|
Your directors have the pleasure of presenting their 50th Annual Report along with the
Audited Financial Statements for the Financial Year Ended 31st March, 2025 (the Financial
Year).
FINANCIAL & OPERATIONAL PERFORMANCE HIGHLIGHTS
In compliance with the provisions of the Companies Act, 2013 ('Act'), and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') the
Company has prepared its financial statements as per Indian Accounting Standards (Ind AS)
for the FY 2024-25. The highlights of the financial results of the Company, extracted from
the audited financial statements for the FY 2024-25 and previous FY 2023-24, are as under:
(Rs. in Crores)
Particulars |
Year ended 31st March, 2025 |
Year ended 31st March, 2024 |
Net Revenue from Operations |
377.76 |
307.52 |
Other Income |
1.73 |
0.96 |
Total Revenue |
379.49 |
308.48 |
Profit before Depreciation, Finance Charges and Tax |
14.47 |
13.67 |
Finance Costs |
2.32 |
2.78 |
Depreciation & Amortization Expense |
4.28 |
4.10 |
Exceptional Items |
|
-- |
Profit Before Tax |
7.87 |
6.78 |
Tax Provision |
|
-- |
- Current |
2.18 |
1.56 |
- Deferred |
0.30 |
0.12 |
Profit After Tax |
5.40 |
5.10 |
Other Comprehensive Income |
(0.12) |
(0.25) |
Total Comprehensive Income |
5.27 |
4.84 |
REVIEW OF OPERATIONS
In the Financial Year the overall Indian economy performed well, and this positive
trend extended to the automotive and Agri-implements sectors in which your Company
operates and achieved an increase in revenue, with a growth rate of 23% compared to the
previous year.
Resultant to above factors, the Company has achieved highest ever sales volume in the
Financial Year 2024-25 and achieved PBT with a 16% jump in margins over previous financial
year.
It is important to note that your company's performance in the automotive and
agriculture segments is influenced by various factors, including economic growth, new
production facilities, monsoon patterns, automation in the agricultural sector, and the
purchasing power of buyers. These factors play a significant role in shaping the
performance and prospects of your company in these sectors.
Automotive Components: -
For the year under review, the Indian automotive industry (except Two-wheeler)
witnessed growth of 3.5% which includes Passenger Vehicle Industry growth of 3.7 % and
Commercial Vehicle Industry grew by 2.8% However, your company had shown de-growth of 10 %
which includes de-growth in seat mechanisms for passenger vehicle of 11 % and growth of
126 % in seats for commercial vehicle.
Agriculture Implements: -
For the year under review, the Indian tractor industry had shown growth of 6.7% and
your company had also recorded growth of 11.5% by achieving sales volume of 2.16 lakh
seats for tractor against previous year volume of 1.93 lakhs, and in case of
Agri-implements, sales volume grew to 0.35 lakh units against 0.25 lakh units of previous
year resulting into growth of 44%.
The revenue of your company reached Rs. 377.76 Crore against previous year
figures of INR 307.51 Crore showing a significant growth of 23% and on the similar growth
trend the profit before tax stood at Rs. 7.87 Crore against previous year profit
before tax of Rs. 6.78 crores. Profit before depreciation, finance and tax was Rs.
14.47 Crore against previous year figure of Rs. 13.67 Crore, total comprehensive
income was Rs. 5.27 Crore in comparison to Rs. 4.84 Crore of previous year which
results into earning per share of Rs. 21.99 against previous year figure of Rs.
20.21.
DIVIDEND
The Board of Directors have recommended the Final Dividend of Rs. 2.5 per share (i.e.
25% of face value of Rs. 10 each) for the financial year ended March 31, 2025, subject to
the approval of the members at the ensuing Annual General Meeting. The dividend, if
approved by the members of the Company, will be paid within 30 days of the Annual General
Meeting. The total cash outflow on account of final dividend for the financial year
2024-25 will be Rs. 1.20 Crore.
Pursuant to the amendments introduced in the Income-tax Act, 1961 vide Finance Act,
2020, w.e.f. April 1, 2020, Dividend Distribution Tax (DDT), stands abolished. Instead,
dividend income is now taxable in the hands of shareholders and subject to tax deduction
at source (TDS) under the Income-tax Act, 1961.
RESERVES
The Company has not transferred any amount to the general reserve during the period
under review. SHARE CAPITAL
The Authorised share capital of the Company during the period under review was Rs.
10,50,00,000/- (Indian Rupees Ten Crores Fifty Lakhs only) against Rs 3,50,00,000/- which
has been increased via shareholders approval dated 14th March, 2025 through Postal ballot.
The issued and paid-up Share Capital of the Company remained unchanged during the year and
stood at Rs. 2,39,77,130 (Indian Rupees Two Crore Thirty Nine Lakh Seventy Seven Thousand
One Hundred Thirty only) at the end of the financial year 2024-25.
Persuant to the approval of the shareholders on dated 14th March, 2025 via postal
ballot and subsequent approvals from stock exchange i.e. BSE Ltd, the company has issued
bonus shares on 4th April, 2025 in the ratio of 1:1 i.e one (1) equity share of face value
of Rs. 10/- each for every one (1) existing equity share of face value of Rs. 10/-.
Accordingly, 23,97,713 equity shares got allotted to the eligible share holders on the
record date (i.e April 4, 2025) as Bonus Equity Shares. Furtherance to this, issued and
paid-up Equity Share Capital of the company would get increased to Rs 479.54 Lakhs from Rs
239.77 Lakhs by capitalizing General Reserve.
DEPOSITS
The Company has not accepted any deposit and as such, no amount of principal or
interest was outstanding at the end of the financial year.
INDUSTRIAL RELATIONS
In today's dynamic business environment, the foundation of our Industrial and employee
relation framework is rests on the strong pillars of Employee Centricity, building and
sustaining a positive work culture characterized by innovation, productivity, and
competitiveness , backed with strong focus on fostering employee wellbeing, capability
building to ensure a future ready workforce to build a performance driven organization. We
ensure strong employee relations which is not just limited to managing personnel issues
but it fosters a culture where employees feel valued, supported, and motivated to
contribute to the company's success.
Employee Centricity
Employee centricity is one of the cornerstones of our employee relations. Our efforts
are directed towards prioritizing the needs and aspirations of employees while aligning
them with organizational goals. By understanding and addressing the concerns, aspirations,
and motivations of the workforce, we have created an environment where employees feel
valued. This involves providing clear communication channels, listening to employee
feedback, and implementing policies that reflect their needs.
Positive Work Culture
Creating a positive work culture is another area of focus to maintain high employee
morale and productivity. We believe in fostering a culture of respect, collaboration, and
support. This is being achieved by promoting teamwork, recognizing and rewarding employee
contributions, and ensuring a safe and inclusive workplace. Our leadership team also play
a pivotal role here, both our managers and supervisors always lead by example,
demonstrating behaviours that promote positivity and mutual respect.
Employee Well-being
Employee well-being especially having access to health care benefits, wellness
programs, and a safe working environment are fundamental aspects of our employee relation
framework. This includes both physical and mental health. All our HR policies are designed
and periodically updated in line with the idea of providing work life balance which
improves productivity and also reduces absenteeism and turnover rates.
Capability Building
Investing in capability building is vital for our company to stay competitive and be
future ready. As the industry evolves, so too must the skills of its workforce.
In line with our objective of capability building and developing a future-ready
workforce, we have implemented numerous training and engagement programs throughout the
year. These initiatives encompass a wide range of areas, including behavioural programs
for enhancing team and individual effectiveness, safety and environmental training,
quality tools skill building programs, continuous improvement practices, result
orientation, relationship management, and decision-making skills. Our proactive and
employee-centric shop floor practices have also thrived as we offer training programs,
workshops, and opportunities for continuous learning which help employees to enhance their
skills and stay updated with the latest technological advancements. This not only benefits
the company by having a skilled workforce but also empowers employees, making them feel
more confident and valued in their roles.
To be specific on building a Future-Ready Workforce and Teams, we have embarked on the
journey of Talent management and rolling out the Competency Framework for our company.
The competency framework will help us to identify right talent which can be groomed and
prepared for future talent needs and succession planning. Coupled with it, encouraging a
culture of continuous learning, adaptability, and innovation will ensure that our company
remains competitive in the long term.
Leadership Effectiveness and Performance-Driven Organization
Leadership effectiveness is a key driver of a performance-oriented organization. Our
leadership team is perfectly aligned to achieving organizational goals. We believe in
setting clear goals, providing regular feedback, and fostering an environment where
performance is recognized and rewarded. Being a performance-driven culture we encourage
employees to take ownership of their work, strive for excellence, and contribute to the
company's overall success. Effective leadership ensures that the organization's vision is
communicated clearly, and that employees are aligned with the company's goals.
As we move forward into Financial Year 2025-26, we remain dedicated to nurturing a
positive industrial relations environment, continuously improving our work culture, and
upholding the principles of employee- centricity and proactive practices throughout our
organization.
SAFETY OCCUPATIONAL HEALTH AND ENVIRONMENT
Our Company remained committed towards excellence in Safety, Occupational Health, and
Environment in the year 2024-25.
Safety, Occupational Health, and Environment are critical pillars in maintaining a safe
and productive workplace. While we have a well-established Safety, Occupational, and
Environmental Policy that prioritizes the safety of our employees, plant, equipment, and
the general public and ensures compliance with all relevant statutory rules and
regulations on a regular basis. Our employees are also proactive in adhering to safety
protocols, reporting hazards, and participating in safety training to mitigate risks. We
believe in promoting voluntary individual efforts at the work level in fostering a
safety-conscious culture.
Our Organizational commitment to Safety, Occupational Health, and Environment is
paramount and is equally vital, with regular audits and strict compliance ensuring
adherence to industry standards and legal requirements we identify potential risks and
implement corrective actions promptly as per guidelines.
Moreover, our focus on proactive and preventive measures is essential. We organize the:
"World Environment Day" and T ree Plantation each year as our commitment to
green workplace and service to the mother Earth. As an organization we invest heavily in
continuous training, safety drills, and the implementation of advanced safety technologies
to anticipate and prevent accidents.
We organize National Safety Week in our organization to foster employees commitment for
safety and "ZERO ACCIDENT" during the year. Additionally, we conduct statutory
safety audits of our facilities as required by law and promote eco-friendly activities. As
part of our ongoing commitment to improving the wellbeing of our employees, we regularly
organize Medical Check-ups, encompassing both curative and preventive measures, to keep a
strong check on any potential risk of Occupation health challenges. Furthermore, we
educate our employees on Industrial Hygiene in the workplace, reinforcing our dedication
to their safety and health. We are certified for Environment Health and Safety Management
System as ISO 14001:2015 and ISO 45001:2018.
By integrating these efforts into the company culture, both at the individual and
organizational levels, we have created a safe, healthy, and environmentally responsible
workplace.
SUSTAINABILITY INITIATIVE
In the year 2024-25, your Company maintained its steadfast commitment to environmental,
social, and governance parameters. We strongly believe in sustainability, which we define
as "Building enduring business by rejuvenating the environment and enabling
stakeholders to grow." Throughout the year under review, we took several impactful
actions across all aspects of our operations, focusing on three key pillars: Environment,
Manpower, and Margins.
Under the pillar of Environment, we implemented a range of initiatives to minimize our
ecological footprint and contribute to environmental preservation. This included adopting
energy-efficient practices, reducing waste generation, and promoting the use of renewable
resources. We actively pursued environmentally friendly alternatives and encouraged
sustainable practices throughout our value chain.
In this respect we have increased the plantation of new trees in the campus, introduced
the use of the LPG in our existing manufacturing process, in replacement to the HSD, which
has substantially reduced and controlled the air pollution.
In terms of manpower, we prioritized the well-being and development of our employees.
We continued to invest in their training and skill enhancement, fostering a culture of
learning and growth. Additionally, we emphasized diversity and inclusion, ensuring equal
opportunities for all individuals within our organization. We also extended our efforts
beyond our workforce by engaging with communities and supporting social initiatives.
The third pillar, Margins, underscores our commitment to responsible financial
management. We implemented strategies to optimize our operations, improve cost-efficiency,
and enhance profitability while maintaining ethical business practices. We believe that
sustainable financial performance is crucial for long-term growth and delivering value to
our stakeholders.
By focusing on these three pillars - Environment, Manpower, and Margins - we aim to
create a positive impact and contribute to a more sustainable future. We remain dedicated
to upholding these principles and continually seek opportunities to further enhance our
ESG performance in the years ahead.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS INDUCTIONS, RE-APPOINTMENT/RE-DESIGNATIONS, RETIREMENT & RESIGNATIONS
The Company approved the continuation of Mr. Jamil Ahmad (DIN: 07171910) as a
Non-Executive Non-Independent Director of the Company, beyond the age of 75 years, vide
special resolution dated September 25th, 2024 passed at the Annual General Meeting.
In terms of Section 152 of the Companies Act, 2013 ("Act"), Mr. Jamil Ahmad
(DIN: 07171910) Non-Executive Non-Independent Director retires by rotation at the
forthcoming Annual General Meeting ("AGM") and being eligible, offers himself
for re-appointment.
Apart from the aforesaid, there were no changes in the Board of Directors.
KEY MANAGERIAL PERSONNEL (KMP)
The Board approved the change in the designation of Mr. Gagan Kaushik, the Company
Secretary and Compliance officer of the Company w.e.f. 11th November, 2024 to the Company
Secretary and General Counsel. Mr Kaushik is also the Compliance Officer of the Company.
As on the date of this report, your Company has following whole time KMP:
Mr. Rama Kant Sharma, Managing Director,
Mr. Gagan Kaushik, Company Secretary & General Counsel Ms. Namrata Jain, ED Finance
& CFO Mr. Kulvinder Singh, Finance Controller
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16 of Listing Regulations and there has been no change in the circumstances which may
affect their status as Independent Directors during the year. The Independent Directors
have also confirmed that they have complied with the Company's CODE OF CONDUCT for the
Directors and the Senior Management Personnel and also that they are not debarred from
holding the office of director pursuant to any SEBI order or any such authority as well as
they are independent of the management.
All the Independent Directors of the Company have registered themselves in the data
bank maintained with the Indian Institute of Corporate Affairs, Manesar ('IICA'). In terms
of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment &
Qualification of Directors) Rules, 2014, the Independent Directors are required to
undertake online proficiency self-assessment test conducted by the IICA within a period of
two (2) years from the date of inclusion of their names in the data bank. The Independent
Directors, whosoever is required, shall undertake the said proficiency test.
In the opinion of the Board all independent directors possess strong sense of integrity
and having requisite experience, qualification and expertise and are independent of the
management. For further details, please refer Corporate Governance Report.
POLICY ON NOMINATION, REMUNERATION AND BOARD DIVERSITY
The Company believes that building a diverse and inclusive culture is integral to its
success. A diverse Board, among others, will enhance the quality of decisions by utilising
different skills, qualifications, professional experience and knowledge of the Board
members necessary for achieving sustainable and balanced development. In terms of SEBI
Listing Regulations and Act, the Company has in place Nomination & Remuneration
Policy.
The said Policy of the Company, inter alia, provides that the Nomination and
Remuneration Committee shall formulate the criteria for appointment of Executive,
Non-Executive and Independent Directors on the Board of Directors of the Company and
persons in the Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of directors and other
matters as provided under sub-section (3) of Section 178 of the Act. The Policy also lays
down broad guidelines for evaluation of performance of Board as a whole, Committees of the
Board, individual Directors including the chairperson and the Independent Directors. The
Policy encourages the appointment of women at senior executive levels and thereby
promoting diversity. The Policy is designed to attract, recruit, retain and motivate best
available talent.
During the financial year under review, no changes have been carried out in the said
Policy. The Nomination and Remuneration Policy is available on the website of the Company
and can be accessed via. https:// salautomotive. in/policies/.
ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Act, the Board is required to carry out annual
evaluation of its own performance and that of its Committees and individual Directors. The
Nomination and Remuneration Committee (NRC) of the Board also carries out evaluation of
every Director's performance. Accordingly, the Board and NRC of your Company have carried
out the performance evaluation during the year under review.
For annual performance evaluation of the Board as a whole, it's Committee(s) and
individual Directors including the Chairman of the Board, the Company has formulated a
questionnaire to assist in evaluation of the performance. Every Director is required to
fill the questionnaire related to the performance of the Board, its Committees and
individual Directors except himself by rating the performance on each question.
On the basis of the response to the questionnaire, a matrix reflecting the ratings was
formulated and placed before the Board for formal annual evaluation by the Board of its
own performance and that of its committees and individual Directors. The Board was
satisfied with the evaluation results.
BOARD MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. The
Board met four (4) times in the financial year 2024-25. The period between any two
consecutive meetings of the Board of Directors of the Company was not more than120 days
and details of the Board Meetings and the attendance of the Directors are provided in the
Corporate Governance Report that forms part of this Annual Report.
AUDIT COMMITTEE
During and as at the end of the financial year under review, the Audit Committee
comprised of the following Directors viz. Mr. Kailash Nath Agarwal (Chairman of the
Committee), Mr. Rajiv Sharma and Mr. Uttam Sahay. The Company Secretary of the Company is
the Secretary of the Committee. All the recommendations made by the Audit Committee were
accepted by the Board.
For further details about all the Committees of the Board of Directors of the Company,
please refer the Corporate Governance Report which forms an integral part of this Annual
Report.
SUBSIDIARY / ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL
STATEMENTS
During the financial year under review, the Company was not having any subsidiary or
joint venture or associate company in terms of the provisions of the Act. Hence, the
Company is not required to prepare form AOC-1 with respect to performance of subsidiary or
joint venture or associate company.
TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND
During the Financial Year, the Company has transferred the unpaid/unclaimed dividend
amounting to Rs. 97,184 to the Investor Education and Protection Fund (IEPF) Account
established by the Central Government. The Company has also uploaded the details of unpaid
and unclaimed amounts lying with the Company as on 31st March , 2025 on the website of the
Company
https://salautomotive.in/unclaimed- dividend/.
Further, in terms of Section 124(6) of the Act read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF
Rules), as amended, during the year under review, the Company has transferred 775 equity
shares to the demat account of Investor Education and Protection Fund, details of which
are uploaded on the website of the Company
https://salautomotive.in/ unclaimed-dividend.
The shareholders whose unpaid dividend / shares are transferred to the IEPF can claim
the same by filing the prescribed Form as per the applicable provisions under the IEPF
Rules.
STATUTORY AUDITORS
M/s. Mangla Associates, Chartered Accountants (ICAI Firm Registration No.: 006796C),
Statutory Auditors of the Company were re-appointed at the 47th AGM of the Company to hold
the office as such for a period of 5 years from the conclusion of the AGM held in year
2022 until the conclusion of the 52nd AGM of the Company to be held in the year 2027.
AUDITORS' REPORT
The Auditors' Report read along with notes to accounts is self-explanatory and
therefore does not call for further comments. The Auditors' Report does not contain any
qualification, reservation, or adverse remark.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s A. Arora and Co., a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit
Report is annexed herewith as Annexure A.
The Secretarial Audit Report is self-explanatory and does not contain any
qualification, reservation, or adverse remark.
COST AUDITORS
The Cost Audit for financial year ended March 31,2025 was conducted by M/s. V . Kumar
& Associates. (FRN: 100137)
The Company has maintained accounts and records as specified under sub-section (1) of
148 of the Act. CORPORATE SOCIAL RESPONSIBILITY
During the financial year under review, the provisions of Section 135 of the Companies
Act, 2013 relating to Corporate Social Responsibility (CSR) were applicable to the
Company. CSR for SAL Automotive Limited is an integral part of its core values and
reflects its commitment to operate in an ethical and responsible manner. The Company
endeavours to meet and exceed the ethical, legal, and societal expectations through
sustainable initiatives that contribute meaningfully to the community.
In line with its philosophy of Good Corporate Citizenship, SAL Automotive Limited
continues to promote inclusive and sustained growth by enhancing value creation for the
society through its CSR initiatives. The CSR Policy of the Company, formulated and adopted
by the Board of Directors, provides a structured framework for planning, implementing, and
monitoring CSR activities.
During the year, the Company contributed an amount of Rs. 7,21,312 to the Anvi Medical
and Educational Foundation in fulfilment of its CSR obligation for the financial year
2024-25. As the CSR obligation for the year is below Rs. 50 Lakhs, the constitution of a
CSR Committee, as prescribed under Section 135(9) of the Act, is not applicable.
Accordingly, the responsibilities of the CSR Committee are being discharged by the Board
of Directors.
The Board oversees the formulation, implementation, and monitoring of CSR activities in
accordance with the CSR Policy and the annual action plan. The CSR Policy outlines the
Company's approach to social responsibility and serves as a guiding document for
initiatives aimed at the welfare and sustainable development of the community. The CSR
Policy is available on the Company's website at: https://salautomotive.in/policies/.
The Annual Report on CSR activities, prepared in accordance with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed to this
Report as Annexure-D.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the financial year under review, as
stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, is presented in a separate section, forms part of this Annual Report.
CORPORATE GOVERNANCE REPORT
A report on Corporate Governance forms part of the Annual Report along with the
Certificate on Corporate Governance as required under Listing Regulations.
INTERNAL FINANCIAL CONTROLS
The corporate governance policies guide the conduct of affairs of your company and
clearly define the roles, responsibilities and authorities at each level of its governance
structure and key functionaries involved in governance. All essential Standard Operating
Procedures (SOP) are in place and are being intermittently reviewed and revised by the
senior management.
Under Internal Audit program, on quarterly basis an independent external auditor
conducts audit of key areas as per the pre-scheduled audit cycle on the basis of defined
RCMs (Risk Control Matrix) and accordingly submits report to the management and shares
with the audit committee for their review. Your Company has implemented vigorous internal
financial controls to ensure accurate and reliable preparation of financial statements,
custom-made to the size, scale, and complexity of our operations.
These controls have been diligently assessed throughout the year, adhering to the
essential components outlined in the guidance note of internal financial control over
financial reporting issued by the Institute of Chartered Accountants of India.
Upon cautious examination and evaluation conducted by the management, we are pleased to
report that no reportable material weaknesses or significant deficiencies were identified
in the design or functioning of our internal financial controls. We are using Oracle based
ERP for recording of financial transactions and reporting, including inventory records,
production records, HR related records, etc, by ensuring appropriate segregation of roles
& responsibilities with duly approved authority matrix.
This affirms our commitment to maintaining a strong control environment that safeguards
the integrity and reliability of our financial reporting. By prioritizing the
establishment and continuous evaluation of these internal controls, we uphold the highest
standards of financial governance and ensure transparency in our operations. These
measures provide confidence to our stakeholders, assuring them of the accuracy and
completeness of our financial statements.
RISK MANAGEMENT
Your company understands the importance of various risks faced by it and has adopted a
Risk Management Framework which establishes various levels of accountability within the
Company. The framework covers identification, evaluation, and control measures to mitigate
the identified business risk.
You Company faces persistent pressure from the evolving marketplace that impacts
important issues in risk management and impends margins. The Company emphasizes on those
risks that threaten the achievement of business objectives over the short-term to medium
term. For the year under review, the company does not anticipate any perilous risk which
impends its existence.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company promotes ethical behaviour in all its business activities and has put in
place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil
mechanism and Whistle blower policy under which the persons covered under the policy
including Directors and employees are free to report misuse or abuse of authority, fraud
or suspected fraud, violation of Company rules, manipulations, negligence causing danger
to public health and safety, misappropriation of funds, and other matters or activity on
account of which the interest of the Company is affected. The reportable matters may be
disclosed to the vigilance officer who operates under the supervision of the Audit
Committee. Persons covered under the Policy may also report to the Chairman of the Audit
Committee.
During the year under review, no employee was denied access to the Chairman of the
Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower
Policy during the financial year 2024-25.
DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186
The Company has not advanced any Loan, Guarantee or made any Investment covered under
the provisions of Section 186 of the Act during the financial year.
ANNUAL RETURN
The Annual Return in form MGT-7 of the Company, as required under Section 92 of the
Companies Act, 2013, is available on the website of the Company at
https://salautomotive.in.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party contracts/arrangements/transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of business.
During the financial year, the Company had not entered into any contract/
arrangement/transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions.
There were no materially significant related party transactions made by the Company which
may have a potential conflict of the interest with its Promoters, Directors, Key
Managerial Personnel, or other persons. All such Related Party T ransactions are placed
before the Audit Committee for approval.
Accordingly, the disclosure of Related Party T ransactions as required under Section
134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
For further details, please refer to the notes (refer Note 2.36) to the financial
statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
The information with regard to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure
B forming part of this Report.
PARTICULARS OF EMPLOYEES
Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act,
2013 read with Rules 5(1) & 5(2)/(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed as Annexure C to this report. There
was one employee who was in receipt of remuneration of not less than Rupees One Crore and
Two Lakh during the year ended 31 st March, 2025 or not less than Rupees Eight Lakh and
Fifty Thousand per month, during any part of the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significant material orders passed by the Regulators/ Courts/ Tribunals
during the financial year 2024-25 which would impact the going concern status of the
Company and its future operations.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with
respect to Directors' Responsibility Statement, it is confirmed that:
- in the preparation of the annual accounts for the year ended 31 st March, 2025 the
applicable accounting standards have been followed and there are no material departures
from the same.
- the Directors have selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit
of the Company for the year ended on that date.
- the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
- the Directors have prepared the annual accounts of the Company on a going concern
basis.
- the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
- the Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has complied with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on
Prevention of Sexual Harassment at the Workplace in line with the provisions of the said
Act. An Internal Complaints Committee has been set up to redress complaints received
regarding Sexual Harassment. The staff has been informed of the policy and the Internal
Complaints Committee and a copy of the Policy is available with HR Department.
No complaint of sexual harassment was received during the Financial Year 2024-25.
STATEMENT UNDER MATERNITY BENEFIT
The Company is complying with all the provisions of the Maternity Benefit Act, 1961 and
the rules framed thereunder and is maintaining the requisite records as prescribed.
Further, no claim has been received from any woman employee of the Company under the
provisions of the said Act during the financial year
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards as issued by the
Institute of Company Secretaries of India (ICSI).
MATERIAL CHANGES AND COMMITMENTS WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR AND THE DATE OF THE REPORT
No material changes occurred after the closure of financial year till the date of this
report.
OTHER DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions/events happened on these items during the
year under review:
a) Issue of equity shares with differential voting rights or sweat equity or stock
options.
b) Changes in the nature of business activities.
c) Fraud reporting by the auditors.
d) Application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their status as at the end of the financial
year.
e) 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.
ACKNOWLEDGMENT
Your Directors place on record their deep appreciation for the contribution made by
employees at all levels with dedication, commitment, and team efforts, which helped your
Company in achieving the performance during the year.
Your Directors also acknowledge with thanks the support given by the Government,
bankers, shareholders, and investors at large and look forward to their continued support.
FOR AND ON BEHALF OF THE BOARD
Place : Ghaziabad |
RAJIV SHARMA |
Date : 12th August, 2025 |
Chairman |
|
DIN:07418337 |
|