued and expenditure incurred in foreign currency are as given
below.
Foreign Exchange Earnings |
Rs.196.42 Crores |
Foreign Exchange Outgo |
Rs.703.30 Crores |
40. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in Section 134(3)(c) of the Act
shall state that:
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and
profit of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
41. SECRETARIAL STANDARDS:
The Company is in compliance with the Secretarial Standards on Meetings of Board of
Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India.
42. PROHIBITION OF INSIDER TRADING:
In terms of the provisions of the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, as amended ("PIT Regulations"), the
Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report
Trading by Insiders" ("the Code"). The Code is applicable to all Directors,
Designated persons and Connected Persons and their immediate relatives, who have access to
Unpublished Price Sensitive Information relating to the Company.
The Company has also formulated a 'Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information (UPSI)' in compliance with the PIT Regulations.
The aforesaid Codes are posted on the Company's website and can be accessed by using
web link at https:// www.craftsmanautomation.com/investors/wp-content/
uploads/2022/08/6.-CAL-Code-of-Con duct-under-SEBI- PITpdf and
https://www.craftsmanautomation.com/
investors/wp-content /uploads / 2022/08/7-CAL-Code-of- Fair-Disclosure-of-UPSI.pdf
43. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR:
In the opinion of Board of Directors of the Company, Independent Directors on the Board
of Company hold highest standards of integrity and are highly qualified, recognized and
respected individuals in their respective fields. It's an optimum mix of expertise
(including financial expertise), leadership and professionalism.
44. CEO/CFO CERTIFICATION
As required under Regulation 17(8) of the Listing Regulations, the Managing Director
and CFO of the Company have certified the accuracy of the Financial Statements and
adequacy of Internal Control Systems for financial reporting for the financial year ended
31st March, 2025. The Certificate is given in Annexure - 10.
45. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL
WITH THE COMPANY'S CODE OF CONDUCT:
The Code of Conduct of the Company aims at ensuring consistent standards of conduct and
ethical business practices across the Company. This Code is available on the website of
the Company at weblink https:// www.craftsmanautomation.com/investors/wp-content/ uploads/
2022/08/10.-CAL-Code-of-Conduct-for-Directors- and-SM.pdf. Pursuant to the Listing
Regulations, a confirmation from the Managing Director regarding compliance with the Code
by all the Directors and Senior Management of the Company is given in Annexure - 11.
46. CAUTIONARY STATEMENT:
The Annual Report including those which relate to the Directors' Report, Management
Discussion and Analysis Report may contain certain statements on the Company's intent
expectations or forecasts that appear to be forward-looking within the meaning of
applicable securities laws and regulations while actual outcomes may differ materially
from what is expressed herein. The Company bears no obligations to update any such forward
looking statement. Some of the factors that could affect the Company's performance could
be the demand and supply for Company's product and services, changes in Government
regulations, tax laws, forex volatility etc.
47. ACKNOWLEDGEMENTS:
The Directors take this opportunity to thank the Shareholders, Bankers and the
Financial Institutions for their cooperation and support to the operations and look
forward for their continued support in future. The Directors also thank all the customers,
vendor partners, and other business associates for their continued support during the
financial year. The Directors place on record their appreciation for the hard work put in
by all employees of the Company.
|
For and on behalf of the Board of Directors |
|
Srinivasan Ravi |
Place: Coimbatore |
Chairman and Managing Director |
Date: 13th June, 2025 |
DIN:01257716 |
|