G S Auto International Ltd
Chairman Speech
Chairman
"Always bear in mind that your own resolution to succeed is more important than
any other"
Dear Shareholders,
It is my privilege to present the Thirty Eighth Annual Report of your Company. Fiscal
year 2011-2012 was one of the most challenging years in the automobile industry. When
every-one is expecting a turnaround in the global econ-omy and financial crisis, the
unexpected devel-opments in the Eurozone once again dashes the hope of the recovery in the
world economy. The economic situation could get worsen in Euorpe in the days to come and
US recovery is also not too encouraging. But, before blaming all on the Europe and to the
external markets & environ-ment, it would make sense to see that there is a lot that
can be done within India.
After continuously growing in high growth tra-jectory in the past many years, the
Indian econ-omy too has run into rough weather. The contin-uous high inflation in Indian
economy compelled the Reserve Bank of India to choose the path of continuous higher
interest rate regime primarily due to lack of innovation in managing the sup-ply side
inflationary pressures. The Global eco-nomic uncertainty coupled with our Government's
exclusive focus on tightening monetary policy by continuously interest rate hike
throughout the years along with the lack of policy consensus for all the critical economic
reforms and so on, have resulted in a decline of the country's eco-nomic growth from 8.5%
in 2010-2011 to 6.5% in 2011-2012 & 5.3% in the last guarter of the fiscal year
2011-2012. It is unfortunate that we missed the opportunity to reap significant gains for
our country even as we were comparatively insulated from the global slowdown. We have
failed to make policy and structural reforms over the past two years to propel Indian
economy towards its growth targets. As policy initiatives continue to flounder, we have
been witnessing an alarming slowdown in industry as reflected in a weakening IIP growth
for the year.
This has adversely impacted capital intensive initiatives by India Inc. Besides, the
surfacing of various high-level improprieties, forced the active involvement of the Indian
judiciary, which diverted the policy makers' attention on man-aging tough situations and
compulsions of coa-lition politics, have further resulted in a freeze on growth oriented
policies. The other roadblock that severely challenged economic progress was the sharp
rupee depreciation and increasing fuel prices. The depreciating rupee as compared to USD
is good news for the exporters but it is not beneficial for the country like India, where
we are the net Importer. The prevailing overall uncer-tainty and lack of optimism, bulging
fiscal deficit, rising cost of funds and increased cost of living forced India Inc., and
the average Indian to post-pone investment and consumption respectively.
There is sheer pessimism in India Inc, which will have to be reversed; either the
Reserve Bank of India or the Government of India will have to take some calibrated bold
step to put the econ-omy back on the growth track. The Inflationary pressures can be there
but with the reduction in the rate of interest by the Reserve Bank of India along with
some policy initiatives on key reform areas by the Government of India, there can be some
confidence booster, which in turn will provide investment opportunity to the India inc,
which will further leads to revival in the domes-tic demand, in other senses, the Indian's
can feel comfortable to bear the inflationary pres-sures, with more disposable income in
their hand.
I am confident that if the government is able to take the initiatives in certain key
areas and kick-start economic reforms, the economy will turn around in this fiscal to grow
at about 6.5-7%. This would provide a platform to return to 8-9% growth in the medium
term. Implementation of reforms coupled with removal of bottlenecks that have stifled
economic growth would restore investor confidence and revive the momentum for sustained
high economic growth.
Demographically and economically, India's auto-motive industry is well positioned for
growth, servicing both domestic and export opportu-nities. According to Automotives
Components Manufacturers Association (ACMA) estimates in the Automotives Mission plan
2016, the total turnover of the automotive industry in India would be in the order of USD
122-159 billion in 2016, accounting for more than 10% of India's GDP. As per the Society
of Indian Manufacturer Association (SIAM) estimates, the Indian pas-senger vehicle
production is expected to grow three times to 9.7 million by 2020 from the cur-rent level
of 3.3 million. The longer term growth story of the Indian economy is quite strong but we
will have to take some key policy decisions on some economic reforms area at the earliest.
The key highlights of your Company's perfor-mance during the year are:
Your company has generated revenue from oper-ations (Net) of Rs. 13078.66 lacs as
compared to previous year of Rs. 11961.86 lacs, register-ing a growth of 9.34% over
previous year.
Total revenue increased by 9.50% to Rs. 13125.46 lacs, (other income increased to Rs.
46.80 lacs, as corn-pared to previous year of Rs, 24.93 lacs, an increase of 87.73%,
primarily due to exchange rate fluctuations due to depreciation of rupees vis-a-vis to
USD), as compared to previous year's total revenue of Rs. 11986.79 lacs.
Earnings before interest, taxes, depreciations and amortizations (EBIDTA) grew by
15.76% to Rs. 1053.32 lacs as compared to previous year of Rs. 909.89 lacs. The EBIDTA
margin was 8.03% as compared to 7.59% for the previous year.
However, profit after tax (PAT) during the year, almost remains flat at Rs. 461.23 lacs
as com-pared to previous year of Rs. 457.34 lacs, mainly due to increase in financial cost
(increase of 68.10% as compared to previous year), increase in commodity prices and
increase in taxes (increase by 11.08% as compared to previous year) to some extent,
clearly shows that there was margin pressure during the year.
It was a tough & challenging year particular for the manufacturing sector in the
backdrop of ris-ing interest rate & increase in the commodity prices. However, we have
registered marginal growth during the current year in terms of our total revenue but due
to increase in the inter-est cost, the profit after tax was almost remain the same. As I
had already discussed with you, some of the issues with regards to lower profit-ability
margins, in my previous year address to you. We are working on all the different aspects
so to overcome all the issues, with regards to improvement in the overall margins. The
contin-uous rise in the interest cost as well as increase in the commodity prices will
remain the major issues, which will continue to create a margin pressures in the days to
come.
I would like to take this opportunity to thank our Managing Director, Mr. Surinder
Singh Ryait and his team for maintaining the company's perfor-mance in such a volatile cum
challenging envi-ronment; and all our employees who have worked very hard to protect our
top and bottom lines. I am grateful to our Directors who, as always, have been a source of
guidance and incredible support for your company.
We are already working towards creating new capacity in different regions of the
country apart from Jamshedpur, along with the diversification in other segment of the
automotive industry by increasing its product portfolio. I am hopeful, once we commence
the commercial production at Jamshedpur, it will not only give a big boost to our top line
but will improve the overall profitabil-ity margins of the Company. We will continue to
focus on strengthening our presence in the after-market segment and will fill the required
neces-sary gaps in our product offering, widened our distribution network and will
continue to invest in enhancing brand visibility resulting in increased market share.
It gives me immense pleasure to welcome Mr. Jasbir Sing Bir (IAS (Retd.)) on board as
an Independent Director. Mr. Bir is a 1989 batch Indian Administrative Service (IAS) Cadre
Officer. He has served the Punjab Government as an IAS Officer from 1989 to 2010 on
difference positions including Divisional Commissioner of Patiala District, Secretary to
the Government of Punjab, Department of Personnel and General Administration, Director cum
Secretary Cultural Affairs, Archeology and Museum and Secretary General Administration and
Commissioner MC Amritsar. I also invited Mr. Bir, to be a member of the Shareholders &
Investors Grievance and Audit Committee of your Company.
With the joining of Mr. Bir, on the Board of your Company, your Company will enrich
with their valuable experienced guidance, in the years to come and will further strengthen
the Board of your Company.
The overall market have been very competitive, one has to be extremely efficient with
men, mate-rial, capital deployment, prefect execution to generate a reasonable long term
profit growth. In the days to come, our main focus will remain to enhance our
competitiveness along with the overall improvement in the profitability margins by
all-round cost reduction, improving quality of the products, cost effective &
improving our in house research & development activities. In the current fiscal, the
challenges posed by an adverse external environment are expected to continue. India's
economy is expected to grow at 6.5-7%. Inflation will remain high at 7.5%-plus levels.
The political instability continues to withhold the passage of important
growth-oriented poli-cies. The rupee value continues to hover around Rs. 55 against the
US$, making imports dearer, in the near term. As a result, the performance of India Inc.
will largely remain subdued during the current fiscal. This is already reflected in low
IIP growth and significant underperformance by the automobile industry.
However, in spite of all the above said issues, I am quite hopeful for the long term
Indian growth story and particularly for the Indian automotive industry along with the
auto component indus-try and am cautiously optimistic in the near term.
Let me conclude by thanking all our sharehold-ers, business partners, our Investors,
Customers, Vendors, Suppliers, all our Stakeholders, finan-cial partners specially our new
financial part-ners "Export Import Bank of India" & "Axis Bank
Limited" & all the well wishers. I am expressing my sincere appreciations to all
my colleagues and all the employees of the Company across all the ranks, for their
continued dedication, sup-port & commitment to their work; my congratu-lations to all
of them & my heartiest thanks to yours for your continued support & faith. With
your support, we are confident to sail through all the difficulties & challenging
environments in the days to come.
With best Wishes
and Warm Regards
Jasbir Singh Ryait
Chairman
  Â
G S Auto International Ltd
Directors Reports
FOR THE YEAR ENDED MARCH 31,2023:
Dear Members,
The Directors of your Company have immense pleasure in presenting the 49th Annual
Report of the business and operations of the Company along with the Audited Financial
Statements for the Financial Year ended March 31,2023:
1. Financial Results:
The Summary of financial results is given below:-
(Rs. Lakhs)
|
Year ended March 31, 2023 |
Year ended March 31, 2022 |
| Revenue from Operations |
12955.71 |
10013.28 |
| Profit/(Loss) before Depreciation & Amortization, Interest & Tax (PBDIT) &
before exceptional items |
395.25 |
738.84 |
| Less: Depredation & Amortization |
384,15 |
371,93 |
| Profit/(Loss) before Interest and Taxes (PBIT) |
11.10 |
366.91 |
| Interest & Financial expenses |
491.85 |
334,31 |
| ProfitZ(Loss) before Tax (PBT) |
(480.75) |
32.60 |
| Less: - Provision for Tax |
|
|
| - Current / Tax for earlier years |
0 |
*284.21 |
| - Deferred Tax |
(201.32) |
61,14 |
| Profit/(Loss) after Tax (PAT) for the year |
(279.43) |
(312.75) |
| Add/Less: Other Comprehensive Income |
(17.10) |
22,52 |
| Total Comprehensive income for the year |
(296.53) |
(290.23) |
| Earnings per Share (Rs.) |
|
|
| —Basic & Diluted |
(1.93) |
(2.15) |
| Dividend per Share (Rs.) |
- |
- |
*CurrentTax includes Income tax paid for the earlier years under'Vivad
SeVishvas'Scheme.
2. Financial Performance:
During the year under review, there was progress in the overall performance of the
Company as compared to the previous year's performance. Your Company has registered
increase in revenue from operation of Rs. 12955.71 lakhs as compared to Rs.
10013.28 lakhs in the previous year. Flowever the company could not perform well in
respect of profitability due to increase in prices of raw materials and other inputs.
During the year, your Company has earned profit before depreciation & amortization and
Interest & Taxes (PBDIT) of Rs. 395.25 lakhs as compared to Rs. 738.84 lakhs in
the previous years. The Company has earned the said profit after provision for
depreciation & amortization (PBIT) of Rs. 11.10 lakhs (previous year of Rs.
366.91 lakhs) and incurred loss before taxes (PBT) of Rs. 480.75 lakhs as
compared to the profit of previous year of Rs. 32.60 lakhs.
After provision for taxation & deferred tax of Rs. 201.32 lakhs (previous
year of Rs. 345.35 lakhs), there was a loss of Rs. 279.43 lakhs as
compared to previous year loss ofRs. 312.75 lakhs.
During the year, the working of the company in terms of capacity utilization has
improved and production levels and sales levels was also improved. The company was able to
achieve the sales and production targets for the year. Due to increase in raw material and
other input cost, the company was able to pass on cost partly to customers due to stiff
competition and tight liquidity after recovery from the Covid and had to incur losses.
There was increase in the finance cost due to tough measure taken by Reserve Bank of India
to control inflation.
3. Foreign Exchange Earnings:
During the year, your company has earned net foreign exchange of Rs 237.38 lakhs from
exports as against Rs 245.22 lakhs in the previous year. There was no outgo of foreign
currency during the year.
4. Quality:
The Company has retained its ISO/TS 16949 certifications for its Quality
Management System.
5. Dividend:
During the period under review and in view of the loss the Board has decided not to
recommend any dividend for the financial year 2022-2023.
6. Investor Education and Protection Fund (IEPF):
Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF
Authority (Accounting, Audit, Transferand Refund) Rules, 2016 ("the IEPF
Rules"), the declared dividends, which remained unpaid or unclaimed for a period of
seven years, shall be transferred by the Company to the Investor Education and Protection
Fund (IEPF) established by the Central Government.
Accordingly, the Unpaid Interim Dividend for the F.Y. 2009-10 and Final Dividend for
the F.Y. 2010-11 and the shares corresponding to the unclaimed dividend for the
consecutive seven years have been transferred to Investor Education and Protection Fund
(IEPF) in 2017 and 2018 respectively.
The list of equity shareholders whose shares are transferred to IEPF can be accessed on
the website of the Company at https://qsauto.in/pdf/compliance/
Qther%20Compliances/List%20of%20S ha reholders %20who%20have%20not%20claimed%20dividend
%20for%20the%207%20consecutive%20vears%20 (D.pdf
7. Reserves:
During the period under review, no amount was transferred to reserves.
8. Management Discussion and Analysis Report:
In terms of the provisions of Regulation 34 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), the Management Discussion and Analysis Report is presented in a
separate section forming part of the Annual Report.
9. Adequacy of Internal Control:
The Company has a proper and adequate system of internal control, to ensure that all
the assets are safeguarded, properly utilized and protected against loss from
un-authorized use or disposition and those transactions are authorized and recorded by the
concerned departments properly and reported to the Audit Committee/ Board effectively.
The Company has also in place adequate internal financial controls with reference to
financial statements. Such controls are tested from time to time and no reportable
material weakness in the design or operation has been observed so far.
10. Cash Flow Statement:
In conformity with the provisions of Regulation 34 of the SEB1 Listing Regulations, the
Cash Flow Statement for the year ended 31at March, 2023, is annexed hereto.
11. Share Capital:
The paid-up share capital of the Company as at March 31, 2023 is Rs. 7.25 Crores
consisting of 14514580 equity shares of Rs. 5 per share. The Company currently has no
outstanding shares issued with differential rights, sweat equity or Employee Stock Option
Scheme [‘ESOS'].
12. Subsidiary, Joint Venture and Associate Companies:
The company does not have any subsidiary.
13. Names of the Companies which have become Subsidiary, Joint Ventures or Associate
Companies during the year:
During the year under review, no Companies have become Subsidiary, Joint Venture or
Associate Company.
14. Obligation of Company under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, your Company has formulated a Policy to prevent
Sexual Harassment of Women 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.
15. Vigil Mechanism:
Regulation 22 of the SEBI Listing Regulations & Sub section (9 & 10) of Section
177 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014,
inter alia, provides, for all listed companies to establish a vigil mechanism called
"Whistle Blower Policy" for Directors and employees to report genuine concerns
about unethical behavior, actual or suspected fraud or violation of the Company's code of
conduct or ethics policy.
The Company has established a Vigil Mechanism and a Whistle Blower Policy in accordance
with the provisions of the Act and SEBI Listing Regulations. Disclosures can be made by a
whistle- blower through an email or a letter to the Chairman of the Audit Committee for
employees and Directors of the Company for expressing the genuine concerns of unethical
behavior, actual or suspected fraud or violation of the codes of conduct. It is affirmed
that during the year, the Company has not received any complaint under Vigil Mechanism /
Whistle Blower Policy and no personnel have been denied access to the Audit Committee. The
Vigil Mechanism Policy can be accessed at the Company's website at the link
https://www.asauto.in/pdf/Companv%20information/ Vigil%20Mechanism%2QPolicv.pdf
16. Research And Development:
The Company is developing certain machineries (Special Purpose Machines), as per its
various inhouse production process requirements, along with for the requirements of its
group companies as and when required.
17. Human Resource Development:
The Company has a team of able and experienced professionals and is always following
the policy of Creating a healthy environment and work culture resulting into harmonious
inter-personal relations.
18. Risk Management:
The Risk Management Policy required to be formulated under the SEBI Listing Regulations
has been duly formulated and approved by the Board of Directors of the Company. The aim of
Risk Management Policy is to maximize opportunities in all activities and minimize
adversity. The policy includes identifying types of risks and its assessment, risk
handling, monitoring and reporting, which in the opinion of the Board may threaten
existence of the Company.
The Risk Management Policy can be accessed at the Company's website at the link
httos://www.osauto.in/ Pdf/626a3108c192c6.10490347.Pdf
19. Directors and Key Managerial Personnel (KMPs):
Liable to retire by Rotation: In accordance with the provisions of Section 152 of
the Companies Act, 2013 and Articles of association of the Company, Mr. Harkirat Singh
Ryait Executive Director (DIN: 07275740) shall retire at the forthcoming Annual General
Meeting and being eligible offers himself for re-appointment, on the same terms and
conditions on which they were appointed/ re-appointed.
In compliance with Regulation 36 of SEBI Listing Regulations and Secretarial Standard-2
on General Meetings, brief resumes of the Directors proposed to be appointed /
re-appointed are attached along with the Notice calling the ensuing Annual General
Meeting.
Independent Directors: Nomination and Remuneration Committee and the Board of
Directors of the Company respectively and in respect of whom the Company has received
notice under Section 160 of the Companies Act, 2013, CA Kanwalpreet Singh Walia (DIN :
00266474), who was appointed as an Additional Director (Non-Executive Independent) of the
Company with effect from May 24,2022, pursuant to Section 161 of the Act and Articles of
Association of the Company and who has submitted a declaration that he meets the criteria
of Independence as provided under the Act and the SEBI Listing Regulations, be and is
hereby appointed as an Independent Director of the Company by way of postal ballot,
through notice dated July 14, 2022 to hold office for a term of 3 (three) consecutive
years with effect from May 24, 2022 to May 23, 2025, not liable to retire by rotation.
Declaration by Independent Directors:
Independent Directors are non-executive directors as defined under Regulation 16(1) (b)
of the SEBI Listing Regulations and Section 149(6) of the Act along with rules framed
thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed
that they are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties. Based on
the declarations received from the Independent Directors, the Board of Directors has
confirmed that they meet the criteria of independence as mentioned under Section 149(6) of
the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations and that they are
independent of the management. Further, the Independent Directors have included their
names in the data bank of Independent Directors maintained with the Indian Institute of
Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
Company's Policy relating to Directors' appointment, payment of remuneration and
discharge of their duties: The Nomination and Remuneration Committee of the Company
has formulated a 'Nomination & Remuneration Policy' which includes the criteria for
determining qualifications, positive attributes, independence of a director and other
matters as provided under section 178(3) of the Companies Act, 2013.The Nomination and
Remuneration Policy is annexed hereto and forms part of this report as Annexure II.
Familiarization Programme for Board Members:
Your Company has formulated Familiarization Programme for all the Board Members in
accordance with Regulation 25 of the SEBI Listing Regulations and Schedule IV of the
Companies Act, 2013 which provides that the Company shall familiarize the Independent
Directors with the Company, their roles, rights, responsibilities in the Company, nature
of industry in which the Company operates, business model of the Company etc, through
various programs.
The Familiarization Program for Board Members may be accessed on the Company's website
https://www.asauto.in/pdf/63ef127eafdbbQ.5513959 5.pdf
Annual Evaluation of the Board Performance: The meeting of the Independent
Directors of the Company for the financial year 2022-23 was held on 14*1 February,
2023, to evaluate the performance of NonIndependent Directors, Chairperson of the Company
and the Board as a whole.
The evaluation was done by way of discussions on the performance of the Non-Independent
Directors, Chairman and the Board as a whole. The Policy on the performance evaluation of
I ndependent Directors, Board, Committees and other individual Directors which includes
criteria for performance evaluation of Non-Executive Directors and Executive Directors has
been formulated by the Company in the following manner:
| Sr. Performance No. evaluation of |
Performance evaluation performed by |
| 1, Board and individual directors |
Board after seeking inputs from all directors |
| 2. Board Committees |
Board seeking inputs from all committee members |
| 3. Individual Directors |
Nomination and Remuneration Committee |
| 4. Non-Independent Directors, Board asa whole and the Chairman |
Separate meeting of Independent Directors after taking views from Executive Directors
and other stakeholders |
| 5, Board, its Committees and Individual Directors |
At the Board Meeting held after the meeting of the Independent Directors based on
evaluation carried out as above. |
Key Managerial Personnels: In compliance with the provisions of Section 203 of the
Companies Act, 2013, following are the Key Managerial Personnels (KMPs) of the Company as
on 31st March, 2023.
| Sr. No. Name |
Designation |
| 1. Jasbir Singh Ryait |
Chairman & Managing Director |
| 2. SurinderSingh Ryait |
Managing Director |
| 3. AmarjitKaurRyait |
Executive Director |
| 4. Dalvinder Kaur Ryait |
Executive Director |
| 5. FtarkiratSingh Ryait |
Executive Director |
| 6. Deepak Chopra |
Chief Financial Officer |
| 7, Mani Saggi |
Company Secretary & Compliance Officer |
20. Number of Meetings of the Board:
During the year under review, the Board met eight times. The details of Board Meetings
are set out in the Corporate Governance Report that forms part of this Annual Report. The
intervening gap between any two meetings was within the period prescribed under the
Companies Act, 2013.
21. Committees of the Board:
Currently, the Board has three committees: the Audit Committee, Nomination and
Remuneration Committee and Stakeholders' Relationship Committee. All committees consist of
a combination of Independent as well as Non-Independent Directors as stipulated under the
provisions of the Companies Act, 2013.
A detailed note on the Board and its Committees is provided under the Corporate
Governance Report section in this Annual Report. The composition of the committees and
compliances, as per the applicable provisions of the Act and Rules, are as follows:
| Name of the Committee |
Composition of the Committee |
Highlights of Duties, responsibilities and activities. |
| Audit Committee |
Mr. Sharwan Sehgal Chairman Mr. Jasbir Singh Ryait Dr. Sehijpal Singh Khangura |
The Company has adopted the Vigil Mechanism for directors and employees to report
concerns about unethical behavior, actual or suspected fraud, or violation of the
Company's Code of Conduct and Ethics. In accordance with the provisions of the SEBI
Listing Regulations, the Company has formulated policies on related party transactions and
material subsidiaries. The policies are available on the website www.asarouDindia.com. |
| Nomination and Remuneration Committee |
Mr. Pardeep Sehgal, Chairman Mr. Sharwan Sehgal Dr. Sehijpal Singh Khangura |
The committee overseas and administers executive compensation, reviews the
compensation program to align both short term and long term compensation with business
objectives and to link compensation with the achievement of measurable performance
goals.The Nomination and Remuneration Committee has framed the Nomination and Remuneration
Policy. A copy of the policy is appended as Annexure II |
| Stakeholders Relationship Committee |
Mr. Pardeep Sehgal, Chairman Mr. Sharwan Sehgal Dr. Sehijpal Singh Khangura |
The committee reviews and ensures redressal of investor grievances. The committee
noted that all the grievances of the investors have been resolved during the year. |
Mr. Kanwalpreet Singh Walia was appointed as Independent Director of the Company w.e.f.
18"1 August, 2022 through the Postal Ballot,
22. Auditors, Audit Report and Audited Accounts: Statutory Auditors:
M/s Sukhminder Singh & Co. (ICAI Firm Registration No. 016737N), Chartered
Accountants, Ludhiana, were re-appointed as Statutory Auditors of the Company in 47lh
Annual General Meeting to hold office till the conclusion of 52n,) Annual
General Meeting (AGM),
Further, the Statutory Auditors of the Company have submitted Auditors' Report on the
account of the Company for the Financial Year ended 31st March, 2023.
The Auditors' Report read with the notes to the accounts referred to therein are
self-explanatory and, therefore, do not call for any further comments. There are no
qualifications, reservations or adverse remarks made by the Auditors.
Cost Auditors:
The Company is maintaining the Cost Records, as specified by the Central Government
under Section 148 of the Companies Act, 2013. The Board of Directors had appointed M/s
Pawan & Associates Cost Accountants, Mohali, as the Cost Auditors of the Company to
conduct Cost Audit of the accounts of the
Company for the financial year ended March 31, 2024. However, as per the provisions of
Section 148 of the Companies Act, 2013 read with Companies (Cost Audit and Records) Rules,
2014, the remuneration to be paid to the Cost Auditors is subject to ratification by the
members at the Annual General Meeting. Accordingly, the remuneration to be paid to M/s
Pawan & Associates, Cost Accountants, Mohali, for the financial year 2023-24 is placed
for ratification by the members.
Secretarial Auditors:
Pursuant to the provisions of Section 204 and other applicable provisions, if any, of
the Companies Act, 2013, M/s P.S. Dua & Associates, Practising Company Secretaries
were appointed as the Secretarial Auditor of the Company by the Board of Directors of the
Company in their meeting held on 14* February, 2023 for auditing the secretarial records
of the Company for the financial year 2022-23.
The Secretarial Auditors of the Company have submitted their Report in Form No, MR-3 as
required under Section 204 of the Companies Act, 2013 for the financial year ended March
31, 2023. The Board's remarks on the deviations marked/observations of the Secretarial
Auditor are as follows:
| Sr. Compliance Requirement No. (Act/Regulations/ circulars / guidelines including
specific clause) |
Deviations |
Observations/ Remarks of the Practicing Company Secretary |
| 1. Regulation 18(1 )(d) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 |
Chairperson of the Audit Committee was not present at the Annual General Meeting
["AGM"] to answer shareholder queries. |
The Chairperson of the Audit Committee was not able to connect to the AGM due to
networking issues and in his absence, Chairman authorized Mr. Deepak Chopra, Chief
Financial Officer to address the shareholder's grievances as per the information |
|
|
received from the management. |
| 2. Section 148 of the Companies Act, 2013 read with Rule 6(5) of The Companies (Cost
Records and Audit) Rules, 2014. |
Cost Audit Report was presented before the Board of Directors on BTJanuary, 2023 as
against the requirement to present the same by 30thSeptember, 2022. |
Cost Audit Report for the Financial Year 2021-2022 has been filed with MCA vide SRN
No. F58017856 dated 28lhJanuary, 2023 as per the information provided to us by
the Company. |
The Board of Directors assures the shareholders to make necessary efforts towards the
compliance of the above mentioned provisions from the next financial year onwards as and
when applicable.
The said Report forms part of this Annual Report as Annexure III.
23. Corporate Governance:
The Company has in place a system of Corporate Governance. Corporate Governance is
about maximizing shareholder value legally, ethically and sustainably.
A separate report on Corporate Governance forming part of the Annual Report of the
Company is annexed hereto. The requisite certificate from the Auditors of the Company
confirming compliance with the conditions of Corporate Governance is annexed to the report
on Corporate Governance as Annexure I.
24. Deposits:
During the year under review, the Company has not accepted any deposits from the public
falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest on
deposits from public was outstanding as on the date of the balance sheet.
25. Particulars of Loans, Guarantees and Investments:
Particulars relating to Loans, Guarantees and Investments under Section 186 of the
Companies Act, 2013 are provided in the notes no. 37 to the Financial Statements.
26. Related PartyTransactions:
All related party transactions that were entered into during the financial year, were
in the ordinary course of Company's business and were on arm's length basis. During the
year, the Company had not entered into any contract, arrangement ortransaction with any
related party which could be considered as material within the provisions of Regulation 23
of SEBI Listing Regulations. Accordingly, the disclosure of Related Party Transactions as
required under Section 134 of the Companies Act, 2013 in Form AOC-2 is not applicable.
All the related party transactions are placed before the Audit Committee for approval
on a quarterly basis. Members may refer to Note 44 to the Financial Statements which sets
out related party disclosures pursuant to Ind AS.
The Policy on dealing with related party transactions and the Policy for determining
material subsidiaries as approved by the Board of Directors may be accessed on the
Company's website https://www.asauto.in/Ddf/644a2d73280a61.80082121.pdf
27. Remuneration of Directors/ Employees and related analysis:
During the period under review, no employee of the Company received salary in excess of
the limits as prescribed under the Act. Accordingly, no particulars of employees are being
given pursuant to Section 134 of the Companies Act, 2013 read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The disclosures in respect of managerial remuneration as required under Section 197
read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the company, forms part of this report as per
Annexure IV.
28. CodeofConduct:
The Board has laid down a code of conduct for Board Members and Senior Management
Personnel of the Company. The code incorporates the duties of Independent Directors as
laid down in the Companies Act, 2013. The said code of conduct is posted on Company's
website.
The Board Members and Senior Management Personnel have affirmed compliance with the
said code of conduct. A declaration signed by the Chairman and Managing Director is given
at the end of the Corporate Governance Report.
29. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo:
In accordance with the requirements of Section 134 of the Companies Act, 2013,
statement showing particulars with respect to conservation of energy, technology
absorption and foreign exchange earnings and outgo is furnished as Annexure V to this
report.
30. Annual Return:
Pursuant to Section 92(3) of the Companies Act, 2013, a copy of the draft Annual Return
as on March 31, 2023 has been placed on the website of the Company and the web link of
such Annual Return is https://www.gsauto.in/pdf/639457b2102911.296871 81.pdf
31. Corporate Social Responsibility:
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility are not applicable to the Company.
32. Compliance with secretarial Standards:
The Board of Directors affirm that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)
relating to the Board and General Meetings.
33. General:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions/initiation on these matters during the
period under review:-
a) Material Changes affecting the Company
There were no other material changes/ commitments affecting the financial position of
the Company or that may require disclosure, between March, 2023 and the date of Board's
Report except the below mentioned:
The Company has received a notice under Section 13(2) of SARFAESI Act, 2002 being
Guarantor for the credit facilities to other Companies i.e, G S AUTOCOMP PRIVATE LIMITED
[CIN: U45202PB2006PTC030092] and G.S, CONSUMER PRODUCTS PRIVATE LIMITED [CIN:
U28100PB2006PTC030705]. The Company is in the process of taking legal recourse to deal
with it in an effective manner,
b) Details relating to deposits covered under Chapter V of the Act;
c) Any fraud reported by the Auditors of the Company under Section 143(12) read with
rule 13 of Companies (Audit and Auditors) Rules, 2014;
d) Significant material orders passed by Regulators or Courts or Tribunals which impact
the going concern status and the Company's Operations in future;
e) Change in the nature of business of the Company;
f) Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code,
2016; and
g) The requirement to disclose the 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 there of, is not applicable.
34. Directors' Responsibility Statement:
Pursuant to the provision of Section 134(5) of the Companies Act, 2013, the Board
hereby submit its responsibility statement. Your Directors confirm:
i. that in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
ii. that your Directors have selected appropriate 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 March 31,2023 and of the loss of the Company for the said financial year;
iii. that your 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;
iv. that your Directors have prepared the annual accounts on a going concern basis;
v. that your 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; and
vi. that your Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
35. Acknowledgements:
Your Directors place on record their sincere appreciation and gratitude to the
continuing patronage and trust of our valued customers, bankers, financial institutions,
business associates, shareholders and other statutory authorities who have extended their
continued support and encouragement to your Company. Your Directors wish to convey their
deep appreciation to the dealers, distributors of the Company for their achievements in
the field of sales and service and to suppliers and vendors and other business associates
for their valuable support.
Your directors also place on record their sincere appreciation for the enthusiasm and
commitment of all its employees for the growth of the Company and look forward to their
continued involvement and support.
| Place: Ludhiana For and on behalf of the |
|
| Date: 14.08.2023 |
Board of Directors |
| SdA |
Sd/- |
| Jasbir Singh Ryait |
Harkirat Singh Ryait |
| Chairman & |
Executive Director |
| Managing Director |
DIN:07275740 |
| DIN: 00104979 |
|
  Â