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Directors Report of Enkei Wheels (India) Ltd.
Dec 31, 2024
The Directors take pleasure in presenting the fifteenth Annual Report together with the Audited Financial Statements, for the financial year ended December 31, 2024:
(The Annual Report for FY 2024 can be accessed by web link www.enkei.in)
The Company''s financial performance during the financial year 2024, as compared to the previous year 2023 is summarized below:
|
('' In Million) |
||
|
Particulars |
For the Year ended December 31, 2024 |
For the Year ended December 31, 2023 |
|
Total Revenue |
8,503.17 |
7,242.02 |
|
Earnings before exceptional items, extraordinary items, interest, tax, depreciation and amortisation (EBITDA) |
671.15 |
682.95 |
|
Less: Depreciation |
508.69 |
415.47 |
|
Less: Financial Expenses |
140.16 |
106.96 |
|
Profit / (Loss) before exceptional and extraordinary items and tax |
22.30 |
160.52 |
|
Less: Exceptional and Extraordinary items |
- |
- |
|
Profit/(Loss) before Tax |
22.30 |
160.52 |
|
Less: Provisions for Taxes |
-4.26 |
43.57 |
|
Profit/(Loss) after Tax |
26.56 |
116.95 |
The automotive industry in India is one of the main pillars of the economy. With strong backward and forward linkages, it is a key driver of growth. The Automobile industry produced a total 30.61 million vehicles including Passenger Vehicles, Commercial Vehicles, Three Wheelers, Two Wheelers, and Quadricycles during the Financial Year ended on December 31, 2024. As a result, India holds a strong position in the international heavy vehicles arena. Despite various challenges, automobile industry achieved record growth in its different segments and indicated a positive trend for the industry.
Following the Industry trends, your Company effectively managed to work well during the financial year under review with improved sales growth in sales volume. The Company is continuously striving to take steps to control the cost,
streamlining processes and efficiency enhancements, your Company sustained profitable growth despite the current economic conditions.
During the Financial Year under review total standalone revenue of the Company increased to INR 8503.17 million from INR 7242.02 million for previous year. Your company achieved the sales of total INR 8316.07 million (Jan-Dec 2024) combined for 2W and 4W wheels as against previous year INR 7066.66 Million .Profit before Interest, Depreciation, Exceptional Items and Tax was at INR 671.15 Million as against INR 682.95 Million for the previous year, showing marginal decline of INR 11.81 Million . The profit before exceptional items & tax for the Financial Year decreased to INR 22.30 Million in Financial Year 2024 from profit of INR 160.52 Million in Financial Year 2023 due to increased raw material price, finance cost and
Depreciation. Depreciation is increased due to capitalization of work in progress during the reporting period.
Your Company had posted overall growth of 17 percent in terms of sales as compared to the previous year which is amounting to INR 1,249.41 Million.
The Company remains optimistic about growth in the financial year 2025, as a credible recovery in the Indian economy and a positive inducement towards increasing alloy wheels'' demand in near future.
During the year under review, there were no changes in the structure of share capital of the company compared with previous year.
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee (''ICC'') is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.
During FY24, the Company has received no complaints on sexual harassment. There was neither any pending cases nor undergoing investigations is going on the last quarter of FY24.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 "OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT"
No matters of actual or alleged fraud has been reported by the auditors under sub-section (12) of Section 143 of the Companies Act, 2013.
The annual listing fees for the year under review have been paid to BSE Limited where your Company''s shares are listed.
During the year under review, Five Board Meetings were convened and held. The intervening gap between the two consecutive Meetings was within the period prescribed under the Companies Act, 2013 and as per the SEBI (Listing
Obligation & Disclosure) Regulations, 2015. Following are the details of the Board Meeting held during the year:
|
Name of Director |
No. of Board Meetings Attended (Total Meetings held: 5) |
|
Mr. Kazuo Suzuki |
1/1 |
|
Mr. Kenjiro Hama |
4/4 |
|
Mr. Junichi Suzuki |
1/1 |
|
Mr. Shailendrajit Rai |
4/5 |
|
Dr. Haresh Shah |
2/2 |
|
Mr. Satyavara P. Garimella |
1/2 |
|
Ms. Smita Subhash Patti |
2/2 |
|
Mr. Makoto Miura (Alternate Director) |
3/4 |
|
Mr. Ratanlal Goel |
3/3 |
|
Mr. Satchidanand Ranade |
3/3 |
|
Ms. Kavita Jain |
3/3 |
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
Pursuant to schedule IV of the Companies Act, 2013, the Independent Directors of the Company shall hold at least one meeting in a year without attendance of Non-Independent Directors and members of the Management. Accordingly, Independent Directors of the Company met on December 20, 2024 to consider the following business as required under the Companies Act, 2013:
I. review the performance of Non-Independent Directors and the Board as a whole;
II. review the performance of the Chairperson of various committees of the Company, taking into account the views of Executive Directors and Non-Executive Directors;
III. assess the quality, quantity and timeliness of flow of information between the Company''s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
All the Independent Directors were present at the meeting.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2.
The Company have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review the Company was in compliance with the Secretarial Standards, i.e., SS-1 and SS- 2,
relating to "Meetings of the Board of Directors" and "General Meetings" respectively.
FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS
The company as required under Schedule IV of the Companies Act, 2013 and Listing Regulations has made arrangement to facilitate the Independent Directors to familiarize with the operations of the company, their roles, rights, responsibilities as Directors of the company considering the nature of the industry in which the company operates, business model of the company, etc. The above aspect can be accessed by web link www.enkei.in. During the F.Y. 2024.
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 hereby confirmed as under:
a. that, in the preparation of the annual accounts for the year ending on December 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. that, the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 that year;
c. that, the Directors had 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;
d. that, the Directors had prepared the annual accounts for the year ended on December 31, 2024 on a going concern basis;
e. proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
Your Directors do not recommended payment of dividend for the financial year 2024 in view of lower profits during the year and requirement of capital retention for future business expansion / diversification plan.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend declared and paid in last year. Further there is no unclaimed dividend or outstanding dividend, standing in the books of the Company.
A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations under section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and in 16 (1) (b) of Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 and pursuant to Regulation 25(8) of the Listing Regulations, each Independent Director confirmed that he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/ her duties with an objective independent judgment and without any external influence and that he/she is independent of the management. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.
COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:
The Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.
The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates compared to the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.
The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection
and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration.
Criteria for determining qualifications, positive attributes and independence of a Director In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:
i. The Committee shall consider the ethical standards of integrity and probity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and accordingly recommend to the Board his/her appointment.
ii. The Company should ensure that the person so appointed as Director/Independent Director/KMP/Senior Management Personnel shall not be disqualified under the Companies Act, 2013, rules made thereunder, Listing Agreement or any other enactment for the time being in force.
iii. The Director/Independent Director/KMP/Senior Management Personnel shall be appointed as per the procedure laid down under the provisions of the Companies Act, 2013, rules made thereunder, Listing Agreement or any other enactment for the time being in force.
iv. A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
The Company policy on Directors & KMP remuneration is available on the Company''s website at http://www.enkei.in/ download/others/Nomination Remuneration Policy.pdf
A. Statutory Auditors
M/s. Kirtane & Pandit LLP, Chartered Accountants (Firm Registration No. 105215W / W100057 were re-appointed as Statutory Auditor of the Company for a tenure of 5 years commencing from conclusion of the 15th Annual General Meeting (AGM) of the Company held on May 22, 2024, until conclusion of 20th Annual General Meeting of the Company to be held in the year 2029.
B. 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, read with regulation 24A of SEBI (Listing obligations
and Disclosure Requirements) Regulations, 2015, the Board of the Directors vide their Board Meeting held on April 28, 2025 and on basis of recommendation received from Audit Committee, recommend to the shareholders for appointment of Ms Snehal Phirange, Practising Company Secretary (Membership No. FCS 8103 CP No. 8064) for a term of Five years w.e.f. January 01, 2025 to December 31, 2029, to undertake the Secretarial Audit of the Company.
The Report of the Secretarial Audit for the Financial year 2024, issued by M/s. Shailesh Indapurkar and Associates, Practicing Company Secretary, is annexed herewith as ''Annexure II'' to this Report.
M/s. Shailesh Indapurkar and Associates, Practicing Company Secretary have also issued Secretarial Compliance Report as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder, same is annexed herewith as ''Annexure III'' to this Report.
EXPLANATION ON COMMENTS ON STATUTORY AUDITORS'', SECRETARIAL COMPLIANCE REPORT AND SECRETARIAL AUDITORS'' REPORTS:
There was no qualification, adverse remarks or reservation in the Audit Report issued by the Statutory Auditors M/s Kirtane & Pandit LLP except an observation on audit trail facility at the database level in accounting / payroll software related to the master records .
In this regard, it is informed that the above said observations do not have any impact on the financials of the Company. Management has already discussed with the software /service providers and necessary changes will be implemented in the first half of FY 2025.
There are no qualifications, reservations or adverse remarks or disclaimers made by Mr. Shailesh Indapurkar, Practicing Company Secretary, in his Secretarial Audit Report and Annual Secretarial Compliance Report.
COST AUDIT REPORT AND MAINTENANCE OF COST RECORDS:
The Cost audit under provisions of Section 148 of the Companies Act, 2013 is not applicable to the Company. Hence the Company has not conducted the cost audit for the financial year 2024.
Maintenance of cost records has not been specified by the Central Government under sub section (1) of section 148 (1) of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 for the business activities carried out by the Company.
The management is accountable for the integration of risk management practice into the day to-day activities. The risk assessment and minimization procedures being followed by the management and steps taken by it to mitigate these risks are periodically placed before the Board and Audit Committee along with findings of the internal auditors. All the assets of the Company are adequately insured. No major elements of the risk exist, which in the opinion of the Board may threaten the existence of the company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st December, 2024, are set out in Notes to the Financial Statements of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:
All contract/arrangement/transactions entered by the Company during the Financial Year 2024 with the related parties were in the ordinary course of business and on arm''s length basis. Hence, no particulars are being provided in Form AOC-2. Certain transactions, which were repetitive in nature, were approved through omnibus route.
As per the SEBI Listing Regulations, if any Related Party Transactions CRPTs'') with a related party, exceeds ^ 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members'' approval. In this regard, during the year under review, the Company has taken necessary Members'' approval.
Pursuant to the requirements of the Act and the SEBI Listing Regulations the Company has formulated a policy on RPTs and is available on Company''s website www.enkei.in.
Further, we draw your attention to Note no 31(j) of the Financial Statements of the Company.
Discussion on state of Company''s affairs has been covered in the Management Discussion and Analysis Report which forms part of this report.
AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:
No amount has been transferred to reserves, profit has been transferred to profit and loss account.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of the report.
The statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is provided in Annexure-I forming part of this Report. The information as per Rule 5(2) and Rule 5(3) of the Rules, forms part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT FOREIGN EXCHANGE EARNINGS AND OUTGO:
Since, energy conservation plays a significant role in maintaining pollution free environment, your company is committed towards environmental sustainability by conserving energy and resources. The Company gives highest priority to ensure environmental friendly practices at all factories and offices. These include reduction in power consumption & Water wastage and eliminating excess use of paper and using ecofriendly products etc.
Under energy saving drive, company has made some changes in manufacture process as a measure to save the energy. The Company took measure to save energy by way of management of compressor. These measure lead to reduce the energy Consumption in the factory.
Within the Company, there are continuous efforts towards improving operational efficiencies, minimizing consumption of natural resources, energy & CO2 emissions while maximizing production volumes.
During the year under review, the Company is in the process of updation of MAP2 facility into MAT facility. This will lead to reduction in the processing time of wheels manufacturing and increase the production capacity of the Company which will increase the volume and revenue.
Enkei is initiating towards obtaining laser marking facility. As per BIS (Bureau of Indian Standards) regulation company has started doing ISI marking inside the wheel as per the customer requirement.
FOREIGN EXCHANGE EARNINGS & OUTGO (CASH BASIS):
During the year, total inflows (on cash basis) in foreign exchange were ^ 7.68 Million and total outflows (on cash basis) in foreign exchange were ^ 5,097 Million.
CORPORATE SOCIAL RESPONSIABLITY (CSR):
For the year under review the provisions of Section 135 of the Companies Act, 2013 are applicable to the company. Further, the Board of Directors has formed the CSR Committee & approved CSR Policy.
The detailed constitution of CSR Committee is provided in Corporate Governance Report & CSR Policy is available on the website of the Company.
CSR Expenditure incurred by the company during the financial year 2024 as per the provision of Section 135 of Companies Act, for FY 2024 are mentioned in the Annexure IV.
PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES:
In compliance with the provisions of the Companies Act, 2013, the SEBI Listing Regulations and Guidance note on Board evaluation issued by SEBI, the Nomination and Remuneration Committee of the Board of Directors of the Company has carried out a formal annual evaluation of the Board, its committees and individual directors. Further, the Board of Directors have also carried out the evaluation of the Board as a whole, its committees, Chairman of the Board and all the Individual and Independent Directors on the Board.
The performance evaluation of the Board and its committees was made after seeking inputs from all the Directors of the Company on the basis of effectiveness of board processes, information and functioning, degree of fulfillment of key responsibilities towards stakeholders, governance issues, effectiveness of control system in identifying material risks and reporting of material violations of policies and law, Board/Committees structure, composition and role clarity, experience and competencies, establishment and delineation of responsibilities to committees, frequency of meetings, circulation of agenda of the meetings, recording of minutes, adherence to law, Board/Committee culture and dynamics, quality of relationship between Board members and the
Management, efficacy of communication with external stakeholders, etc.
The Board and the Nomination and Remuneration Committee (NRC) of the Company evaluated the performance of Individual Directors (including independent directors) based on criteria such as qualifications, experience, knowledge and competency, fulfillment of functions and integrity including adherence to Code of Conduct and Code of Independent Directors of the Company, safeguarding of the Confidential information and of interest of Whistle Blowers under Vigil Mechanism, compliance with policies and disclosures of interest and fulfillment of other obligations imposed by the law, contribution and initiative, availability, attendance, participation and ability to function as a team, commitment, independence, independent views and judgement and guidance/support to management outside board, etc.
A separate meeting of the Independent Directors ("Annual ID meeting") was convened on December 20, 2024, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman and the quality, quantity and timeliness of flow of information between the Company, Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the Nomination and Remuneration Committee with the Board''s Chairman covering performance of the Board as a whole; performance of the Non-Independent Directors.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:
DIRECTORS AND KMP''S APPOINTED / RESIGNED DURING THE YEAR:
During the financial year under review,
- Mr. Kenjiro Hama, (DIN: 10516270) was appointed as Managing Director with effect from February 23, 2025 in place of Mr. Kazuo Suzuki.
- Mr. Ratanlal Goel (DIN: 07663394), Mr. Satchidanand Ranade (DIN: 03525423) and Ms Kavita Sethi Jain (DIN: 07964461) were appointed as Independent Directors in the place of Mr. Haresh Shah, Mr. GSV Prasad and Ms. Smita Patti, at the Annual General Meeting held on May 22, 2024 with effect from May 23, 2024.
- Mr. Kunal Dhoke, Chartered Accountant was appointed as Chief Financial officer of the Company w.e.f. October 08, 2024, in place of Mr. Jitendra Parmar.
Thereupon, the intimation of relevant appointment of Independent Directors and required e-forms including
necessary documents were filed with the registrar of companies (ROC) and Bombay stock exchange (BSE) within the applicable timelines by the company.
There was no other change in composition of board, key managerial persons during Financial Year except above.
DIRECTORS PROPOSED TO BE RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING:
Mr. Shailedrajit Rai, Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013:
During the financial year under review, Company did not accept any deposits which are not in compliance with the requirements of Chapter V of The Companies Act, 2013.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business during the Financial Year under review.
SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year under review, there are no companies which has become/ ceased to become a Subsidiary/ Joint Ventures/ Associate Companies.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:
The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the year.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has developed a strong two tier internal control framework comprising entity level controls and process level controls. The entity level controls of the Company include elements such as defined code of conduct, whistle blower policy, rigorous management review, MIS and strong internal audit mechanism. The process level controls have been ensured by implementing appropriate checks and balances to ensure adherence to Company policies and procedures, efficiency in operations and also reduce the risk of frauds.
Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.
The composition of all committees formed by board is provided in Corporate Governance Report.
The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for Directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The aforesaid policy has also been uploaded on the Company''s website.
A Cash Flow Statement for the year ended 31st December, 2024 is attached to the Balance Sheet.
Corporate Governance report for the year under review is annexed herewith.
In compliance with Section 134(3)(a) and 92(3) of the Act, the Annual Return is being uploaded on the website of the Company at www.enkei.in.
Your Directors wish to convey their appreciation to all the employees for their collective contribution to the Company''s performance. Directors also wish to thank Enkei Corporation, our promoters, banks, financial institutions, and customers for their unstinted support and shareholders for their confidence reposed in the management.
Dec 31, 2022
The Directors take pleasure in presenting the fourteenth Annual Report together with the Audited Financial Statements, for the financial year ended December 31, 2022:
(The Annual Report for FY 2022 can be accessed by web link www.enkei.in)
FINANCIAL HIGHLIGHTS:
The Company''s financial performance during the financial year 2022, as compared to the previous year 2021 is summarised below:
|
Particulars |
For the Year ended December 31, 2022 |
For the Year ended December 31, 2021 |
|
Total Revenue |
6,719.12 |
4,529.03 |
|
Earnings before exceptional items, extraordinary items, interest, tax, depreciation and amortisation (EBITDA) |
532.52 |
386.86 |
|
Less: Depreciation |
283.96 |
191.48 |
|
Less: Financial Expenses |
152.84 |
20.50 |
|
Profit / (Loss) before exceptional and extraordinary items and tax |
95.72 |
174.78 |
|
Less: Exceptional and Extraordinary items |
- |
- |
|
Profit/(Loss) before Tax |
95.72 |
174.78 |
|
Less: Provisions for Taxes |
58.61 |
12.01 |
|
Profit/(Loss) after Tax |
37.11 |
162.77 |
REVIEW OF OPERATIONS:
During the Financial year 2022, after recovery from COVID-19 waves, market demand of passenger vehicles was at high level. The Indian Automobile Industry also witnessed some volatility at the second quarter of the Financial Year, as the domestic economic growth was temporarily slow down due to escalation of geo-political trade tensions, mounting oil and commodity prices and inflationary pressures and overall volatility that came as a storm which consequently dragged the growth prospects of economy as whole. However pent up demand and timely fiscal and monetary policy measures helped the Indian economy to withstand the challenges and there was a strong bounce back in economic activity. Despite the overall volatility, your company effectively managed to perform well during the year under review with improved capacity utilisation and recorded significant growth in sales volume.
During the Financial Year under review total standalone revenue of the Company increased to INR 6,719.12 Million
from INR 4,529.03 Million for previous year. Profit before Interest, Depreciation, Exceptional Items and Tax increased to INR 532.52 Million as against INR 386.86 Million for the previous year. The profit before exceptional items & tax for the Financial Year decreased to INR 95.72 Million in Financial Year 2022 from profit of INR 174.78 Million in Financial Year 2021 due to impact of foreign exchange loss and increased employee cost. Moreover, your company landed with the sales of total INR 6,537.40 Million (Jan-Dec 2022) combined for 2W and 4W as against previous year INR 4,446.11 Million.
Your Company had posted 47 percent of overall growth in terms of sales volume which is amounting to INR 2,129.65 Million during the year under review as compared to the last year 12 months'' period.
The Company remains optimistic about growth in the next financial year, as a credible recovery in the Indian economy and a positive inducement towards increasing alloy wheels'' demand in near future.
CAPITAL:
During the year under review, there were no changes in the structure of share capital of the company compared with previous year.
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 provides for protection against sexual harassment of women at workplace and for the prevention and Redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto.
The Company has framed a Policy on Prevention of Sexual Harassment at Workplace as per the provisions of this Act. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.
There were no cases reported during the year under review under the said Policy.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 "OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT":
No matters of actual or alleged fraud has been reported by the auditors under sub-section (12) of Section 143 of the Companies Act, 2013.
LISTING FEES:
The annual listing fees for the year under review have been paid to BSE Limited where your Company''s shares are listed.
BOARD MEETINGS:
During the year under review, Four Board Meetings were convened and held. The intervening gap between the two consecutive Meetings was within the period prescribed under the Companies Act, 2013 and as per the SEBI (Listing Obligation & Disclosure) Regulations, 2015. Following are the details of the Board Meeting held during the year:
|
Name of Director |
No. of Board Meetings Attended (Total Meetings held: 4) |
|
Mr. Kazuo Suzuki |
4/4 |
|
Mr. Junichi Suzuki |
4/4 |
|
Mr. Shailendrajit Rai |
3/4 |
|
Dr. Haresh Shah |
4/4 |
|
Mr. Satyavara P. Garimella |
4/4 |
|
Ms. Smita Subhash Patti |
4/4 |
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
Pursuant to schedule IV of the Companies Act, 2013, the independent directors of the Company shall hold at least one meeting in a year without attendance of non-independent directors and members of the Management. Accordingly, independent directors of the Company met on Tuesday, November 15, 2022 to consider the following business as required under the Companies Act, 2013:
I. review the performance of non-independent directors and the Board as a whole;
II. review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;
III. assess the quality, quantity and timeliness of flow of information between the Company''s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
All the independent directors were present at the meeting.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:
The Company have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review the Company was in compliance with the Secretarial Standards, i.e., SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings" respectively.
FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS:
The company as required under Schedule IV of the Companies Act, 2013 and Listing Regulations has made arrangement to facilitate the independent directors to familiarise with the operations of the company, their roles, rights, responsibilities as Directors of the company considering the nature of the industry in which the company operates, business model of the company, etc. The above aspect can be accessed by web link www.enkei.in. During the F.Y. 2022.
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 hereby confirmed as under:
a. that, in the preparation of the annual accounts for the year ending on December 31, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. that, the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 that year;
c. that, the directors had 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;
d. that, the directors had prepared the annual accounts for the year ended on December 31, 2022 on a going concern basis;
e. proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
DIVIDEND:
Your Directors do not recommended payment of dividend for the financial year 2022 in view of capital retention for future business expansion diversification plan.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend declared and paid in last year. Further there is no unclaimed dividend or outstanding dividend, standing in the books of the Company.
A STATEMENT ON DECLARATION GIVEN 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 in 16 (1) (b) of Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 and pursuant to Regulation 16(1)(b) of the Listing Regulations, each Independent Director confirmed that he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/ her ability to discharge his/ her duties with an objective independent judgment and without any external influence and that he/she is independent of the management.
COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:
The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection
and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration.
The Company policy on Directors & KMP remuneration is available on the Company''s website at http://www.enkei.in/ download/others/Nomination Remuneration Policy.pdf
AUDITORS:
A. Statutory Auditors
Pursuant to the provisions of section 139 of Companies Act 2013, and the companies (Audit and Auditors) Rules 2014, M/s. Kirtane & Pandit LLP, Chartered Accountants (Firm Registration No. 105215W / W100057) serves as the Statutory Auditors of the Company to undertake the Statutory Audit of the Company.
Details of remuneration is provided in note to Balance Sheet 39 (f). There is no material difference in the remuneration offered and remuneration paid to the present Auditors.
B. 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 has appointed M/s. Shailesh Indapurkar and Associates, Practicing Company Secretary (Membership No. ACS 17306 CP No. 5701), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as ''Annexure II'' to this Report.
M/s. Shailesh Indapurkar and Associates, Practicing Company Secretary have also issued Secretarial Compliance Report as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder, same is annexed herewith as ''Annexure III'' to this Report.
EXPLANATION ON COMMENTS ON STATUTORY AUDITORS'', SECRETARIAL COMPLIANCE REPORT AND SECRETARIAL AUDITORS'' REPORTS:
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Kirtane & Pandit LLP, Statutory Auditors, in their Audit Report and by Mr. Shailesh Indapurkar, Practicing Company Secretary, in his Secretarial Audit Report and Annual Secretarial Compliance Report.
COST AUDIT REPORT AND MAINTENANCE OF COST RECORDS:
The Cost audit under provisions of Section 148 of the Companies Act, 2013 is not applicable to the Company. Hence the Company has not conducted the cost audit for the financial year 2022.
Maintenance of cost records has not been specified by the Central Government under sub section (1) of section 148 (1) of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 for the business activities carried out by the Company.
RISK MANAGEMENT:
The management is accountable for the integration of risk management practice into the day to-day activities. The risk assessment and minimisation procedures being followed by the management and steps taken by it to mitigate these risks are periodically placed before the Board and Audit Committee along with findings of the internal auditors. All the assets of the Company are adequately insured. No major elements of the risk exist, which in the opinion of the Board may threaten the existence of the company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on December 31, 2022, are set out in Notes to the Financial Statements of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:
All contract/arrangement/transactions entered by the Company during the Financial Year 2022 with the related parties were in the ordinary course of business and on arm''s length basis. Hence, no particulars are being provided in Form AOC-2.
Further, we draw your attention to Note no 39 (j) of the Financial Statements of the Company.
STATE OF COMPANY''S AFFAIRS:
Discussion on state of Company''s affairs has been covered in the Management Discussion and Analysis Report.
AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:
Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:
There have been no material changes and commitments affecting the financial position of the Company which have
occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of the report.
EMPLOYEES'' REMUNERATION:
The statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is provided in Annexure-I forming part of this Report.. The information as per Rule 5(2) and Rule 5(3) of the Rules, forms part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT FOREIGN EXCHANGE EARNINGS AND OUTGO:
CONSERVATION OF ENERGY:
Since, energy conservation plays a significant role in maintaining pollution free environment, your company is committed towards environmental sustainability by conserving energy and resources. The Company gives highest priority to ensure environmental friendly practices at all factories and offices. These include reduction in power consumption & Water wastage and eliminating excess use of paper and using eco-friendly products etc.
Under energy saving drive company installed LED lights in different locations of plant, office light automation system and purchase electric forklift and electric vehicle for interunit shifting of manufactured Wheels to reduce the consumption of diesel under water saving drive, water usage target was set for each plant for ensuring optimal use of water.
Within the Company, there are continuous efforts towards improving operational efficiencies, minimising consumption of natural resources, energy & CO2 emissions while maximising production volumes .
TECHNOLOGY ABSORPTION:
During the year under review company has changed layout at casting inspection which helps to improve PTR (Pass Through Ratio). Also company has changed layout at machining inspection area for easy material flow and reducing operation fatigue. Company has reduced cycle time of GDC (Gravity Die Casting) & CNC (Computer Numerical Control) process to improve productivity. Your company is continuously using MAT (Most Advanced Technology) process for new models. MAT process helps to improve material properties. Safety measure is greatly improved due to MAT (Flow foaming technology) process. The Company has installed MAC (Most Advanced Concept) which will reduce the production time and increase the productivity around 1.5 time of the existing capacity.
RESEARCH AND DEVELOPMENT:
Enkei is initiating towards obtaining laser marking facility. As per BIS (Bureau of Indian Standards) regulation company has started doing ISI marking inside the wheel as per the customer requirement.
Foreign Exchange Earnings & Outgo (Cash Basis)
During the year, total inflows (on cash basis) in foreign exchange were INR 0.09 Million and total outflows (on cash basis) in foreign exchange were INR 3739.76 Million.
CORPORATE SOCIAL RESPONSIABLITY (CSR):
For the year under review the provisions of Section 135 of the Companies Act, 2013 are applicable to the company. Further, the Board of Directors has formed the CSR Committee & approved CSR Policy.
The detailed constitution of CSR Committee is provided in Corporate Governance Report & CSR Policy is available on the website of the Company.
The Company is strived to incur CSR expenditure during the financial year 2022, being not eligible as per the provision of Section 135 of the Companies Act, CSR expenditure computed is Nil.
Performance evaluation of Board and its Committees
In compliance with the provisions of the Companies Act, 2013, the SEBI Listing Regulations and Guidance note on Board evaluation issued by SEBI, the Nomination and Remuneration Committee of the Board of Directors of the Company has carried out a formal annual evaluation of the Board, its committees and individual directors. Further, the Board of Directors have also carried out the evaluation of the Board as a whole, its committees, Chairman of the Board and all the Individual and Independent Directors on the Board.
The performance evaluation of the Board and its committees was made after seeking inputs from all the directors of the Company on the basis of effectiveness of board processes, information and functioning, degree of fulfillment of key responsibilities towards stakeholders, governance issues, effectiveness of control system in identifying material risks and reporting of material violations of policies and law, Board/Committees structure, composition and role clarity, experience and competencies, establishment and delineation of responsibilities to committees, frequency of meetings, circulation of agenda of the meetings, recording of minutes, adherence to law, Board/Committee culture and dynamics, quality of relationship between Board members and the Management, efficacy of communication with external stakeholders, etc.
The Board and the Nomination and Remuneration Committee (NRC) of the Company evaluated the performance of individual directors (including independent directors) based on criteria such as qualifications, experience, knowledge and competency, fulfillment of functions and integrity including adherence to Code of Conduct and Code of Independent Directors of the Company, safeguarding of the Confidential information and of interest of Whistle Blowers under Vigil Mechanism, compliance with policies and disclosures of interest and fulfillment of other obligations imposed by the law, contribution and initiative, availability, attendance, participation and ability to function as a team, commitment, independence, independent views and judgement and guidance/support to management outside board, etc.
A separate meeting of the Independent Directors ("Annual ID meeting") was convened on 15.11.2022, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman and the quality, quantity and timeliness of flow of information between the Company, Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the Nomination and Remuneration Committee with the Board''s Chairman covering performance of the Board as a whole; performance of the Non-Independent Directors.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:
DIRECTORS AND KMP''S APPOINTED / RESIGNED DURING THE YEAR:
During the financial year under review,
⢠The Board Member had ratified the appointment of Mr. Sourav Chowdhury and resignation of Mr. Jitendra Parmar as Compliance officer w.e.f. June 18, 2022 and the Board approved the appointment of Mr. Sourav Chowdhury, a qualified Company secretary, as Company Secretary of the Company w.e.f. August 9, 2022, in place of Mr. Jeevanjyoti Nayak who resigned from the position of Company Secretary w.e.f. May 30, 2022.
Thereupon, the intimation of relevant appointment & resignation of Company Secretary/ Compliance Officer and required e-forms including necessary documents were filed with the registrar of companies (ROC) and Bombay stock exchange (BSE) in due course of time by the company.
There was no other change in composition of board, key managerial persons during Financial Year except above.
DIRECTORS PROPOSED TO BE RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING:
Mr. Shailendrajit Rai, Non- Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013:
During the financial year under review, company did not accept any deposits which are not in compliance with the requirements of Chapter V of The Companies Act, 2013.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business during the Financial Year under review.
SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year under review, there are no companies which has become/ ceased to become a Subsidiary/ Joint Ventures/ Associate Companies.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:
The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the year.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has developed a strong two tier internal control framework comprising entity level controls and process level controls. The entity level controls of the Company include elements such as defined code of conduct, whistle blower policy, rigorous management review, MIS and strong internal audit mechanism. The process level controls have been ensured by implementing appropriate checks and balances to ensure adherence to Company policies and procedures, efficiency in operations and also reduce the risk of frauds. Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.
COMPOSITION OF COMMITTEES:
The composition of all committees formed by board is provided in Corporate Governance Report.
VIGIL MECHANISM:
The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The aforesaid policy has also been uploaded on the Company''s website.
CASH FLOW:
A Cash Flow Statement for the year ended December 31, 2022 is attached to the Balance Sheet.
CORPORATE GOVERNANCE:
Corporate Governance report for the year under review is annexed herewith.
OTHER DISCLOSURE:
In compliance with Section 134(3)(a) and 92(3) of the Act, the Annual Return is being uploaded on the website of the Company at www.enkei.in.
ACKNOWLEDGEMENT:
Your Directors wish to convey their appreciation to all the employees for their collective contribution to the Company''s performance. Directors also wish to thank Enkei Corporation, our promoters, banks, financial institutions, and customers for their unstinted support and shareholders for their confidence reposed in the management.
For & On Behalf of the Board of Directors
Kazuo Suzuki Haresh Shah
Managing Director Director
(DIN: 08350372) (DIN: 00228471)
Place: Pune
Date: February 23, 2023
Mar 31, 2019
To,
The Members,
The are delighted to present the Tenth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2019.
Financial Highlights
The Companyâs financial performance during the year 2018-19, as compared to the previous year 2017-18 is summarized below:
(Rs. In Million)
|
Particulars |
For the Year ended March 31, 2019 |
For the Year ended March 31, 2018 |
|
Total Revenue |
4759.06 |
4792.72 |
|
Earnings before exceptional items, extraordinary items, interest, tax, depreciation and amortisation (EBITDA) |
272.43 |
424.53 |
|
Less: Depreciation |
213.38 |
232.99 |
|
Less: Financial Expenses |
55.35 |
47.92 |
|
Profit / (Loss) before exceptional and extraordinary items and tax |
3.69 |
143.62 |
|
Less: Exceptional and Extraordinary items |
(133.04) |
(49.66) |
|
Profit/(Loss) before Tax |
136.73 |
193.29 |
|
Less: Provisions for Taxes |
9.41 |
85.48 |
|
Profit/(Loss) after Tax |
127.33 |
107.80 |
REVIEW OF OPERATIONS
In the financial year, 2018-19 your Company has focused on productivity up due to change in Production facility, change in 4W manufacturing plant. Financial year was sluggish and major slowdown was noticed in the 2nd half of the year. During the year Metal price was at its peak in 1st half of the financial year which has adversely affected the margin of the Company. Overall your Company landed with the sales of total 2.16 million wheels during the year under review as against total sales 2.37 million wheels. Your Company had posted 9.3% overall de growth in terms of sales volume as well as 0.7% de growth in sales value in year under review as compared to last year.
TURNOVER
During the year under review, the Company has recorded Gross Sales of Rs. 4,759.06 in current financial year as compared to Gross Sales of Rs. 4,792.72 million of last financial year. As compared to the last year sale of company was slightly reduced due to slow down condition in auto industry of India
CAPITAL
During the year under review, Company has allotted 8,11,000 Equity Shares on Preferential basis on 25th May 2018 against share application money of Rs. 34,87,30,000 at Rs. 430 (including the premium of Rs. 425) each received from its Holding Company i.e. Enkei Corporation, Japan after obtaining requisites approvals from all competent authorities.
Company have raised fund through preferential issue for the purpose of expansion of plant at Shikrapur, Pune. Entire proceeds of the preferential issue was utilised for said purpose.
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 provides for protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto.
The Company has framed a Policy on Prevention of Sexual Harassment at Workplace as per the provisions of this Act. There were no cases reported during the year under review and no complaints were pending as on end of the financial year under the said Policy.
Details in respect of frauds reported by auditors under sub-section (12) of Section 143 âother than those which are reportable to the Central Governmentâ
No matters of actual or alleged fraud has been reported by the auditors under sub-section (12) of Section 143 of the Companies Act, 2013.
LISTING FEES
The annual listing fees for the year under review have been paid to BSE Limited where your Companyâs shares are listed.
PARTICULARS OF INFORMATION FORMING PART OF THE BOARDâS REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT - 9 is annexed herewith as âAnnexure Iâ to this Report.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, Eight Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and as per the SEBI (Listing Obligation & Disclosure) Regulations, 2015.Following are the details of the Board Meeting held during the year
|
Name of Director |
No. of Board Meetings Attended (Total Meetings held: 8) |
|
Mr. Kazuhiko Shimamura |
8/8 |
|
Mr. Junichi Suzuki |
2/8 |
|
Mr. Shailendrajit Rai |
7/8 |
|
Dr. Haresh Shah |
8/8 |
|
Mr. Satyavara P. Garimella |
8/8 |
|
Ms. Shilpa Dixit |
8/8 |
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to schedule IV of the Companies Act, 2013, the independent directors of the Company shall hold at least one meeting in a year without attendance of non-independent directors and members of the Management. Accordingly, independent directors of the Company met on Tuesday, 19th March 2019 to consider the following business as required under the Companies Act, 2013:
I. review the performance of non-independent directors and the Board as a whole;
II. review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;
III. assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
All the independent directors were present for the meeting.
FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS
The company as required under Schedule IV of the Companies Act, 2013 and Listing Regulations has made arrangement to facilitate the independent directors to familiarize with the operations of the company, their roles, rights, responsibilities as Directors of the company considering the nature of the industry in which the company operates, business model of the company,etc. The above aspect can be accessed on website www.enkei.in. During the F.Y. 2018-19 no new independent directors have been appointed by the company.
DIRECTORâS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013, with respect to Directorsâ responsibility Statement, it is hereby confirmed as under:
a. That in the preparation of the annual accounts for year ending on 31st March 2019; the applicable accounting standards had been followed along with proper explanation relating to material departures.
b. That 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 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 that year.
c. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding assets of the company and for preventing and detecting fraud and other irregularities.
d. That the Directors had prepared the annual accounts for the year ended on 31st March 2019 on a going concern basis.
e. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
DIVIDEND
In the view of continuing expansion your Directors have decided to conserve the resources of the company, and hence your Directors have not recommended any dividend for the current financial year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in last year. Further there is no unclaimed dividend or outstanding dividend, standing in the books of the Company.
A STATEMENT ON DECLARATION GIVEN 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 in 16 (1) (b) of Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 and pursuant to Regulation 16(1)(b) of the Listing Regulations, each Independent Director confirmed that, he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/ her ability to discharge his/ her duties with an objective independent judgment and without any external influence and that he/she is independent of the management.
COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The Company policy on Directors & KMP remuneration is available on the Companyâs website at http://www.enkei.in/download/ others/Nomination_Remuneration_Policy.pdf
AUDITORS
A. Statutory Auditor
The Members of your Company at fifth Annual General Meeting of your Company held on 25th September 2014 appointed M/s. Asit Mehta & Associates, Chartered Accountants, Mumbai (Firm Registration No. 100733W) as the Statutory Auditors of the Company to hold such office till the conclusion of the 10th Annual General Meeting(AGM), which is the ensuing AGM.
Consequently, pursuant to the provisions of Section 139(2) of The Companies Act 2013 for Rotation of Auditors, the company is required to appoint a new Auditor for a term of 5 (five) years. As per the evaluation by the Audit Committee and the Board of Directors, the Board recommends appointment of M/s. Kirtane & Pandit LLP, Chartered Accountants (Firm Registration No. 105215W) as Statutory Auditors of the Company for a term of 5 (five) years from the ensuing Annual General Meeting till the conclusion of 15th Annual General Meeting to be held in calendar year 2024, for the approval of the shareholders in forthcoming AGM.
Details of remuneration is provided in explanatory statement annexed to the notice. There is no material difference in the remuneration offered and remuneration paid to the present Auditors.
B. Secretarial Auditor
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 has appointed M/s. Shailesh Indapurkar and Associates, Practicing Company Secretary (Membership No. ACS 17306 CP No. 5701), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as annex III this Report.
EXPLANATION ON COMMENTS ON STATUTORY AUDITORSâ, SECRETARIAL COMPLIANCE REPORT AND SECRETARIAL AUDITORSâ REPORTS
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Asit Mehta & Associates Statutory Auditors, in their Audit Report and by Mr. Shailesh Indapurkar, Practicing Company Secretary, in his Secretarial Audit Report and Annual Secretarial Compliance Report.
Observation made by the Statutory Auditors and Secretarial Auditors in their respective reports on Managerial Remuneration is self-explanatory in nature. Company is seeking approval of the Members in ensuring Annual General Meeting for the remuneration paid during the year under review.
COST AUDIT REPORT AND MAINTENANCE OF COST RECORDS
The Cost audit of the Company has not been conducted for the financial year 2018-19 as provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company.
Maintenance of cost records has not been specified by the Central Government under sub section (1) of section 148 (1) of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 for the business activities carried out by the Company. Accordingly, the reporting under clause (vi) of paragraph 3 of the Order are not applicable to the Company.
CHANGE IN FINANCIAL YEAR
Enkei Corporation, Japan, parent company has requested to your company to change its current financial year April to March and adopt new financial year January to December to bring the uniformity among the group companies. Board of directors of your company has considered the said request at the meeting held on 31st January 2019 and passed resolution to change the financial year as January to December subject to the approval form Central Government of India. Your company has filed necessary application to the Central Government of India at the office of Regional Director, Mumbai and same is waiting for the approval.
RISK MANAGEMENT
The management is accountable for the integration of risk management practice into the day to-day activities. The Company has framed its Risk Management Policy detailing the identification of elements of risks, monitoring and mitigation of the risks. The risk assessment and minimization procedures being followed by the management and steps taken by it to mitigate these risks are periodically placed before the Board and Audit Committee along with findings of the internal auditors. All the assets of the Company are adequately insured. No major elements of the risk exist, which in the opinion of the Board may threaten the existence of the company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not advanced any loans, given guarantees and made investments.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013
All contract/arrangement/transactions entered by the Company during the Financial Year 2018-19 with the related parties were in the ordinary course of business and on armâs length basis. Hence, no particulars are being provided in Form AOC-2.
During the year, the Company has not entered into contract/ arrangement/transactions with related parties which could be considered material in accordance with the Companyâs âPolicy on Related Party Transactions. The said policy is uploaded on the website of the Company.
Further, we draw your attention to Note no 33(N) of the Financial Statements of the Company.
STATE OF COMPANYâS AFFAIRS
Discussion on state of Companyâs affairs has been covered in the Management Discussion and Analysis Report.
AMOUNTS PROPOSED TO BE CARRIED TO RESERVES
Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT
Your company being eligible had applied to the Directorate of Industries, Government of Maharashtra under Package Scheme of Incentives (PSI - 2007) and claimed industrial promotion subsidy under the said scheme. The Directorate of Industries, Government of Maharashtra vide their letter dated 09th May 2019 have approved disbursement industrial promotion subsidy of Rs. 273.73 Lakhs in aggregate. As per the letter, the actual disbursement by the Directorate of Industries could be considered only on receipt of funds from the Government.
Except the above note, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.
EMPLOYEESâ REMUNERATION
In terms of the provisions of Section 197(12) of the Act, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
Details of the Remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as âAnnexure-IIâ to this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY
Your Company is committed to conservation of Energy which will result in reduction in Energy Cost. Being a Manufacturing Company, We have wide scope to conserve energy at different stages of production.
We are following Group Policy âSave 10 â towards energy saving. Companyâs aim is to reduce energy Cost by 10%. During the year under review, Company has installed Express Feeder and could able to reduce use of DG in its operation. Company is having solar system over Canteen Building for energy saving. Company has also installed Nitrogen plant for Energy saving, Solar lights in its Garden area. Company also implements various Kaizan to conserve energy.
RESEARCH AND DEVELOPMENT
During the year under review your company has upgraded few testing equipment in the new Testing Lab established in the previous financial year. This Testing Lab will enable Company to test the wheels produced by MAT Process (Most Advance Technology). Further during the year Company has started modern art of Helium Airleak testing facility which takes Enkei India on the horizon of Enkei global quality standards. Enkei India is continuously making efforts to match its standard with Enkei Global. The Company has incurred total Rs. 35.11 towards Research & Development during the year.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total foreign exchange earned : Rs. 22.39 Lakh
Total foreign exchange used : Rs. 25,898.36 Lakh
Detailed information on foreign exchange earnings and outgo is also furnished in the notes to accounts.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
For the year under review the provisions of Section 135 of the Companies Act, 2013 are applicable to the company. Further, the Board of Directors has formed the CSR Committee & approved CSR Policy.
The detailed constitution of CSR Committee is provided in Corporate Governance Report & CSR Policy is available on the website of the Company.
Report on CSR Activities as required under Section 135 of The Companies Act 2013 and Rules framed there under is attached as an Annexure IV to this report.
Performance evaluation of board and its Committees
Pursuant to provisions of the Companies Act and the Listing Regulations, the Board has carried out the annual performance evaluation of Boardâs own performance, the Committees and independent Directors without participation of the relevant Director. The Nomination and Remuneration Committee of the Board also have evaluated the performance of the Board and provided feedback to the Board. The independent directors had a separate meeting without the presence of any non independent directors and management and considered and evaluated the Boardâs performance and other non independent directors and shared their views with the board.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR DIRECTORS AND KMPâS RESIGNED DURING THE YEAR
During the year under review, period of appointment of Mr. Kazuhiko Shimamura as a Managing Director was lapsed on 28th February 2019. Board had reappointed Mr. Kazuhiko Shimamura as a Managing Director of the Company for the period of one month till 31st March 2019.
Thereafter Mr. Kazuhiko Shimamura resigned from board with effect from 31st March 2019.
Board of directors in the meeting held on 01st April 2019 appointed Mr. Kazuo Suzuki as Managing Director of the company for the period of 5 (five) years with effect from 01st April 2019 to 31st March 2024, which was subsequently approved by the members of the company in the Extraordinary General Meeting held on 14th May 2019. As Mr. Kazuo Suzuki is Nonresident in India, company is in process of filling necessary application for approval of Central Government of India as per the schedule V of the Companies Act 2013.
Mr. Kazuhiko Shimamura was the member of Audit committee, Share transfer committee, Stakeholder Grievance Committee, Corporate Social Responsibility (CSR) Committee, consequently he resigned from membership of these committees also. Board of Director appointed Mr. Kazuo Suzuki in place of Mr. Shimamura on all above committees.
Board appointed Mr. Shrikant Joshi as Company Secretary and Compliance officer at meeting held on 02nd August 2018 in place of Mr. Omkar Kaulgud, the previous Company Secretary And Compliance Officer who left the company on 30th June 2018.
There is no other change in composition of board, key managerial persons during the period under review except mentioned above.
DIRECTORS PROPOSED TO BE RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING
Mr. Shailendrajit Rai, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.
Dr. Haresh Shah and Mr. Satyavara Prasad Garimella was appointed as an Independent Non-Executive Director of the company by the members at the 05th AGM of the Company held on 25th Day of September 2014 for a period of five consecutive years upto the conclusion of the 10th Annual General Meeting of the Company to be held in the calendar year 2019, which is upcoming AGM.
Board recommends passing of the Special Resolution in ensuring Annual General Meeting in relation to re-appointment of Dr. Haresh Shah and Mr. GSV Prasad as an Independent Director for another term of 5 (five) consecutive years with effect from the conclusion of ensuing 10th Annual General Meeting of the Company to the conclusion of the 15th Annual General Meeting of the Company to be held in the calendar year 2024.
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013
None.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business during the Financial Year under review.
SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES
During the year under review, there are no companies which has become/ ceased to become a Subsidiary/ Joint Ventures/ Associate Companies.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the year.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has developed a strong two tier internal control framework comprising entity level controls and process level controls. The entity level controls of the Company include elements such as defined code of conduct, whistle blower policy, rigorous management review and MIS and strong internal audit mechanism. The process level controls have been ensured by implementing appropriate checks and balances to ensure adherence to Company policies and procedures, efficiency in operations and also reduce the risk of frauds. Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.
COMPOSITION OF COMMITTEES
The composition of all committees formed by board is provided in Corporate Governance Report.
VIGIL MECHANISM
The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct. The aforesaid policy has also been uploaded on the Companyâs website.
CASH FLOW
A Cash Flow Statement for the year ended 31st March 2019 is attached to the Balance Sheet.
CORPORATE GOVERNANCE
Corporate Governance report for the year under review is annexed herewith.
ACKNOWLEDGEMENT
Your Directors wish to convey their appreciation to all the employees for their collective contribution to the Companyâs performance. Directors also wish to thank Enkei Corporation-our promoters, banks, financial institutions, and customers for their unstinted support and shareholders for their confidence reposed in the management.
For & On Behalf of the Board of Directors
Kazuo Suzuki Haresh Shah
Managing Director Director
(DIN: 08350372) (DIN: 00228471)
Place: Pune
Date: May 28th, 2019
Mar 31, 2018
To,
The Members,
The are delighted to present the Ninth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2018:
Financial Highlights:
The Companyâs financial performance during the year 2017-18, as compared to the previous year 2016-17 is summarized below:
(Rs. in million)
|
Particulars |
For the Year ended March 31, 2018 |
For the Year ended March 31, 2017 |
|
Net Sales |
4,647.69 |
4,067.17 |
|
Earnings before exceptional items, extraordinary items, interest, tax, depreciation and amortisation (EBITDA) |
424.13 |
338.60 |
|
Less: Depreciation |
232.98 |
217.33 |
|
Less: Financial Expenses |
47.52 |
47.06 |
|
Profit / (Loss) before exceptional and extraordinary items and tax |
143.63 |
74.21 |
|
Less: Exceptional and Extraordinary items |
(49.66) |
- |
|
Profit/(Loss) before Tax |
193.29 |
74.21 |
|
Less: Provisions for Taxes |
85.49 |
46.89 |
|
Profit/(Loss) after Tax |
107.80 |
27.32 |
Review of Operations:
In the financial year, 2017-18 your Company has focused on implementing the Enkei Standardization project for Productivity up. This results into increase in productivity as compared to last financial year & subsequently in sales. Companyâs orders for 4 Wheeler was blessed with the favorable Indian market situation and thus Company went for maximum orders & production numbers. Overall your Company landed with the sales of total 2.27 million wheels during the year under review. Your Company had posted 6% growth in terms of sales volume as well as sales value in year under review as compared to last year.
Turnover
During the year under review, the Company has recorded Gross Sales of Rs. 4647.69 in current financial year as compared to Gross Sales of Rs. 4067.17 million last financial year. There was a increase of 6% in sales of the Company as compared to last year.
Capital
During the year under review, Company has allotted 5,35,000 Equity Shares on Preferential basis on 13th September, 2017 against share application money of Rs. 23,00,50,000 at Rs. 430 (including the premium of Rs. 425) each received from its Holding Company i.e. Enkei Corporation, Japan after obtaining requisites approvals from all competent authorities.
Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace:
The Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 provides for protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto.
The Company has framed a Policy on Prevention of Sexual Harassment at Workplace as per the provisions of this Act. There were no cases reported during the year under review under the said Policy.
Listing Fees:
The annual listing fees for the year under review have been paid to BSE Limited where your Companyâs shares are listed.
Particulars of Information Forming Part of the Boardâs Report Pursuant to Section 134 of the Companies Act, 2013, Rule 8 of the Companies (Accounts) Rules, 2014 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Extract of Annual Return:
The details forming part of the extract of Annual Return in Form MGT - 9 is annexed herewith as âAnnexure Iâ to this Report.
Number of Meetings of the Board:
During the year under review, Eight Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and as per the SEBI (Listing Obligation & Disclosure) Regulations, 2015.Following are the details of the Board Meeting held during the year:
|
Name of Director |
No. of Board Meetings Attended (Total Meetings held: 6) |
|
Mr. Kazuhiko Shimamura |
6/6 |
|
Mr. Junichi Suzuki |
1/6 |
|
Mr. Shailendrajit Rai |
2/6 |
|
Dr. Haresh Shah |
6/6 |
|
Mr. Satyavara P. Garimella |
6/6 |
|
Ms. Shilpa Dixit |
6/6 |
Separate Meeting of Independent Directors:
Pursuant to schedule IV of the Companies Act, 2013, the independent directors of the Company shall hold at least one meeting in a year without attendance of non-independent directors and members of the Management. Accordingly, independent directors of the Company met on 21st March, 2018 to consider the following business as required under the Companies Act, 2013:
I. review the performance of non-independent directors and the Board as a whole;
II. review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;
III. assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
All the independent directors were present for the meeting.
Directorâs Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act 2013, with respect to Directorsâ responsibility Statement, it is hereby confirmed as under:
a. That in the preparation ofthe annual accounts for year ending on 31st March 2018; the applicable accounting standards had been followed along with proper explanation relating to material departures.
b. That 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 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 that year.
c. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding assets of the company and for preventing and detecting fraud and other irregularities.
d. That the Directors had prepared the annual accounts for the year ended on 31st March 2018 on a going concern basis.
e. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
Dividend
In the view of proposed expansion your Directors have decided to conserve the resources of the company, and hence your Directors have not recommended any dividend for the current financial year.
A Statement on Declaration Given 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.
Companyâs Policy on Directorsâ Appointment and Remuneration:
The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The Company policy on Directors & KMP remuneration is available on the Companyâs website at http://www.enkei.in/download/ others/Nomination Remuneration Policy.pdf
Auditors:
A. Statutory Auditor
The Members of your Company at fifth Annual General Meeting of your Company held on 25th September 2014 appointed M/s. Asit Mehta & Associates, Chartered Accountants, Mumbai (Firm Registration No. 100733W) as the Statutory Auditors of your Company to hold such office till the conclusion of the Annual General Meeting in the calendar year 2019. As per company amendment act 2017 ratification of the statutory auditor is not required.
B. Secretarial Auditor
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 has appointed Mr. Shailesh Indapurkar, Practicing Company Secretary (Membership No. ACS 17306 CP No. 5701), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as âAnnexure IIâ to this Report.
Explanation on Comments on Statutory Auditorsâ and Secretarial Auditorsâ Reports:
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Asit Mehta & Associates Statutory Auditors, intheir Audit Report and by Mr. Shailesh Indapurkar, Practicing Company Secretary, in his Secretarial Audit Report.
Risk Management
The management is accountable for the integration of risk management practice into the day to-day activities. The risk assessment and minimization procedures being followed by the management and steps taken by it to mitigate these risks are periodically placed before the Board and Audit Committee along with findings of the internal auditors. All the assets of the Company are adequately insured.
Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees and made investments.
Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013:
All contract/arrangement/transactions entered by the Company during the Financial Year 2017-18 with the related parties were in the ordinary course of business and on armâs length basis. Hence, no particulars are being provided in Form AOC-2.
During the year, the Company has not entered into contract/ arrangement/transactions with related parties which could be considered material in accordance with the Companyâs âPolicy on Related Party Transactions. The said policy is uploaded on the website of the Company.
Further, we draw your attention to Note no 33(N) of the Financial Statements of the Company.
State of Companyâs Affairs:
Discussion on state of Companyâs affairs has been covered in the Management Discussion and Analysis Report.
Amounts Proposed to be Carried to Reserves:
Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.
Material Changes and Commitments between the date of the Balance Sheet and the date of Report:
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.
Employeesâ Remuneration:
In terms of the provisions of Section 197(12) of the Act, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
Details of the Remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as âAnnexure- IIIâ to this Report.
Conservation of Energy, Technology Absorption, Research and Development Foreign Exchange Earnings and Outgo: Conservation of Energy:
Your Company is committed to conservation of Energy which will result in reduction in Energy Cost. Being a Manufacturing Company, We have wide scope to conserve energy at different stages of production.
We are following Group Policy âSave 20 Return 10â towards energy saving. Companyâs aim is to reduce Energy Cost by 20%. During the year under review Company has undertake & Completed many projects like Company has installed LED Lights in common area i.e in Canteen, Main Office area etc. Company has also installed Solar Lights in its Garden area. Company also implements various Kaizan to conserve energy.
Research and Development:
During the year under review your company has started the new Testing Lab in the Company premises. This Testing Lab will enable Company to test the wheels produced by MAT Process (Most Advance Technology). Enkei India is continuously making efforts to match its standard with Enkei Global. The Company has incurred total Rs. 35.93 Million towards Research & Development during the year.
Foreign Exchange Earnings and Outgo:
Total foreign exchange earned : Rs. 3.04 Million
Total foreign exchange used : Rs. 2,380 Million
Detailed information on foreign exchange earnings and outgo is also furnished in the notes to accounts.
Corporate Social Responsiablity (CSR)
For the year under review the provisions of Section 135 of the Companies Act, 2013 are not applicable to the company. Further, the Board of Directors has decided to voluntarily formed the CSR Committee & approve CSR Policy.
The detailed constitution of CSR Committee is provided in Corporate Governance Report & CSR Policy is available on the website of the Company.
The Company has incurred Rs. 0.2 Million towards CSR during the year under review. Further the disclosures under section 135 are not applicable to the Company.
Board Evaluation:
Pursuant to provisions of the Companies Act, 2013, Rules thereunder, the Board has carried out evaluation of its own performance and that of its Committees and individual Directors.
Details of Directors or Key Managerial Personnel who were Appointed or have Resigned During the Year:
There is no change in the composition of the Board during the year under review.
Directors and Kmpâs Resigned During the Year:
There is no change in the composition of the Board during the year under review.
Directors Proposed to be Re-Appointed at the Ensuing Annual General Meeting:
Mr. Junichi Suzuki, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
Details of Deposits which are not in Compliance with the Requirements of Chapter V of the Companies Act, 2013:
None.
Change In The Nature Of Business, If Any:
There has been no change in the nature of business during the Financial Year under review.
Subsidiary Companies, Joint Venture or Associate Companies:
During the year under review, there are no companies which has become/ ceased to become a Subsidiary/ Joint Ventures/ Associate Companies.
Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Companyâs Operations in Future:
The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the year.
Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statements:
The Company has developed a strong two tier internal control framework comprising entity level controls and process level controls. The entity level controls of the Company include elements such as defined code of conduct, whistle blower policy, rigorous management review and MIS and strong internal audit mechanism. The process level controls have been ensured by implementing appropriate checks and balances to ensure adherence to Company policies and procedures, efficiency in operations and also reduce the risk of frauds. Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.
Composition of Audit Committee:
The composition of Audit Committee is provided in Corporate Governance Report.
Vigil Mechanism:
The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct. The aforesaid policy has also been uploaded on the Companyâs website.
Cash Flow:
A Cash Flow Statement for the year ended 31st March 2018 is attached to the Balance Sheet.
Corporate Governance:
Corporate Governance report for the year under review is annexed herewith.
Acknowledgement:
Your Directors wish to convey their appreciation to all the employees for their collective contribution to the Companyâs performance. Directors also wish to thank Enkei Corporation, our promoters, banks, financial institutions, and customers for their unstinted support and shareholders for their confidence reposed in the management.
For & On Behalf of the Board of Directors
Kazuhiko Shimamura Haresh Shah
Managing Director Director
(DIN: 05129816) (DIN: 00228471)
Place: Pune
Date: 25 th May 2018
Mar 31, 2017
To,
The Members,
We are delighted to present the Eighth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2017:
Financial Highlights:
The Company''s financial performance during the year 2016-17, as compared to the previous year 2015-16 is summarized below:
(Rs.In Million)
|
Particulars |
For the Year ended March 31,2017 |
For the Year ended March 31,2016 |
|
Net Sales |
4,067.17 |
3,854.86 |
|
Earnings before exceptional items, extraordinary items, interest, tax, depreciation and amortization (EBITDA) |
336.82 |
400.45 |
|
Less : Depreciation |
217.33 |
256.47 |
|
Less : Financial Expenses |
30.48 |
51.50 |
|
Profit / (Loss) before exceptional and extraordinary items and tax |
89.01 |
92.49 |
|
Less : Exceptional and Extraordinary items |
(121.09) |
|
|
Profit / (Loss) before Tax |
89.01 |
(28.60) |
|
Less : Provisions for Taxes |
46.89 |
26.11 |
|
Profit/(Loss) after Tax |
42.12 |
(54.71) |
REVIEW OF OPERATIONS:
In the financial year, 2016-17 your Company has made significant way towards the goal of productivity up. Due to Demonetarization announced by Central government on 8th November, 2016 overall 2 wheeler market slowed down. Therefore Company''s 2 Wheeler wheels orders took hit to some extent in third quarter however those were recovered immediately in the fourth quarter. On the other hand, Company''s orders for 4 Wheeler was blessed with the favorable Indian market situation and thus Company went for maximum orders & production numbers. Overall your Company landed with the sales of total 2.27 million wheels during the year under review. Your Company had posted 6% growth in terms of sales volume as well as sales value in year under review as compared to last year.
TURNOVER
During the year under review, the Company has recorded Gross Sales of ''5216.58million (net Sales of Rs.4067.17) in current financial year as compared to Gross Sales of ''5175.56 million (net sales of ''3854.86 million) last financial year. There was a increase of 6% in sales of the Company as compared to last year. Despite of Demonetarization in third quarter your Company has managed to maintain the growth in year under review mainly due to good orders from 4 wheeler manufactures.
CAPITAL
During the year under review, Company has allotted 743,835 Equity Shares on Preferential basis on 16th January 2017 against share application money of Rs.14,13,28,650 at Rs.190 (including the premium of ''185) each received from its Holding Company i.e. Enkei Corporation, Japan after obtaining requisites approvals from all competent authorities.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
a) Industry Structure and Development:
Production:
The 4 wheeler industry produced a total of 3,719,540 Passenger vehicles including utility vehicles & Vans in Financial Year2016-2017 as against 3,465,045 in Financial Year 2015-2016, registering a growth of 9.42% on year to year basis.
2 wheeler industry produced a total of 19,929,485 including Scooter, Motor cycles & Mopeds in Financial Year 2016-2017as against 18,830,227 in Financial Year 2014-2015, registering strong growth of 5.85% on year to year basis.
Domestic Sales
The sales of Passenger Vehicles grew by 9.23 % in Financial Year 2016- 2017 as compared to last year. Within the Passenger Vehicles, Passenger Cars, Utility Vehicles and Vans grew by 3.85 %, 29.91 % and 2.37 % respectively during Financial Year 2016- 2017.
On other side Two Wheelers sales registered a growth at 6.89 % during Financial Year 2016- 2017 over Financial Year 2015- 2016. Within the Two Wheelers segment, Scooters, Motorcycles and Mopeds grew by 11.39 %, 3.68 % and 23.02 % respectively in same period.
Exports
In financial year 2016-17, passenger cars exports grew by 13.09% on year to year basis. In Passenger Vehicles utility vehicles registered lower growth as compared last year at 29.82%
On other hand 2 wheelers registered negative growth of -5.78% in total exports on year to year basis. In case of 2 wheelers Mopeds has registered highest growth of 36.35%.
b) Opportunities, Threats & Outlook :
Indian Economy is one of the fastest growing in the world. Currently Indian Economy is increasing at the rate of 7.1% which is highest in G20 nations. The Indian automobile industry also one of the fastest growing in the world which contributes close to 7% to the Indian gross domestic product. Indian automotive industry also employs more than 19 million people. According to the experts Indian Auto industry will continue to increase and become third largest car market by year 2020. At the same time Auto component industry will address domestic as well as international threats. On domestic front Auto component Industry will witness the compliance transformation through implementing of GST (Goods & Service Tax) in India and environmental norms are also becoming stringent in India. On the International front Auto component Industry will face the tough competition from Chinese exporters also price of the basic raw material is also on higher side.
In case of domestic market Maruti Suzuki India Limited has increase its market share by 2% while Honda Cars India had lost their share by 1%. On other hand Toyota India has maintained their market share at 5%.
c) Product wise Performance
Your Company has mainly two products i.e. Aluminum alloy wheels for 2 Wheeler & Aluminum alloy wheels for 4 Wheeler. Following is the product wise installed capacity:
For 2 Wheeler : 110,000 pcs/month
For 4 Wheeler : 85,000 pcs/month
d) Risks & Concerns :
The management is accountable for the integration of risk management practice into the day to-day activities. The risk assessment and minimization procedures being followed by the management and steps taken by it to mitigate these risks are periodically placed before the Board and Audit Committee along with findings of the internal auditors. All the assets of the Company are adequately insured.
Your Company evaluates potential risks, and has evolved over the years a comprehensive risk-management strategy. It takes into account changing market trends, competition scenario, emerging customer preferences, potential disruptions in supplies and regulatory changes, among others.
Your Company imports its main raw material i.e. aluminum alloy ingots from Dubai & Qatar for manufacturing aluminum alloy wheels. Your Company has a comprehensive risk assessment framework and well laid out policy to manage the risks arising out of the inherent price volatility & overseas risks associated with aluminum alloy ingots.
e) Internal Control Systems & their adequacy:
Your Company has an adequate system of internal controls commensurate with its size and nature of business to ensure adequate protection of Company''s resources, efficiency of operations, check on cost structure and compliance with the legal obligations and the Company''s policies and procedures.
This ensures high degree of system-based checks and control and continuous monitoring of the effectiveness of the controls. Your Company''s internal audit team performs audits in all its areas.
The audit findings and management''s resolution plans are reported on quarterly basis to the Audit Committee of the Board, headed by a Non-executive Independent Director.
Internal controls have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies.
Asit Mehta & Associates, the statutory auditors of the Company has audited the financial statements included in this annual report and has issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013).
Your Company has also appointed M/s MrugendraMandake& Associates, Chartered Accountant, Pune to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors and the audit committee.
f) Discussion on Financial Performance with respect to operational performance
At operational level your Company is doing well with the help of advance Japanese technology & benchmarking within Enkei Group. Your Company''s value addition has increased as compared with financial year 2015-16& also productivity improved due to improvement in Pass through ratio (PTR) and reduction in rejection ratio. Company has posted positive growth of 6% in sales as well in production numbers. With new MAT line project (Advance Technology) your Company is continued to focus and enhance its technology to meet the expectation of the Customers thus expecting the consistent orders of new models lunching in the future.
g) Human Resources:
The Company is giving utmost importance to human resource development as Company''s performance is highly depending on Human Resource. In this direction, the Company is providing intensive training in India and overseas to employees of all levels for improving competence, production, enhancing safety and social values.
To retain the skill with the company a special drive has been given towards increasing the ratio of company and contractual labors. Achieving the high morale and motivation is the ultimate goal of each training program. The management also launched the "3E" - Enkei Evolving Education system and thereby ensuring a framed training to all employees.
For all the employees of your company has a policy of annual health checkup and also conducts health and fitness education as an on-going process. Your Company follows its group standard''s to up LEVEL & LABLE of its employees. For the year ended as on 31st March 2017 Company''s attrition ratio was 5.22%.
The management expects to continue the customized development program of employees during the current year also. The management of the Company enjoys cordial relations with its employees at all levels. The Board of Directors wishes to place on record its highest appreciation of the contribution being made by all the employees.
The Company''s total employee''s strength as on 31st March, 2017 stands at 436.
Expansion and Capital Expenditure:
In view to meet the customer demand Company has is in the process of converting already converted its MAP- 4 line to MAT Line (Most Advance technology). This will add up around 30% production capacity of the MAP-4 line. The total cost estimation to incurred for this technical expansion is approximately Rs. 80 million The Company is also planning to convert other existing MAP Lines into MAT Line in coming years which will increase the production capacity of the Company to meet the future demand from customer.
Cautionary Statement:
Certain Statements in Management Discussion and Analysis Report describing the Company''s view''s about Industry, objectives, projections, estimates and expectation may be considered as ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied in the statement. The Company''s operations may be affected with supply and demand situation, input prices and their availability, changes in Government regulations, tax laws and other factors such as Industrial relations and economic developments etc.
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE :
The Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 provides for protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected there with or incidental thereto.
The Company has framed a Policy on Prevention of Sexual Harassment at Workplace as per the provisions of this Act. There were no cases reported during the year under review under the said Policy.
LISTING FEES:
The annual listing fees for the year under review have been paid to BSE Limited where your Company''s shares are listed.
PARTICULARS OF INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of Annual Return in Form MGT - 9 is annexed herewith as ''Annexure I'' to this Report.
NUMBER OF MEETINGS OF THE BOARD :
During the year under review, Seven Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and as per the SEBI (Listing Obligation & Disclosure) Regulations, 2015.Following are the details of the Board Meeting held during the year:
|
Name of Director |
No. of Board Meetings Attended (Total Meetings held: 7) |
|
Mr. Kazuhiko Shimamura |
7 / 7 |
|
Mr. Junichi Suzuki |
1 / 7 |
|
Mr. Shailendrajit Rai |
5 / 7 |
|
Dr. Haresh Shah |
7 / 7 |
|
Mr. Satyavara P. Garimella |
6 / 7 |
|
Ms. Shilpa Dixit |
6 / 7 |
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
Pursuant to schedule IV of the Companies Act, 2013, the independent directors of the Company shall hold at least one meeting in a year without attendance of non-independent directors and members of the Management. Accordingly, independent directors of the Company met on 20th March 2017 to consider the following business as required under the Companies Act, 2013:
I. review the performance of non-independent directors and the Board as a whole;
II. review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;
III. assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
All the independent directors were present for the meeting.
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 hereby confirmed as under:
a. That in the preparation of the annual accounts for year ending on 31st March 2017; the applicable accounting standards had been followed along with proper explanation relating to material departures.
b. That 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 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 that year.
c. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding assets of the company and for preventing and detecting fraud and other irregularities.
d. That the Directors had prepared the annual accounts for the year ended on 31st March 2017 on a going concern basis.
e. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
DIVIDEND
In the view of accumulated losses of the company & to conserve the resources of the company, your Directors have not recommended any dividend for the current financial year.
A STATEMENT ON DECLARATION GIVEN 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.
COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:
The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The Company policy on Directors & KMP remuneration is available on the Company''s website at http://www.enkei.in/ download/others/Nomination_Remuneration_Policy.pdf
AUDITORS :
A. Statutory Auditor
The Members of your Company at fifth Annual General Meeting of your Company held on 25th September 2014 appointed M/s. Asit Mehta & Associates, Chartered Accountants, Mumbai (Firm Registration No. 100733W) as the Statutory Auditors of your Company to hold such office till the conclusion of the Annual General Meeting in the calendar year 2019. The ratification of appointment of Statutory Auditors is subject to the approval of the Members of your Company.
The Company has received requisite certificate pursuant to Section 139 of the Companies Act, 2013. Your Directors propose ratification of appointment of M/s. Asit Mehta & Associates. as the Statutory Auditors of your Company.
B. Secretarial Auditor
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 has appointed Mr. Shailesh Indapurkar, Practicing Company Secretary (Membership No. ACS 17306 CP No. 5701), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as ''Annexure II'' to this Report.
EXPLANATION ON COMMENTS ON STATUTORY AUDITORS'' AND SECRETARIAL AUDITORS'' REPORTS:
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Asit Mehta & Associates Statutory Auditors, in their Audit Report and by Mr. Shailesh Indapurkar, Practicing Company Secretary, in his Secretarial Audit Report.
RISK MANAGEMENT
The management is accountable for the integration of risk management practice into the day to-day activities. The risk assessment and minimization procedures being followed by the management and steps taken by it to mitigate these risks are periodically placed before the Board and Audit Committee along with findings of the internal auditors. All the assets of the Company are adequately insured.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not advanced any loans, given guarantees and made investments.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:
All contract/arrangement/transactions entered by the Company during the Financial Year 2016-17 with the related parties were in the ordinary course of business and on arm''s length basis. Hence, no particulars are being provided in Form AOC-2.
During the year, the Company has not entered into contract/arrangement/transactions with related parties which could be considered material in accordance with the Company''s ''Policy on Related Party Transactions. The said policy is uploaded on the website of the Company.
Further, we draw your attention to Note no 32(o) of the Financial Statements of the Company.
STATE OF COMPANY''S AFFAIRS :
Discussion on state of Company''s affairs has been covered in the Management Discussion and Analysis Report.
AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:
Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.
EMPLOYEES'' REMUNERATION :
In terms of the provisions of Section 197(12) of the Companies Act 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
Details of the Remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-III to this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT FOREIGN EXCHANGE EARNINGS AND OUTGO: CONSERVATION OF ENERGY :
Your Company is committed to conservation of Energy which will result in reduction in Energy Cost. Being a Manufacturing Company, We have wide scope to conserve energy at different stages of production.
We are following Group Policy "Save 20 Return 10" towards energy saving. Company''s aim is to reduce Energy Cost by 20%. During the year under review Company has installed solar panels on its Canteen roof. Now all the Canteen Lights are powered by Solar Energy. Company also implements various Kaizan to conserve energy.
RESEARCH AND DEVELOPMENT:
During the year under review your company has started the MAT Project (Most Advance Technology) in MAP -4 plant. This is will enable to up productivity by 10%. This year your Company slogan is "Standardization & Optimization". This means Enkei India will try to match its standard with Enkei Global this year. This is not only in production but also in support section. The company also planning to expand its existing lab to enable wheel tasting of MAT Line.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total foreign exchange earned : Rs.1.56 Million Total foreign exchange used : Rs.1991.11 Million Detailed information on foreign exchange earnings and outgo is also furnished in the notes to accounts.
CORPORATE SOCIAL RESPONSIABLITY (CSR)
For the year under review the provisions of Section 135 of the Companies Act, 2013 are not applicable to the company. Further, the Board of Directors of the Company in their meeting held on 25th October, 2016 has decided to do voluntarily formed the CSR Committee & approve CSR Policy.
The detailed constitution of CSR Committee is provided in Corporate Governance Report & CSR Policy is available on the website of the Company.
The Company has incurred Rs.0.2 Million towards CSR Activities during the year under review. Further the disclosures under section 135 are not applicable to the Company.
BOARD EVALUATION:
Pursuant to provisions of the Companies Act, 2013, Rules there under, the Board has carried out evaluation of its own performance and that of its Committees and individual Directors.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:
There is no change in the composition of the Board during the year under review.
DIRECTORS AND KMP''S RESIGNED DURING THE YEAR:
There is no change in the composition of the Board during the year under review.
DIRECTORS PROPOSED TO BE RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING:
Mr. Shailendrajit Rai, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013:
None.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business during the Financial Year under review.
SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year under review, there are no companies which has become/ ceased to become a Subsidiary/ Joint Ventures/ Associate Companies.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:
The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the year.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has developed a strong two tier internal control framework comprising entity level controls and process level controls. The entity level controls of the Company include elements such as defined code of conduct, whistle blower policy, rigorous management review and MIS and strong internal audit mechanism. The process level controls have been ensured by implementing appropriate checks and balances to ensure adherence to Company policies and procedures, efficiency in operations and also reduce the risk of frauds. Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.
COMPOSITION OF AUDIT COMMITTEE:
The composition of Audit Committee is provided in Corporate Governance Report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :
During the year under review, pursuant to the provisions of Section 125 of the Companies Act, 2013, no amount was due to be transferred to the Investor Education and Protection Fund.
VIGIL MECHANISM:
The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The aforesaid policy has also been uploaded on the Company''s website.
CASH FLOW:
A Cash Flow Statement for the year ended 31st March 2017 is attached to the Balance Sheet.
CORPORATE GOVERNANCE:
The provisions of Corporate Governance of SEBI (Listing Obligation & Disclosure) Regulations, 2015 become applicable to the Company w.e.f. 1st October, 2016 earlier Company was falling under the criteria of Regulation 15 (2) of SEBI (Listing Obligation & Disclosure) Regulations, 2015 (Company''s paid up Equity Capital is below Rs. 10 Crores and Net worth is below Rs. 25 Crores as per the latest audited Balance Sheet of the Company) As per the Audited Balance Sheet of the Company as on 31st March, 2016 net worth of the Company exceeded Rs. 25 Crores therefore, Corporate Governance provisions become applicable w.e.f. 1st October, 2016.
Therefore, Corporate Governance report for the year under review is annexed herewith.
ACKNOWLEDGEMENT:
Your Directors wish to convey their appreciation to all the employees for their collective contribution to the Company''s performance. Directors also wish to thank Enkei Corporation, our promoters, banks, financial institutions, and customers for their unstinted support and shareholders for their confidence reposed in the management.
For & On Behalf of the Board of Directors
Kazuhiko Shimamura Haresh Shah
Managing Director Director
(DIN: 05129816) (DIN: 00228471)
Place : Pune
Date : 25th May 2017
Mar 31, 2015
The Members,
We are delighted to present to present the Sixth Annual Report together
with the Audited Statement of Accounts for the year ended 31st March,
2015:
Financial Highlights:
The Company's financial performance during the year 2014-15, as
compared to the previous year 2013-14 is summarized below:
(Rs In Million)
Particulars For the Year ended For the Year ended
March 31,2015 March 31,2014
Gross Sales 4,315.93 3,597.42
Net Sales 3,839.31 3,200.11
Earnings before exceptional
items, extraordinary items,
interest, tax,
depreciation and amortisation
(EBITDA) 381.27 164.17
Less: Depreciation 281.81 178.46
Less: Interest 81.17 86.41
Profit / (Loss) before
exceptional
and extraordinary items and tax 18.29 (100.70)
Less: Exceptional and
Extraordinary items (0.65) (107.33)
Profit/(Loss) before Tax 18.94 6.63
Less: Provisions for Taxes
a. Current Tax 3.78 1.33
b. Deferred Tax (7.67) -
Profit/(Loss) after Tax 22.83 5.30
(A) REVIEW OF OPERATIONS:
The Company operates into the business segment of manufacturing of
aluminum alloy castings wheels mainly used in auto industry. This year
was the year of Growth; the Company has achieved the milestone of Gross
Turnover of Rs. 4000 Millions.
Turnover
During the year under review, the Company has recorded Gross Sales of Rs.
4,315.93 million (net Sales of Rs. 3,839.31) in current fiscal year as
compared to Gross Sales of Rs. 3,597.42 million (net sales of Rs. 3,200.11
million) last fiscal year. The Company has recorded the sales growth of
19.97% as compared to last year.
CAPITAL
During the year under review, Company has allotted 671,000 Equity
Shares on Preferential basis on 11th December 2014 against share
application money of Rs. 33,550,000 received from its Holding Company
i.e. Enkei Corporation, Japan after obtaining requisites approvals from
all competent authorities.
EXTERNAL COMMERCIAL BORROWINGS (ECB)
During the year under review, the Company has refinanced all four
existing ECB amounting to JPY 1060 Million availed from its Promoter
company i.e. Enkei Corporation Japan with Bank of Tokyo Mitsubishi UFJ
Ltd, Nagoya Branch, Japan. Low
interest rate & additional moderate period has been granted to Company
which will help to reduce interest cost & increase the liquidity.
(B) INDUSTRY STRUCTURE AND DEVELOPMENT:
The Indian economy posted 7.4% growth in the financial year 2014-15 as
against 6.9%(New Series) in the financial year 2013-14. After couple of
challenging years, the year under review witnessed Overall, improved
business sentiment, lower oil prices and policy measures helped the
economy to build momentum.
The Indian economy is expected to grow by between 8% to 8.5% in
Financial Year 2015-16. Most economists believe that the Indian economy
is at an inflexion point and is set for sustained growth in coming
years. Lower oil prices, contained inflation, stable financial sector
and expected policy actions will support growth this year.
The financial year 2014-15 has witnessed marginal growth for the Indian
auto industry. The main factors were economic growth, positive
sentiment in the country and new launches by major OEMs in the
passenger car segment.
DOMESTIC SALES
Following are the statistics of Domestic sales for last six years.
From above, we can see that, there is marginal increase in the sales in
Financial year 2014-15 as compared to Financial Year 2013-14.
EXPORTS
During Financial Year 2014-15 Exports of also registered marginal
growth as compared to Financial Year 2013-14.
Following is the trend of Export of last six years.
(C) OPPORTUNITIES/OUTLOOK FOR THE COMPANY:
The domestic passenger vehicle industry grew 3.9% by volume during the
year against a drop of 6.1% in 2013-14. In the near future, the auto
industry is likely to show positive growth across all segments on the
back of healthy economic outlook, investment in roads, infrastructure
and new launches by our Customers. The business environment is showing
sign of improvement with the hope of revival of Economy. Due to
deregulation, it is expected that, fuel prices will remain stable. This
will have significant influence on sales of Passengers cars.
(D) THREATS, RISKS AND CONCERN OF THE MANAGEMENT:
Automobile industry is still some distance away from a full recovery.
In passenger vehicles, out of eighteen manufacturers, only six posted
positive growth. Industry is not expecting major increase in sales in
Financial Year 2015-16. The major factors are withdrawal of Excise Duty
exemption by Government & actual monsoon as against expectations. The
slowdown in demand for two wheelers (especially motorcycles)rural
consumption will be continued due to low agriculture income.
The Government stands on new regulations to revamp old legislation &
expenditure on public infrastructure will have significant influence on
sales of Automobile Industry.
(E) EXPANSION AND CAPITAL EXPENDITURE:
Company is currently focusing on full utilization of its existing
capacity. Your Company is considering future expansion in land besides
existing plant including new paint shop based on expansion plans of its
existing customers.
(F) INTERNAL CONTROL SYSTEM:
The Company has an adequate system of internal controls commensurate
with its size and nature of business to ensure adequate protection of
Company's resources, efficiency of operations, check on cost structure
and compliance with the legal obligations and the Company's policies
and procedures.
The Company remains committed to maintaining internal controls designed
to safeguard the efficiency of operations and security of our assets.
Accounting records are adequate for preparation of financial statements
and other financial information. Your Company has implemented ERP
system for a better internal control. The adequacy and effectiveness of
internal controls across the various functional levels, as well as
compliance with laid down systems and policies are monitored both by
Company's internal control systems and also by the Company's internal
Auditors on a regular basis. The Report of the internal Auditors is
placed before the Audit Committee, and its recommendations are
implemented to further improve the efficiency. Your Company's Statutory
Auditors have, in their report, confirmed the adequacy of the internal
control procedures.
(G) HUMAN RESOURCE DEVELOPMENT:
The Company is giving utmost importance to human resource development.
In this direction, the Company is providing intensive training in India
and overseas to employees of all levels for improving competence,
production, enhancing safety and social values.
To retain the skill with the company a special drive has been given
towards increasing the ratio of company and contractual labors.
Achieving the high morale and motivation is the ultimate goal of each
training program. The management also launched the "3E" - Enkei
Evolving Education system and thereby ensuring a framed training to all
employees
The management expects to continue the customized development program
of employees during the current year also. The management of the
Company enjoys cordial relations with its employees at all levels. The
Board of Directors wish to place on record its highest appreciation of
the contribution being made by all the employees.
(H) CAUTIONARY STATEMENT:
Statements in Management Discussion and Analysis Report describing the
Company's objectives, projections, estimates and expectation may be
"forward looking" within the meaning of applicable laws and
regulations. Actual results might differ materially from those
expressed or implied.
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE:
During the year under review, Government of India has introduced the
new legislation "Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace Act, 2013". The Act provides for
protection against sexual harassment of women at workplace and for the
prevention and redressal of complaints of sexual harassment and for
matters connected therewith or incidental thereto.
The Company has framed a Policy on Prevention of Sexual Harassment at
Workplace as per the provisions of this Act. There were no cases
reported during the year under review under the said Policy.
LISTING FEES:
The annual listing fees for the year under review have been paid to BSE
Limited where your Company's shares are listed.
PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT
TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES
(ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of Annual Return in Form MGT -
9 is annexed herewith as 'Annexure I' to this Report. NUMBER OF
MEETINGS OF THE BOARD:
During the year under review, Seven Board Meetings were convened and
held. The details of which are given in the Corporate Governance
Report. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013 and the Listing Agreement.
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
Pursuant to schedule IV of the Companies Act, 2013, the independent
directors of the Company shall hold at least one meeting in a year
without attendance of non-independent directors and members of the
Management. Accordingly,independent directors of the Company met on
24th March 2015 to consider the following business as required under
the Companies Act, 2013:
i) review the performance of non-independent directors and the Board as
a whole;
ii) review the performance of the Chairperson of the Company, taking
into account the views of executive directors and non-executive
directors;
iii) assess the quality, quantity and timeliness of flow of information
between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.
All the independent directors were present for the meeting.
Pursuant to the requirement under Section 134(5) of the Companies Act
2013, with respect to Directors' responsibility Statement, it is hereby
confirmed as under:
a. That in the preparation of the annual accounts for year ending on
31st March 2015; the applicable accounting standards had been followed
along with proper explanation relating to material departures.
b. That 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 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 that year.
c. That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding assets of the
company and for preventing and detecting fraud and other
irregularities.
d. That the Directors had prepared the annual accounts for the year
ended on 31st March 2015 on a going concern basis.
e. Proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
f. Proper systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively .
DIVIDEND
In the view of accumulated losses of the company & to conserve the
resources of the company, your Directors have not recommended any
dividend for the current financial year.
A STATEMENT ON DECLARATION GIVEN 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 Clause 49 of the Listing Agreement.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Board had on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
Key Managerial Personnel and Senior Management Personnel and their
remuneration. The policy is appended as 'Annexure II' to this Report.
AUDITORS:
A. Statutory Auditor
The Board of Directors of the Company has recommended the
re-appointment of M/s. Asit Mehta & Associates, Chartered Accountants,
Mumbai (Firm Registration Number 100733W). The Company has received
requisite certificate pursuant to Section 141 of the Companies Act,
2013.
B. Secretarial Auditor
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 has appointed Mr. Shailesh
Indapurkar, Practicing Company Secretary (Membership No. ACS 17306 CP
No. 5701), to undertake the Secretarial Audit of the Company. The
Report of the Secretarial Audit is annexed herewith as 'Annexure III'
to this Report.
C. Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013
and the Companies (Cost Records and Audit) Rules, 2014 the products
manufactured by the company were not covered for mantenance of cost
records, however company has Volunteraly appointed F.X.Nelson & Leo
Associates, Pune as a cost auditor. They have conducted the cost audit
for the year 2014-15.
EXPLANATION ON COMMENTS ON STATUTORY AUDITORS' AND SECRETARIAL
AUDITORS' REPORTS:
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. Asit Mehta & Associates Statutory Auditors, in
their Audit Report and by Mr. Shailesh Indapurkar, Practicing Company
Secretary, in his Secretarial Audit Report.
RISK MANAGEMENT
The management is accountable for the integration of risk management
practice into the day to-day activities. The risk assessment and
minimization procedures being followed by the management and steps
taken by it to mitigate these risks are periodically placed before the
Board and Audit Committee along with findings of the internal auditors.
All the assets of the Company are adequately insured.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, the Company has not advanced any loans,
given guarantees and made investments.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:
The particulars of contracts or arrangements with related parties
referred to in Section 188 (1) of the Companies Act, 2013 in Form
AOC-2pursuant to Section 134 (3) (h) of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014 is attached as Annexure-IV to this
Report.
STATE OF COMPANY'S AFFAIRS:
Discussion on state of Company's affairs has been covered in the
Management Discussion and Analysis.
AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:
In view of accumulated losses of the Company no amount is proposed to
carried forward to Reserves.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET
AND THE DATE OF REPORT:
The Company has received letter from Rajashtan State Industries
Development and Investment Comporation (RIICO) regarding making an
investment in its land situated at Pathredi Industial Area. This land
was transferred to Company through scheme of arrangement between
company and Alicon Castalloy Limited (Formerly known as Enkei Castalloy
Limited). The Board of Directors of the Company is considering various
options in this regard. The final decision will be informed to
shareholder's accordingly.
EMPLOYEES' REMUNERATION:
In terms of the provisions of Section 197(12) of the Act, there are no
employees of the Company drawing remuneration in excess of the limits
set out in the said provision.
Details of the Remuneration as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is attached as
Annexure-V to this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT
FOREIGN EXCHANGE EARNINGS AND OUTGO:
CONSERVATION OF ENERGY:
Your Company is committed to conservation of Energy which will result
in reduction in Energy Cost. Being a Manufacturing Company, We have
wide scope to conserve energy at different stages of production.
We are following Group Policy "Save 20 Return 10" towards energy
saving. Company's aim is to reduce Energy Cost by 20%. During the year
under review Company has undertake & Completed many projects like
Company has installed LED Lights in common area i.e in Canteen, Main
Office area etc. Company has also installed Solar Lights in its Garden
area. Your Company has also installed Recaputer to reduce consumption
of Furnace Oil /CBFS and replaced high capacity/voltage motor with
lower one with advance technology. Company also implements various
Kaizan to conserve energy.
RESEARCH AND DEVELOPMENT:
During the year under review your company has started its own
Laboratory equipped with latest technology for further development in
its Products and Company has incurred Rs. 13.29 Million towards
installing its new laboratory.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total foreign exchange earned : Rs. 0.59 Million Total foreign exchange
used : Rs. 2157.74 Million
Detailed information on foreign exchange earnings and outgo is also
furnished in the notes to accounts.
CORPORATE SOCIAL RESPONSIABLITY ( CSR)
The provisions of Section 135 of the Companies Act, 2013 are not
applicable to the company. Therefore Company has not constitueted the
CSR committee.
BOARD EVALUATION:
Pursuant to provisions of the Companies Act, 2013, Rules thereunder,
the Board has carried out evaluation of its own performance and that of
its Committees and individual Directors.
OTHER MATTERS AS PER RULE 8 OF COMPANIES (ACCOUNTS) RULES 2014 :
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR
HAVE RESIGNED DURING THE YEAR:
DIRECTORS APPOINTED DURING THE YEAR
Name of Director Designation Term of appointment
Dr. Haresh Shah Independent
Director 5 Years
Mr. Satyavara P. Garimella Independent
Director 5 Years
Ms. Shilpa Dixit Woman & Independent
Director 2 Years
EMPLOYEES DESIGNATED AS KEY MANAGERIAL PERSONNEL (KMP) DURING THE YEAR
Name of the KMP Designation
Mr. Masakatsu Uchiyama Managing Directors
Mr. Jitendra Parmar Chief Financial Officer
Mr. Omkar Kaulgud Company Secreatry
DIRECTORS AND KMP'S RESIGNED DURING THE YEAR:
Mr. Kazuhiko Shimamura, Alternate Director to Mr. Junichi Suzuki had
resigned with effect from 14th August 2014. The Board places on record
its sincere appreciation for the valuable services rendered by him as
an Alternate Director.
DIRECTORS PROPOSED TO BE RE-APPOINTED AT THE ENSUING ANNUAL GENERAL
MEETING:
Mr. Shailendrajit Rai, retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS
OF CHAPTER V OF THE COMPANIES ACT, 2013:
None.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business during the Financial
Year under review.
SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year under review, there are no companies which has become/
ceased to become a Subsidiary/ Joint Ventures/ Associate Companies.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:
The Company has neither received nor is aware of any such order from
Regulators, Courts or Tribunals during the year.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has developed a strong two tier internal control framework
comprising entity level controls and process level controls. The entity
level controls of the Company include elements such as defined code of
conduct, whistle blower policy, rigorous management review and MIS and
strong internal audit mechanism. The process level controls have been
ensured by implementing appropriate checks and balances to ensure
adherence to Company policies and procedures, efficiency in operations
and also reduce the risk of frauds. Regular management oversight and
rigorous periodic testing of internal controls makes the internal
controls environment strong at the Company. The Audit Committee along
with Management overseas results of the internal audit and reviews
implementation on a regular basis.
COMPOSITION OF AUDIT COMMITTEE:
The composition of the Audit Committee has been mentioned in the
Corporate Governance Report annexed to this Report.
VIGIL MECHANISM:
The Company has formulated and implemented the Whistle Blower Policy /
Vigil Mechanism. This has provided a mechanism for directors and
employees of the Company and other persons dealing with the Company to
report to the Chairman of the Audit Committee; any instance of
unethical behavior, actual or suspected fraud or violation of the
Company's code of conduct. The aforesaid policy has also been uploaded
on the Company's website.
CASH FLOW:
A Cash Flow Statement for the year ended 31st March 2015 is attached to
the Balance Sheet.
CORPORATE GOVERNANCE:
Your Company is falling within the criteria of 1.a. of the SEBI
Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014
(Company's paid up Equity Capital was below Rs. 10 Crores and Net worth
was below Rs. 25 Crores as per the latest audited Balance Sheet of the
Company). Therefore revised Claused 49 ofthe Listing Agreement is not
applicable to your Company w.e.f. 1st October, 2014.
The Company has complied with the corporate governance requirements,
till 30th September, 2014 and the stipulated certificate of compliance
is contained in this annual report.
ACKNOWLEDGEMENT
Your Directors wish to convey their appreciation to all the employees
for their collective contribution to the Company's performance.
Directors also wish to thank Enkei Corporation, our promoters, banks,
financial institutions, and customers for their unstinted support and
shareholders for their confidence reposed in the management.
For & On Behalf of the Board of Directors
Masakatsu Uchiyama Satyavara P. Garimella
Managing Director Director
(DIN:05239285) (DIN :05344245)
Place : Pune
Date : July 28, 2015
Mar 31, 2014
Dear members,
We are delighted to present the Fifth Annual Report together with the
Audited Statement of Accounts for the year ended 31st March, 2014:
Financial Highlights:
The Company''s financial performance during the year 2013-14, is
summarized below:
(Rs. In Million)
Particulars For the Year ended For the Year ended
March 31,2014 March 31,2013
Gross Sales 3,597.42 3,215.09
Net Sales 3,200.11 2,869.57
Earnings before exceptional
items, extraordinary items,
interest, tax, depreciation
and amortisation (EBITDA) 212.12 215.42
Less:Depreciation 235.52 191.90
Less: Financial Expenses 86.40 63.57
Add: Other Income 9.12 6.31
Profit / (Loss) before
exceptional and
extraordinary items and
tax (100.68) (33.74)
Less: Exceptional and
Extraordinary items (107.33) (90.76)
Profit/(Loss) before Tax 6.64 57.01
Provisions for Taxes 1.34 13.51
Profit/(Loss) after Tax 5.30 43.50
MAMAGEMENT DISSCUSSTION AND ANALYSIS REPORT:
(A) REVIEW OF OPERATIONS:
The Company operates into the business segment of manufacturing of
aluminum alloy castings wheels mainly used in auto industry. This year
was the year of stability.
Turnover
During the year under review, the Company has recorded Gross Sales of
Rs. 3,597 millions (net Sales of Rs. 3,200 million) in current fiscal
year as compared to Gross Sales of Rs. 3,215 millions (net sales of Rs.
2,869 million)last fiscal year.The Company has recorded the sales
growth around 12% as compared to last year.
DIVIDEND
In the view of accumulated losses of the company & to conserve the
resources of the company,your Directors does not recommend dividend for
the current fiscal year.
CAPITAL
During the year under review, Company has received the share
application money of Rs. 33,550,000 from its Holding Company i.e. Enkei
Corporation, Japan towards the issue of 6,71,000 Equity Shares. The
Company has already obtained the
shareholders approval for this issue in the Extra-Ordinary General
Meeting held on 13th December 2013. The said shares will be issued with
the approval of competent authority.
(B) INDUSTRY STRUCTURE AND DEVELOPMENT:
Financial Year 2013-14 was undoubtedly one of the most challenging ones
for the automobile industry. The Indian economy grew at 4.7% in
Financial Year 2013-14, it was the second successive year of below 5%
growth. However long- term prospects for the Indian economy, continue
to remain bright, due to political stability and positive approach
towards liberalization.
DOMESTIC SALES
Domestic unit sales of the automobile industry fell 6%, which was
highest ever year-on-year decline in a decade. The share of diesel
vehicles in total industry sales came down from 58% in 2012-13 to 53%
during the year. Sales of petrol vehicles, after declining for two
years, turned positive and grew by 4% in 2013-14. The Two Wheeler
segment posted growth of 7% as compared to last year however, it missed
the forecast.
Following are some reasons for the negative growth of domestic
Automobile Industry.
EXPORTS
Overall Exports of Automobile Industry grew by 16.7% to Rs. 61,487
crores from Rs. 52,690 crores in 2012-13. Europe is the leading
marketplace with 38% contribution, while the US topped the list of top
export destinations. However, negative growth & political instability
affected overall export sales.
(C) OPPORTUNITIES/OUTLOOK FOR THE COMPANY:
Indian automobile market is one of the most competitive market in the
world. At present, due to positive government policies, optimal
business environment, and accessibility of inexpensive proficient
workforce have transformed India into a global automobile hub. Our
major customers are acquiring more market share in the domestic as well
as international markets.
India has new political administration system in 2014-15, and the sale
of many new models of cars has been started by our customers. Even for
Indian automobile Industry, the environment has started building on the
momentum which was absent earlier. Even we will ride on this favorable
wind, and along with accepting orders and production activities, we
have strong intention to put our best efforts towards making more
profit than the previous financial year.
(D) THREATS, RISKS AND CONCERN OF THE MANAGEMENT:
Though industry experts are positive on the economic growth of India,
it may be affect by Inflation & volatility of Indian rupee. Interest
rates & fuel process will be the key factors for the automobile
industry.
The management is hopeful to overcome from the above uncertainty by
improving productivity and product specialization.
(E) EXPANSION AND CAPITAL EXPENDITURE:
In view of slowdown in Automobile Industry Company is currently
focusing on full utilization of existing capacity. The Company has also
started the initial steps for new Paint shop facility to come on newly
acquired land nearby of existing plant.
(F) INTERNAL CONTROL SYSTEM:
The Company has an adequate system of internal controls commensurate
with its size and nature of business to ensure adequate protection of
Company''s resources, efficiency of operations, check on cost structure
and compliance with the legal obligations and the Company''s policies
and procedures.
The Company remains committed to maintaining internal controls designed
to safeguard the efficiency of operations and security of our assets.
Accounting records are adequate for preparation of financial statements
and other financial information. Your Company has implemented ERP
system for a better internal control. The adequacy and effectiveness of
internal controls across the various functional levels, as well as
compliance with laid down systems and policies are monitored both by
Company''s internal control systems and also by the Company''s internal
Auditors on a regular basis. The Report of the internal Auditors is
placed before the Audit Committee, and its recommendations are
implemented to further improve the efficiency. Your Company''s Statutory
Auditors have, in their report, confirmed the adequacy of the internal
control procedures.
(G) HUMAN RESOURCE DEVELOPMENT:
The Company is giving utmost importance to human resource development.
In this direction, the Company is providing intensive training in India
and overseas to employees of all levels for improving competence,
production, enhancing safety and social values.
To retain the skill with the company a special drive has been given
towards increasing the ratio of company and contractual labour''s.
Achieving the high morale and motivation is the ultimate goal of each
training programme. The management also launched the "3E" - Enkei
Evolving Education system and thereby ensuring a framed training to all
employees The management expects to continue the customized development
program of employees during the current year also. The management of
the Company enjoys cordial relations with its employees at all levels.
The Board of Directors wish to place on record its highest appreciation
of the contribution being made by all the employees.
(H) CAUTIONARY STATEMENT:
Statements in Management Discussion and Analysis Report describing the
Company''s objectives, projections, estimates and expectation may be
"forward looking" within the meaning of applicable laws and
regulations. Actual results might differ materially from those
expressed or implied.
RISK MANAGEMENT
The management is accountable for the integration of risk management
practice into the day to-day activities. The risk assessment and
minimization procedures being followed by the management and steps
taken by it to mitigate these risks are periodically placed before the
Board and Audit Committee along with findings of the internal auditors.
All the assets of the Company are adequately insured.
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE:
During the year under review, Government of India has introduced the
new legislation"Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace Act, 2013" with effect from 9th
December 2013. The Act provides for protection against sexual
harassment of women at workplace and for the prevention and redressal
of complaints of sexual harassment and for matters connected there with
or incidental thereto.
The Company has framed a Policy on Prevention of Sexual Harassment at
Workplace as per the provisions of this Act. There were no cases
reported during the year under review under the said Policy.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies Act
1956, with respect to Directors'' responsibility Statement, it is hereby
confirmed as under:
1) That in the preparation of the annual accounts for year ending on
31st March 2014; the applicable accounting standards had been followed
along with proper explanation relating to material departures.
2) That 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 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 that year.
3) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding assets of the
company and for preventing and detecting fraud and other
irregularities.
4) That the Directors had prepared the annual accounts for the year
ended on 31st March 2014 on a going concern basis.
DIRECTORS
Mr. Kazuhiko Shimamura has resigned from the Board of the Company with
effect from 14th August 2014. Your Directors placed on record
appreciation of services rendered by him during their tenure as an
Alternate Director of the Company.
As per provisions of Section 149 and other applicable provisions of
Companies Act, 2013, and rules thereof,your Directors are seeking
appointment of Dr. Haresh Shah and Mr. GSV Prasad as an Independent
Directors in the ensuing Annual General Meeting. The Company has
received requisite notice(s) in writing from member proposing them as
candidature for office of Director.
Pursuant to Section 161 of the Companies Act, 2013, read with Articles
of Association of the Company, Ms. Shilpa Dixit was appointed as an
Additional Director with effect from 14th August 2014 and she shall
hold office of Director up to date of ensuing the Annual General
Meeting of the Company. As per provision of Section 149 and other
applicable provision of the Companies Act 2013, and rule thereof, your
Directors are seeking appointment of Ms. Shilpa Dixit as an Independent
Director in the ensuing Annual General Meeting. The Company has
received requisite notice in writing from a member proposing her as
candidature for office of Director.
Mr. Junichi Suzuki who retires by rotation at the ensuing Annual
General Meeting and being eligible, offer himself for re- appointment.
CORPORATE GOVERNANCE:
The Company has complied with the corporate governance requirements, as
stipulated under clause 49 of the listing agreement and the stipulated
certificate of compliance is contained in this annual report.
Further, SEBI vide its Circular No.CIR/CFD/POLICY CELL/2/2014dated 17th
April 2014 has notified the revised Clause 49 of the Listing Agreement
to be applicable with effect from 1stOctober 2014. This Report
therefore stands complied against the previous Clause 49 of the Listing
Agreement.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS / OUTGO:
Information pertaining to conservation of energy, technology absorption
and foreign exchange earning and outgo pursuant to section 217(1)(e) of
the Companies Act, 1956 is set out in the Annexure forming part of this
report.
EMPLOYEES:
Particulars of employees as required under Section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 are not given, as there is no employee covered by the said
provision.
AUDITORS:
The Statutory Auditors M/s. Asit Mehta & Associates, Chartered
Accountants, Mumbai (Firm Registration Number100733W) hold office till
the conclusion of the ensuing Annual General Meeting. It is proposed to
reappoint them as Statutory Auditors of the Company for a term of five
years subject to ratification by the members at every Annual General
Meeting. The Company has received requisite certificate pursuant to
Section 139 of the Companies Act, 2013.
ACKNOWLEDGEMENT:
Your Directors wish to convey their appreciation to all the employees
for their collective contribution to the Company''s performance.
Directors also wish to thank Enkei Corporation, our promoters, banks,
financial institutions, and customers for their unstinted support and
shareholders for their confidence reposed in the management.
For & On Behalf of the Board of Directors
Masakatsu Uchiyama Haresh Shah
Managing Director Director
(DIN:05239285) (DIN:00228471)
Place : Pune
Date : 14th August 2014
Mar 31, 2013
To, The Members,
The are delighted to present the report on our business and operations
for the year ended 31st March, 2013:
Financial Highlights:
The Company''s financial performance during the year 2012-13, as
compared to the previous year 2011-12 is summarized below:
(Rs.ln Million)
Particulars For the Year ended For the Year ended
March 31,2013 March 31,2012
Gross Sales 3,215.09 3,060.66
Net Sales 2,869.57 2,792.11
Earnings before exceptional
items, extraordinary items,
interest, tax, depreciation
and amortisation (EBITDA) 183.74 140.54
Less:Depreciation 159.61 146.51
Less: Financial Expenses 63.57 50.06
Add: Other Income 5.71 3.67
Profit / (Loss) before
exceptional and extraordinary
items and tax (33.75) (52.37)
Exceptional and
Extraordinary items 90.76 -
Profit/(Loss) before Tax 57.01 (52.37)
Provisions for Taxes 13.51 (5.33)
Profit/(Loss) after Tax 43.50 (53.30)
RISK MANAGEMENT
The management is accountable for the integration of risk management
practice into the day to-day activities. The risk assessment and
minimization procedures being followed by the management and steps
taken by it to mitigate these risks are periodically placed before the
Board and Audit Committee along with findings of the internal auditors.
All the assets of the Company are adequately insured.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies Act
1956, with respect to Directors'' responsibility Statement, it is hereby
confirmed as under:
1) That in the preparation of the annual accounts for year ending on
31st March 2013; the applicable accounting standards have been followed
along with proper explanation relating to material departures.
2) That the Directors have selected such accounting policies and
applied them consistently, and made judgments and estimates that are
reasonable and prudent so as to give 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 that year.
3) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding assets of the
company and for preventing and detecting fraud and other
irregularities.
4) That the Directors have prepared the annual accounts for the year
ended on 31st March 2013 on a going concern basis.
DIRECTORS
To comply with the requirement of the Companies Act, 1956 Dr. Haresh
Shah and Mr. Shailendrajit Rai Directors shall retire by rotation and,
being eligible, seek reappointment.
During the year Mr. Junji Ohtaka, Mr. Tetsuro Masui, Mr. Sandeep Shah
and Mr. Dhananjay Jhaveri resigned from the post of Director of the
Company with effect from 24th July 2012, 30th October 2012, 5th
November 2012 and 6th November 2012 respectively. Board expresses its
sincere appreciation for their services rendered during their tenure.
Details of Directors seeking appointment/re-appointment are included in
the Corporate Governance Report.
CORPORATE GOVERNANCE:
The Company has complied with the corporate governance requirements, as
stipulated under clause 49 of the listing agreement and the stipulated
certificate of compliance is contained in this annual report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS / OUTGO:
Information pertaining to conservation of energy, technology absorption
and foreign exchange earning and outgo pursuant to section 217(l)(e) of
the Companies Act, 1956 is set out in the Annexure forming part of this
report.
EMPLOYEES:
Particulars of employees as required under Section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 are not given, as there is no employee covered by the
provision.
AUDITORS:
M/s Asit Mehta & Associates, statutory auditors of the Company shall
retire at the forthcoming annual general meeting. The Company has
received a letter from Asit Mehta & Associates, Chartered Accountants,
confirming that their appointment as statutory auditors if made shall
be within the provisions of section 224 of the Companies Act 1956.
ACKNOWLEDGEMENT:
Your Directors wish to convey their appreciation to all the employees
for their collective contribution to the Company''s performance.
Directors also wish to thank our promoters Enkei Corporation, banks,
financial institutions, and customers for their unstinted support and
shareholders for their confidence reposed in the management.
For & On Behalf of the Board of Directors
Masakatsu Uchiyama Haresh Shah
Managing Director Director
Place : Pune
Date : 29th July 2013
Mar 31, 2012
The Directors are pleased to present their Third Annual Report
together with the audited statements of accounts for the year ended
31st March, 2012.
Financial Highlights
The Company's financial performance during the year 2011-12, as
compared to the previous year 2010-11 is summarized below:
(Rs in Million)
Particulars For the Year
ended For the Year
ended
31 March 2012 31 March 2011
Gross Sales 3,060.66 2,627.22
Net Sales 2,792.11 2,389.28
Earnings before exceptional
items,extraordinary items,
interest, tax, depreciation
and amortization (EBITDA) 140.54 191.97
Less: Depreciation 146.51 137.25
Less: Financial Expenses 50.06 76.32
Add: Other Income 3.67 8.94
Profit / (Loss) before
exceptional and extraordinary
items and tax (52.37) (12.65)
Less: Extraordinary items - 15.36
Profit/(Loss) before Tax (52.37) 2.71
Provisions for Taxes (5.33) (2.40)
Profit/(Loss) after Tax (53.30) 2.70
Risk Management
The management is accountable for the integration of risk management
practice into the day to-day activities. The risk assessment and
minimization procedures being followed by the management and steps
taken by it to mitigate these risks are periodically placed before the
Board and Audit Committee along with findings of the internal auditors.
All the assets of the Company are adequately insured.
Director's Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies Act
1956, with respect to Directors' responsibility Statement, it is hereby
confirmed as under:
1) That in the preparation of the annual accounts for year ending on
31st March 2012; the applicable accounting standards had been followed
along with proper explanation relating to material departures.
2) That 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 true and fair view of the state of affairs of
the company at the end of the financial year and of the loss of the
company for that year.
3) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding assets of the
company and for preventing and detecting fraud and other
irregularities.
4) That the Directors had prepared the annual accounts for the year
ended on 31st March 2012 on a going concern basis.
Directors
To comply with the requirement of the Companies Act, 1956 Mr. Tetsuro
Masui, Mr. Dhananjay Jhaveri and Mr. Sandeep Shah Directors shall
retire by rotation and, being eligible, seek reappointment.
During the year the Board of Directors of the Company had appointed Mr.
Kazuhiko Shimamura as the Director alternate to Mr. Junichi Suzuki and
Mr.Junji Othaka as the Director alternate to Mr. Tetsuro Masui pursuant
to Article No. 150 of the Articles of Association of the Company and
Section 313 of the Companies Act, 1956 in its meeting held on 13th
February 2012.
During the year Mr. Kazunodu Kuroda and Mr. Seiji Toda resigned from
the post of Alternate Director of the Company with effect from 2nd
August 2011,15th February 2012 respectively. Also Mr. Vinay Punjabi
resigned from the post of Director with effect from 24th July 2012.
Board expresses its sincere appreciation for services rendered during
their tenure.
Mr. Osamu Ohashi, Managing Director of the Company had resigned from
the post of Managing Director of the Company w.e.f. 10th April 2012,
Board expresses its sincere appreciation for the services rendered by
Mr. Osamu Ohashi during his tenure.
The Board of Directors in its meeting held on 10th April, 2012 had
appointed Mr. Masakastu Uchiyama as an additional director and
designated him as a Managing Director of the Company w.e.f. 10th April,
2012 for a period of five years.
Requisite approval for their appointment is being sought at the ensuing
Annual General Meeting. Details of Directors seeking
appointment/re-appointment are included in the Corporate Governance
Report.
The Board of Directors in its meeting held on 24th July, 2012 had
appointed Mr. Garimella Satya Vara Prasad as an additional director of
the Company.
Corporate Governance
The Company has complied with the corporate governance requirements, as
stipulated under clause 49 of the listing agreement and the stipulated
certificate of compliance is contained in this annual report.
Conservation of energy, technology absorption and foreign exchange
earnings/outgo
Information pertaining to conservation of energy, technology absorption
and foreign exchange earning and outgo pursuant to section 217(l)(e) of
the Companies Act, 1956 is set out in the Annexure forming part of this
report.
Employees
Particulars of employees as required under Section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 are not given, as there is no employee covered by the
provision.
Auditors
M/s Asit Mehta & Associates, statutory auditors of the Company shall
retire at the forthcoming annual general meeting. The Company has
received a letter from Asit Mehta & Associates, Chartered Accountants,
confirming that their appointment as statutory auditors if made shall
be within the provisions of section 224 of the Companies Act 1956.
Comments of the directors on the qualifications in the auditors report:
Qualification in para 4(d) of the auditor's report
Foreign currency monetary liabilities including loans, payable to group
companies have not been restated by the Company at the year-end closing
rate. The accounting treatment is not in compliance of the provisions
of the Accounting Standard (AS-11) -'The Effects of changes in Foreign
Exchange Rates'. The effect of non-compliance of the provisions on the
profit and loss account of the year has not been quantified by the
Company as explained in noteno.2 .9 of the accounts.
Management Comments
The management of the Company has given its comment on Auditors
Qualification in note no.2.9 of the accounts which is self explanatory.
Acknowledgement
Your Directors wish to convey their appreciation to all the employees
for their collective contribution to the Company's performance.
Directors also wish to thank Enkei Corporation, our promoters, banks,
financial institutions, and customers for their unstinted support and
shareholders for their confidence reposed in the management.
For & On Behalf of the Board of Directors
MASAKATSU UCHIYAMA HARESHSHAH
(Managing Director) (Director)
Place: Pune
Date :24th July 2012
Mar 31, 2010
The Directors are pleased to present their First Annual Report
together with the audited statements of accounts for the period ended
31st March, 2010.
FINANCIAL HIGHLIGHTS
(Rs. in Million)
Particulars For the Year ended
March 31, 2010
Gross Sales 1,806.06
Net Sales 1,666.99
Profit / (Loss) before Depreciation,
Interest & Tax 127.91
Less: Depreciation 148.01
Less: Financial Expenses 72.01
Profit/(Loss) before Tax (92.11)
Provisions for Tax 1.88
Profit/(Loss) after Tax (93.99)
DIVIDEND
Due to loss for the period, your directors do not recommend dividend.
SHARE CAPITAL
11,000,000 equity shares were allotted to the shareholders of Enkei
Castalloy Limited pursuant to Scheme of Arrangement between Enkei
Castalloy Limited and the Company. The Company is taking steps to get
its equity shares listed with Bombay Stock Exchange.
RISK MANAGEMENT:
The management is accountable for the integration of risk management
practice into the day to-day activities. The risk assessment and
minimization procedures being followed by the management and steps
taken by it to mitigate these risks are periodically placed before the
Board and Audit Committee along with findings of the internal auditors.
All the assets of the Company are adequately insured.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies Act
1956, with respect to Directors' responsibility Statement, it is hereby
confirmed as under:
1) That in the preparation of the annual accounts for period ending on
31st March 2010; the applicable accounting standards had been followed
along with proper explanation relating to material departures.
2) That the Directors had selected such accounting policies and applied
them consistently, and made judgements and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the company at the end of the financial year and of the loss
of the company for that period.
3) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding assets of the
company and for preventing and detecting fraud and other
irregularities.
4) That the Directors had prepared the annual accounts for the period
ended on 31st March 2010 on a going concern basis.
DIRECTORS
To comply with the requirement of the Companies Act, 1956 Mr.
Shailendrajit Rai, Director shall retire by rotation and being
eligible, offer himself for reappointment.
The Board of Directors had appointed Mr. Vinay H. Panjabi and Mr.
Haresh Shah in its Meeting held on 15th July, 2009 as Additional
Directors on the Board of the Company, pursuant to Article 152 of the
Articles of Association of the Company and Section 260 of the Companies
Act, 1956. Mr. Nitin Gutka and Mr. Niraj Shah resigned from the post of
Director of the Company on 22nd July 2009. Board expresses its sincere
appreciation for the services rendered by Mr. Nitin Gutka and Mr. Niraj
Shah during their tenure as Director of the Company. Also, Mr. Junichi
Suzuki and Mr. Tetsuro Masui were appointed as the Additional Directors
of the Company by the Board of Directors in its meeting held on 24th
March, 2010. Further Mr. Dhananjay Jhaveri and Mr. Sandeep Shah were
appointed as the Additional Directors of the Company by the Board of
Directors in its meeting held on 24th April 2010.
The Board of Directors in its meeting held on 11th May, 2010 had
appointed Mr. Osamu Ohashi as an additional director and designated him
as Managing Director of the Company w.e.f. 11th May, 2010 for a period
of five years.
Requisite approval for their appointment/reappointment is being sought
at the ensuing Annual General Meeting. Details of Directors seeking
appointment/re-appointment are included in the Corporate Governance
Report.
CORPORATE GOVERNANCE
As per clause 49 of the Listing Agreement with the stock exchanges, a
separate section on Corporate Governance is set out in the Annexure
forming part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS / OUTGO:
Information pertaining to conservation of energy, technology absorption
and foreign exchange earning and outgo pursuant to section 217(1)(e) of
the Companies Act, 1956 is set out in the Annexure forming part of this
report.
EMPLOYEES
Particulars of employees as required under Section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 are not given, as there is no employee covered by the
provision.
AUDITORS REPORT
Notes to the account give full explanation to the remarks made by
auditors in their report.
AUDITORS
M/s Asit Mehta & Associates, statutory auditors of the Company shall
retire at the forthcoming annual general meeting. The Company has
received a letter from Asit Mehta & Associates, Chartered Accountants,
confirming that their appointment as statutory auditors if made shall
be within the provisions of section 224 of the Companies Act 1956.
Members are requested to appoint Auditors for the current financial
year and fix their remuneration.
ACKNOWLEDGEMENT
Your Directors wish to convey their appreciation to all the employees
for their collective contribution to the Company's performance.
Directors also wish to thank Enkei Corporation, our promoters, banks,
financial institutions, and customers for their unstinted support and
shareholders for their confidence reposed in the management.
For & On Behalf of the Board of Directors
S.Rai Osamu Ohashi
Director Managing Director
Place: Pune
Date:4th August'2010
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