SM Auto Stamping Director Discussions

<dhhead>DIRECTORS REPORT </dhhead>

To,

The Members,

SM Auto Stamping Limited

The Directors of your Company are pleased to present their 17^th Annual Report on the business and operations of the Company along with the Audited Annual Financial Statements and the Auditors Report thereon for the financial year ended 31^st March, 2023.

1. FINANCIAL HIGHLIGHTS:

The Financial Performance of the Company for the year ended 31^st March, 2023, as compared to the previous financial year is summarized as below:

(In Rupees) (In Rupees)

PARTICULARS	31.03.2023	31.03.2022
Revenue from Operation (Net)	68,66,32,860	54,53,25,212
Other Income	1,48,76,873	85,66,282
Total Revenue Income	70,15,09,733	55,38,91,494
Expenditure	65,75,19,086	52,19,37,663
Profit Before Tax	4,44,82,086	3,19,53,831.51
Profit After Tax	3,08,69,468	3,63,86,463

2. DIVINDEND:

The Company has declared and paid an Interim Dividend for the financial year 2022-23 of Rs. 1.25/- (12.5%) per share out of the profits of the Company for the period ended 31^st March, 2022, to the Equity Shareholders of the Company amounting to Rs. 1,78,59,790/- (Rupees One Crore Seventy Eight Lakhs Fifty Nine Thousand Seven Hundred and Ninety).

In view of the planned business growth, the company deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any final dividend for the Financial Year ended on 31^st March, 2023.

3. SHARE CAPITAL:

Authorized Capital: The Authorized Share Capital of the Company is Rs. 16,50,00,000/- consisting of 1,65,00,000 equity shares of Rs. 10/- each.

Issued, Subscribed and Paid-up Capital: The issued, subscribed and paid up share capital of the Company is Rs. 14,28,78,320/- consisting of 1,42,87,832 Equity Shares of Rs. 10/- each.

4. DEPOSITORY SYSTEM:

All the 1,42,87,832 Equity Shares of the Company are in dematerialized form as on 31^st March, 2023.

5. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134(1)(j) of the Companies Act 2013, the company has not proposed to transfer any amount to general reserve account of the company during the year under ended on 31^st March 2023.

6. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:

During the financial year ended 31^st March, 2023, 7 (Seven) Meetings of the Board of Directors of the Company were held on 04^th May, 2022, 25^th May, 2022, 28^th June, 2022, 17^th August, 2022, 30^th August, 2022, 14^th November, 2022, 09^th March, 2023. The intervening gap between two meetings was within the period prescribed by the Companies Act, 2013.

Name of Director	Total Meetings entitled to attend during the Financial Year 2022-23	Number of meetings attended by the Directors during the Financial Year 2022-23	% of attendance to the meetings held in Financial Year 2022-23
Mr. Mukund Narayan Kulkarni	7	7	100.00
Mrs. Alka Mukund Kulkarni	7	7	100.00
Mr. Suresh Gunawant Fegde	7	7	100.00
Mr. Jayant Suresh Fegde	7	7	100.00
Mr. Sunilkumar Dayama	7	7	100.00
Dr. Vinayak Mahadeo Govilkar *	7	6	85.71
Dr. Sanjay Ramchandra Bhargave**	1	1	100.00

*Ceased as an Independent Director upon completion of his term w.e.f. 15^th March, 2023.

** Appointed as an Additional Non Executive Independent Director w.e.f 09^th March, 2023.

7. COMMITTEES:

i. Audit Committee:

Pursuant to provisions of the Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted an Audit Committee ("Audit Committee"). The Chairman of the Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to accounts.

The Audit Committee met 7 (Seven) times during the financial year ended 31^stMarch, 2023 on 04^th May, 2022, 25^th May, 2022, 28^th June, 2022, 17^th August, 2022, 30^th August, 2022, 14^thNovember, 2022, 09^th March, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Composition of Audit Committee

Sr. No.	Name	Status in Committee
1	Mr. Mukund Narayan Kulkarni*	Chairman
2	Mr. Sunilkumar Satyanarain Dayama	Member
3	Dr. Vinayak Mahadeo Govilkar**	Member
4	Dr. Sanjay Ramchandra Bhargave***	Member

*Pursuant to provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Chairperson of the Audit Committee shall be an Independent Director however, the Company is listed on BSE SME Exchange and pursuant to the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which stipulates that the compliance with the corporate governance provisions shall not apply to a listed entity which has listed its specified securities on the SME Exchange hence, Mr. Mukund Narayan Kulkarni is the Chairman of the Audit Committee. **Ceased as the Member of the Committee w.e.f. 15^th March, 2023.

***Appointed as the member of the Committee w.e.f. 09^th March, 2023.

Name of Director	Total Meetings entitled to attend during the Financial Year 2022-23	Number of meetings attended by the members during the Financial Year 2022-23	% of attendance to the meetings held in Financial Year 2022-23
Mr. Mukund Narayan Kulkarni	7	7	100.00
Mr. SunilkumarDayama	7	7	100.00
Dr. Vinayak Mahadeo Govilkar	7	6	85.71
Dr. Sanjay Ramchandra Bhargave	-	-	-

The term of reference of Audit Committee is as below:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions;

vii. Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Review and monitor the auditors independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board;

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

21. To investigate any other matters referred to by the Board of Directors;

22. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

ii. Nomination and Remuneration Committee:

Pursuant to the provisions of the Section 178 of the Companies Act, 2013 and also to comply with Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted Nomination and Remuneration Committee. ("NRC")

The Nomination and Remuneration Committee met 4 (Four) times during the financial year ended 31^st March, 2023, on 25^th May, 2022, 17^th August, 2022, 30^th August, 2022, 09^th March, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Composition of Nomination and Remuneration Committee

Sr. No.	Name	Status in Committee
1	Mr. Sunilkumar Satyanarain Dayama	Chairman
2	Mrs. Alka Mukund Kulkarni	Member
3	Dr. Vinayak Mahadeo Govilkar*	Member
4	Dr. Sanjay Ramchandra Bhargave**	Member

**Ceased as the Member of the Committee w.e.f. 15^th March, 2023. ***Appointed as the member of the Committee w.e.f. 09^th March, 2023.

Name of Director	Total Meetings entitled to attend during the Financial Year 2022-23	Number of meetings attended by the members during the Financial Year 2022-23	% of attendance to the meetings held in Financial Year 2022-23
Mr. Sunilkumar Satyanarain Dayama	4	4	100.00
Mrs. Alka Mukund Kulkarni	4	4	100.00
Dr. Vinayak Mahadeo Govilkar	4	3	75.00
Dr. Sanjay Ramchandra Bhargave	-	-	-

The term of reference of Nomination & Remuneration Committee is as below:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of independent directors and the Board;

3. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

4. Devising a policy on Board diversity; and

5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The Remuneration Policy of the Company is available on the website of the Company at the linkhttps://www.smautostamping.com/investors.html

iii. Corporate Social Responsibility Committee:

The Company does not fall under the purview of provisions of the Section 135 of the Companies Act, 2013 and hence the Board has not constituted Corporate Social Responsibility Committee ("CSR Committee").

iv. Stakeholders Relationship Committee:

Pursuant to the provisions of the Section 178 of the Companies Act, 2013 and Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a Stakeholders Relationship Committee. ("SRC")

The Stakeholders Relationship Committee met 2 (Two) times during the financial year ended 31^stMarch, 2023 on 25^th May, 2022, and 09^th March, 2023, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Composition of Stakeholders Relationship Committee

Sr. No.	Name	Status in Committee
1	Mr. Jayant Suresh Fegde	Chairman
2	Mrs. Alka Mukund Kulkarni	Member
3	Mr. Sunilkumar Satyanarain Dayama	Member

Name of Director	Total Meetings entitled to attend during the Financial Year 2022-23	Number of meetings attended by the members during the Financial Year 2022-23	% of attendance to the meetings held in Financial Year 2022-23
Mr. Jayant Suresh Fegde	2	2	100.00
Mrs. Alka Mukund Kulkarni	2	2	100.00
Mr. Sunilkumar Satyanarain Dayama	2	2	100.00

The term of reference of Stakeholders Relationship Committee is as below:

1. Efficient transfer of shares; including review of cases for refusal of transfer/ transmission of shares and debentures;

2. Redressal of security holders / investors complaints Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

3. Reviewing on a periodic basis the approval / refusal of transfer or transmission of shares, debentures or any other securities;

4. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

5. Allotment and listing of shares;

6. Reference to statutory and regulatory authorities regarding investor grievances; and

7. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

8. Any other power specifically assigned by the Board of Directors of the Company.

8. THE SUMMARY OF OPERATION IS AS UNDER: -

During the year under review, your Company has achieved total revenue from operations of Rs. 68,66,32,860/- as compared to Rs. 54,53,25,212/- in the Previous Year. After providing for taxes and other adjustments, Profit after tax is Rs. 3,08,69,468 as compared to Rs. 3,63,86,463 /- during the Previous Year.

9. DISCLOSURES UNDER SECTION 134(3)1!) OF THE COMPANIES ACT, 2013:

During the financial Year 2022-23, the Company has sold bearing cage division ("BCD") situated at its plant situated at C-13, MIDC Ambad Nashik-Maharashtra-422010 where taper roller bearing cages are manufactured on the specification of its Customer SKF India Limited to Manu Yantralaya Private Limited.

Further, high skilled manpower of the Company was deployed in BCD in order to maintain the quality requirements of the Customer. However the Output Cost provided against the stringent quality and delivery requirements was not considerable in comparison with the input cost incurred for manufacturing of cages, considering the same, the Company took decision to sale the same.

Brief details of transaction:

Written Down Value (WDV) of the machinery as on 31^stMarch, 2022, after considering depreciation.	Rs. 23,52,116 (Rupees Twenty Three Lakhs Fifty Two Thousand One Hundred and Sixteen)
Revenue generated during the Financial Year 2021-22 from Bearing Cage Division	Rs. 1,18,13,013/- (Rupees One Crore Eighteen Lakhs Thirteen Thousand and Thirteen)
Total Revenue from operations during the Financial Year 2021-22	Rs. 54,53,25,212/- (Rupees Fifty Four Crores Fifty Three Lakhs Twenty Five Thousand Two Hundred and Twelve)
Sale value	Rs. 1,01,00,000/- (Rupees One Crore and One Lakh Only)
Last date of production in bearing cage division	30^th June, 2022

10. LOANS, GUARANTEES AND INVESTMENTS:

Full particulars of investments, loans, guarantees and securities covered under Section 186 of the Companies Act 2013 provided during the financial year under review has been furnished in the Notes to Accounts which forms part of the financials of the Company.

Particulars	Amount Involved in Rs.
Unsecured Loan given	Nil
Investment Made	Nil
Guarantee Provided	5,00,00,000/-

11. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the Financial year ended 31^st March, 2023 made under the provisions of Section 92(3) of the Act, and also considering the amendment of Rule 12 of Companies (Management and Administration) Rules, 2014 by MCA, wherein, instead of attaching an extract of annual return (to be prepared in Form MGT-9) to the Directors Report, the Company can host a copy of annual return on the website, if any of the Company and a web link of the same to be given in the Directors Report and same has been placed on the web link viz https://www.smautostamping.com/investors.htmlon the website of the Company post AGM.

12. CHANGE IN NATURE OF BUSINESS, IF ANY:

There were no changes in the nature of the Business of the Company during the year under review.

13. VIGIL MECHANISM:

Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Vigil Mechanism and Whistle-Blower Policy is prepared and adopted by Board of Directors of the Company.

The Company has a vigil mechanism policy wherein the Directors and employees are free to report violations of law, rules and regulations or unethical conduct, actual or suspected fraud to their immediate supervisor or provide direct access to the Chairman of the Audit Committee in exceptional cases or such other persons as may be notified by the Board. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

The Vigil Mechanism Policy of the Company is available on the website of the Company at the https://www.smautostamping.com/investors.html

14. RELATED PARTY TRANSACTIONS:

All Transactions/Contracts/Arrangements entered into by the Company with Related Party (ies) as provided under the provisions of Section 2(76) of the Companies Act, 2013, during the Financial Year under review were in ordinary course of business and on an Arms Length Basis. Further, none of these Contracts / Arrangements / Transactions with Related Parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard. The details are disclosed in Form AOC-2 which is annexed as Annexure-II to this report.

15. DEPOSITS FROM PUBLIC:

During the year under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read

with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter-V of the Act is not applicable.

16. DETAILS OF SUBSIDIARY, TOINT VENTURE OR ASSOCIATE COMPANIES:

Our Company does not have any subsidiaries or joint ventures as on 31^st March, 2023, as defined under Companies Act, 2013 therefore, no such information is required to be furnished.

The Company do have following Associate Company as on 31^st March, 2023:

SM Autovision Private Limited (CIN: U29253MH2012PTC227990) the Company holds 48% shareholding in its Associate Entity as on 31^st March, 2023.

The performance and financial position / salient features of the financial statement of the Associate, for the Financial Year ended 31^st March 2023, during the year under review, is given in Form AOC-1 and is attached and marked as Annexure-I and forms part of this Report.

17. AUDITOR:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, at the Annual General Meeting of the Company held on 29^thSeptember, 2020, the members has appointed S. R. Rahalkar and Associates, Chartered Accountants, Nashik (FRN- 108283W) as the Statutory Auditors of the Company to hold office until the conclusion of the Annual General Meeting to be held for the financial year 2024-25.

18. AUDITORS REPORT:

The Auditors Report on the Audited Financial Statement of the Company for the year ended 31^st March, 2023, contains the following observations in the other matter and Companies (Auditors Report) Order, 2020, "CARO Report".

Particulars of other matter		Explanation by Board
Standalone
During the year the effect of Excess Depreciation charged to financial statements in previous year is taken as prior period income, resulting in overstatement of profit and closing balance of Property, Plant and Equipment see Notes 26 to the financial statements		As explained in the Notes to account No 26 of Financial statement, During the year the company has adjusted the difference in depreciation charges caused due to application of different useful life to property, plant and equipment.
Consolidated
During the year the effect of Excess Depreciation charged to financial statements in previous year is taken as prior period income, resulting in overstatement of profit and closing balance of Property, Plant and Equipment see Notes 26 to the financial statements		As explained in the Notes to account No 26 of Financial statement, During the year the company has adjusted the difference in depreciation charges caused due to application of different useful life to property, plant and equipment.
We did not audit the financial information of Associate company included in the Consolidated financial statements of the company, The financial information of this associate company has been audited by the other auditor whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of this Associate company, is based solely on the report of such auditor.	This is a disclaimer point no further explanation is required on the same as the this point is selfexplanatory.

Points observed in Companies (Auditors Report) Order, 2020, "CARO Report"

Particulars of other matter	Explanation by Board
(i) (a) (A) The Company is under the process of maintaining proper records showing full particulars, including quantitative details and situation of property, plant and equipment and investment properties.	The Company is in the process to streamline the existing systems with regard to maintenance of particulars of property, plant and equipment, hence, this point is self-explanatory.
(i) (a) (B)The company is in the process of maintaining proper records showing full particulars of intangible assets	This point is self-explanatory
(i) (c) The title deeds of immovable properties of land and buildings as disclosed in the financial Statements, are held in the name of SM Auto stamping Pvt. Ltd. as SM Auto Stamping Limited is formed after conversion of private limited to public limited company due to which title deeds of immovable property are in the name of Private limited company, company is in process of rectification of above names.	The Management has been advised that the transfer order received by Maharashtra Industrial Development Corporation (MIDC) to change the name of Company from SM Auto Stamping Private Limited to SM Auto Stamping Limited in the accounts of MIDC is itself a sufficient document to bring on record this change and there is no requirement of executing any separate document as the process of conversion of company is followed and not transfer of property, however, on the advice of Statutory Auditor, the Company has approached a legal advisor to obtain a legal opinion in respect of same.
(ii) (b)According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of five crores rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. In our opinion, the quarterly returns or statements filed by the Company with such banks or financial institutions are in agreement with the books of account of the Company except for statement filed for quarterly stated in following table with TJSB bank, where differences were noted between the amount as	This is in the normal course of activity, while submitting stock statement to the Bank. In our opinion, the quarterly returns or statements filed by the Company with such banks or financial institutions are in agreement with the books of account of the Company.
per books of account for respective months and amount as reported in the monthly statement.
There are no dues of Income-tax, Sales tax, Service tax, Duty of customs, Duty of excise, Goods and Service tax and Value added tax as at March 31, 2023, which have not been deposited with the appropriate authorities on account of any dispute except following For the A.Y.2018-19 the Company had received a demand of Rs. 824035/- The company has paid 20% of the amount Rs.164807/- on 09/09/2020 and filed an Appeal with the Commissioner of Income Tax (Appeals) on 14/09/2020. However, the CIT(A) has not yet decided the matter	As explained by the auditor the company has paid 20% of the amount of actual demand and has filed an appeal with Commissioner of Income Tax (Appeals) which is pending yet not decided by the department hence the dues are pending as on 31st March 2023.

19. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, CS Sujata R. Rajebahadur, (FCS 5728), Practicing Company Secretary having Office Address: Niroshankar, 199, M.G. Rd. above Samarth Sahakari Bank, has been appointed as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year 2022-23.

The Secretarial Audit Report forms part of Annual Report and it is annexed as Annexure-III.

The Secretarial Audit Report for the Financial Year ended on 31^st March, 2023, issued by Secretarial Auditor, does not contain any qualification, reservation or adverse remark except two instances of delay are marked which are as follows.

Particulars	Explanation by Board
The Form MGT-14 for filing Board Resolutions passed at Board Meeting held on 16^th September 2021 was filed on 27^thJune, 2022 with additional fees.	Inadvertent delay was occurred and the Company has complied by filing the form with additional fees.
The Form AOC-4 XBRL for financial year ending on 31^st March 2022 (AGM held on 26 September 2022) was filed on 15^thNovember 2022 with additional fees.	The firm registration number of the Statutory Auditors of the Company was not getting approved while preparation of XML instance on the software. The Company has complied by filing the form with additional fees. The delay was purely on account of technical and system based issue.

20. INTERNAL AUDITOR:

Pursuant to the provision of Section 138 of the Companies Act, 2013 the Company has appointed Archana Pathak & Associates, Chartered Accountants, (FRN: 137596W) as the Internal Auditor of the Company for Financial Year2022-23 and the management of the

Company has received Internal Audit Report for Financial Year2022-23 and adopted by Board of Directors of the Company in their meeting held on 30^th May, 2023.

21. DISCLOSURE FOR MAINTENANCE OF COST RECORD AS SPECIFIED UNDER SUBSECTION 148 OF THE COMPANIES ACT 2013:

During the year under review, the Company was not required to maintain cost accounts and records as specified by the central government pursuant to provisions of Section 148 of the Companies Act 2013, during the year.

22. DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:

In terms of the provisions of section 134 (3)(ca) of the Companies Act, 2013, there were no frauds committed against the Company and persons who are reportable under section 141(12) by the Auditors to the Central Government. Also, there were no non-reportable frauds during the year 2022-23.

23. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that: -

i. in the preparation of the annual accounts for the financial year 2022-23, the applicable accounting standards have been followed and there are no material departures;

ii. 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 of the profit of the Company for the financial year;

iii. the Directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

vi. 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.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & FOREIGN EXCHANGE EARNING & OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo etc. are furnished in Annexure -IV which forms part of this Report.

25. RISK MANAGEMENT:

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty and risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

The Board of Directors of the Company has adopted and implemented Risk Management Policy of the Company and is available on the website of the Company at the link https://www.smautostamping.com/investors.html

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has devised systems, policies, procedures, frameworks for ensuring orderly and efficient conduct of its business, including adherence to Companys 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 and review by audit committee of the company.

27. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

DIRECTORS

a. Present composition of Board of Directors: As on the date of this report, Board of Directors of the Company comprises of total Six Directors. The Composition of the Board of Directors is as under:

Sr. No.	Name of Directors	DIN	Designation
1	Mr. Mukund Narayan Kulkarni	00248797	Chairman and Managing Director
2	Mrs. Alka Mukund Kulkarni	06896902	Non Executive Director
3	Mr. Suresh Gunawant Fegde	00248850	Whole Time Director
4	Mr. Jayant Suresh Fegde	07193063	Non Executive Director
5	Mr. Sunilkumar Dayama	08492339	Independent Director
6	Dr. Sanjay Ramchandra Bhargave	02235602	Additional Non Executive Independent Director

b. Appointment / Cessation / Change in designation of Director during year under review:

Sr. No.	Name of Directors and KMPs	Nature of Change	Date of appointment/resignation
1.	Dr. Vinayak Mahadeo Govilkar	Ceased as the Independent Director of the Company considering completion of his term of appointment	15.03.2023
2.	Dr. Sanjay Ramchandra Bhargave	Appointed as an Additional NonExecutive Independent Director	09.03.2023

c. Appointment of Directors Retirement by Rotation:

In accordance with the provisions of Companies Act, 2013 and Article of Association of the Company, Mr. Suresh Gunwant Fegde (DIN:00248850) proposed to be retired by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

KEY MANAGERIAL PERSONNEL

Sr. No.	Name	Designation
1	Mr. Akash Jagnani*	Company Secretary & Compliance Officer
2	Mr. Suresh Govind Jagdale	Chief Financial Officer
3	Mr. Pawan Mahajan**	Company Secretary & Compliance Officer

*Resigned as the Company Secretary & Compliance Officer of the Company w.e.f 14th August, 2023.

**Appointed as the Company Secretary & Compliance Officer of the Company w.e.f 1^stSeptember, 2023.

28. DECLARATION FROM INDEPENDENT DIRECTORS:

During the Financial year under review, Declarations were received from all the Independent Directors of the Company stating that they satisfy the "criteria of Independence" as defined under Regulation 16(b) & 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, any other applicable Schedules and Rules framed there-under.

29. REMUNERATION/ COMMISSION DRAWN FROM HOLDING/SUBSIDIARY COMPANY:

The Company does not have any Holding Company and Subsidiary Company.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

31. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES(APPOINTMENT & REMUNERATION) RULES, 2014:

The disclosure in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-V.

32. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable on the Company.

33. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds required to be transferred to Investor Education and Protection Fund (IEPF).

34. HUMAN RESOURCE DEVELOPMENT:

Our Company considers its employees as a valuable resource and ensures the strategic alignment of human resource practices to business priorities and objectives. The Company has a HR policy which emphasizes the need of attaining organizational goals through individual growth and development. The Company always strives to rejuvenate competence through training and personal development across its workforce, employees, staff which excels them for higher engagement and exposure to new opportunities through skill development.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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. The Company has constituted committee called "Internal Complaints Committee" to ensure safe workplace environment, which covers all employees whether permanent, contractual, trainees, temporary etc.

The company policy against Sexual Harassment of woman at workplace is available on the website of the Company at the https://www.smautostamping.com/investors.html

Annual Report on Sexual Harassment Policy for the period 1^st April, 2022 to 31^st March, 2023, is annexed to the Boards Report as Annexure VIII.

36. CODE OF CONDUCT:

According to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Code of Conduct of the Company has been approved and adopted by

the Board of Directors of the Company. All Board members and senior management personnel have affirmed the compliance with the code.

37. PREVENTION OF INSIDER TRADING:

As required under the provisions of SEBI (PIT) Regulations, 2015, the Board of Directors has adopted a code of conduct for prevention of Insider Trading. The Code of Conduct is applicable to all the directors and such identified employees of the Company as well as who are expected to have access to unpublished price sensitive information related to the Company. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of SM Auto Stamping Limited and cautions them on consequences of violations also the code is modified from time to time considering the amendments.

38. POLICY FOR PRESERVATION OF DOCUMENTS:

In accordance with the above Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy for preservation of documents (The Policy) has been framed and adopted by the Board of Directors of the Company in their Board Meeting to aid the employees in handling the Documents efficiently. This Policy not only covers the various aspects on preservation of the Documents, but also the safe disposal/destruction of the Documents.

39. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and marked as Annexure-VI.

40. CORPORATE GOVERNANCE:

The Company being listed on the SME Platform of Bombay Stock Exchange is exempted from provisions of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015. 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.

Hence no Corporate Governance Report is required to be annexed with Annual Report.

41. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by Institute of Company Secretaries of India. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

42. UNSECURED LOAN:

Pursuant to Rule 2(c) (viii) of Companies (Acceptance of Deposits) Rule 2014 the company has not accepted unsecured loan form Directors.

43. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the annual evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria to be recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committee, experience and expertise, performance of specific duties and obligations etc.

The Nomination and Remuneration Committee of the Company has set up formal mechanism to evaluate the performance of board of directors as well as that of its committees and individual directors, including chairman of the board, key managerial personnel / senior management etc.

The performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Director by the Independent Directors at their separate meeting held on 09^th March, 2023.

44. CERTIFICATION FROM CHIEF FINANCIAL OFFICER/CHIEF EXECUTIVE OFFICER OF THE COMPANY:

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of SEBI (Listing obligations and disclosures Requirements) Regulations, 2015 from Mr. Mukund Narayan Kulkarni, Managing Director and Mr. Suresh Jagdale, Chief Financial Officer (CFO) of the Company. The same is enclosed as Annexure VII of the Boards Report.

45. DISCLOSURE UNDER SECTION 43(AHII) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with Differential Rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

46. DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:

The Company has not issued any Sweat Equity Shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

47. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

The Company has not issued any Equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

48. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

49. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR AND THE 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 year under review, no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, and no instance of one time settlement occurred during the year.

50. ACKNOWLEDGEMENT AND APPRECIATION:

The Directors wish to place on record appreciation and gratitude for all the co-operation extended by various Government Agencies/Departments, Bankers, Consultants, Business Associates, and Shareholders, Vendors, Customers etc. The Directors also record appreciation for the dedicated services rendered by all the Executives, Staff & Workers of the Company at all levels, for their valuable contribution in the working of the Company.

For and on behalf of Board of Directors of SM Auto Stamping Limited

Sd/-	Sd/-
Mr. Mukund Narayan Kulkarni	Mr. Suresh GunwantFegde
Chairman And Managing Director	Whole Time Director
DIN: 00248797	DIN: 00248850
Address: Alkund Banglow, Krishna Colony	Address: No. 9, Jay Ambe Colony Shivaji
Shivaji NagarJail Road, Nashik Road Nashik 422101	Nagar, Jail Road, Nashik Road Nashik 422101

Date: 1^st September, 2023 Place: Nashik