|
Dear Members,
Your Directors are delighted to present before you, the 21st
Board Report on the business and operations of Shivam Autotech Limited ("the
Company") together with the Audited Financial Statements of the Company for the
Financial Year ended March 31, 2026.
Financial Highlights
The Company's financial performance, for the year ended March 31,
2026 is are summarized below:
In Lakhs
|
|
In Lakhs |
|
Year Ended |
|
Particulars |
March 31, 2026 |
March 31 ,2025 |
| Revenue from Operation |
40,957.97 |
45,398.28 |
| Other Income |
244.55 |
250.42 |
Total income |
41,202.52 |
45,648.70 |
Expenses |
|
_ |
| (a) Cost of materials consumed |
14,536.91 |
16,915.91 |
| (b) Changes in inventories of finished goods
and work in progress |
350.96 |
(627.79) |
| (c) Consumption of stores & spares |
3,334.48 |
4,152.88 |
| (d) Employee benefits expense |
5,457.67 |
5,706.46 |
| (e) Depreciation and amortization expenses |
3,596.66 |
3,317.90 |
| (f) Job work charges |
1,810.73 |
2,093.13 |
| (g) Finance Cost |
6,792.05 |
5,940.62 |
| (h) Other expenses |
12,287.23 |
12,716.77 |
Total expenses |
48,166.69 |
50,215.88 |
Profit / (Loss) before exceptional items
and taxes |
(6,964.17) |
(4,567.18) |
| Total Exceptional Items |
288.42 |
- |
Profit / (Loss) after exceptional items
and before tax |
(7,252.59) |
(4,567.18) |
| Total Tax Expense |
880.57 |
237.01 |
Net Profit / (Loss) after tax for the
period |
(8,133.16) |
(4,804.19) |
| Other Comprehensive Income |
(72.11) |
(63.84) |
Total comprehensive income / (Loss) for
the period |
(8,205.27) |
(4,740.35) |
| Earning per Share (Basic) (in INR) |
(6.19) |
(3.89) |
| Earning per Share (Diluted) (in INR) |
(6.19) |
(3.89) |
State of Company's Affairs and Future Outlook
During the financial year 2025-26, revenue from operations was
40,957.97/- Lakhs as compared to 45,398.28/- Lakhs in 2024-25.
FY 2025-26 was a challenging year for the Company, primarily on account
of working capital constraints that impacted production capacity and business volumes,
resulting in a decline in sales turnover. Despite these challenges, the Company remained
focused on maintaining customer commitments, operational continuity and long-term business
development initiatives.
Business Overview
With improved financial flexibility, the Company is entering FY 2026-27
with a renewed focus on optimizing manufacturing capacity and improving operational
efficiencies. The Company currently is focused on fulfilling existing customer commitments
while simultaneously pursuing additional business opportunities from both existing and new
customers. E_orts undertaken towards new product development are expected to support
future revenue growth and strengthen the Company's market position.
As part of its long-term growth strategy, the Company continues to
diversify its business beyond the automotive sector. In addition to its core automotive
component business, the Company is actively exploring opportunities in Industrial
Components, Renewable Energy Equipment Components, Power Sector Components, Construction
Tool Components and Railways. These sectors offer significant potential to leverage the
Company's manufacturing capabilities, engineering expertise and precision machining
strengths while creating a more balanced revenue portfolio.
The Company also sees growing opportunities in export markets. The
depreciation of the Indian Rupee, coupled with the increasing global focus on developing
alternate and resilient supply chains, has enhanced the competitiveness of indian
manufacturers in international markets. The Company continues to evaluate opportunities to
expand its export footprint and strengthen relationships with global customers. Supported
by its established manufacturing capabilities, customer relationships, ongoing product
development initiatives and market diversification strategy, the Company believes it is
well positioned to capitalize on opportunities in both domestic and international markets
and create sustainable long-term value for its stakeholders.
Dividend
The Company has not earned any profit during the financial year ended
March 31, 2026, and does not have accumulated profits or free reserves available for
distribution. Accordingly, the Board of Directors has not recommended any dividend for the
financial year 202526.
Transfer to General Reserve
During the year under review, the Company has not transferred any
amount to General Reserves.
Share Capital
During the year under review, the Issued, Subscribed and Paid-up Equity
Share Capital as on March 31, 2026 as-
(In Lakhs)
Authorised Share Capital |
As at March 31, 2026 |
As at March 31, 2025 |
| 22,00,00,000 Equity Shares of 2 /- each |
4400.00 |
4400.00 |
Issued, Subscribed and Fully Paid Up |
_ |
_ |
| 13,14,95,219 Equity Shares of 2/- each |
2629.90 |
2629.90 |
Total |
2629.90 |
2629.90 |
During the year there being no change in the authorised and paid-up
share capital of the company.
Material Changes Affecting the Financial Position of the Company
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year and date of this
report. Your Company was able to raise the short-term/long term funds needed for its
working capital related requirements at reasonable rates. The Company continues to focus
on judicious management of its working capital.
Particulars of Loan, Guarantees and Investments under Section 186 of
the Act
The Company has neither given any loans/guarantees / provided security
nor have any investments been made by the Company under the provision of Section 186 of
the Act.
Particulars of Contracts or Arrangements with Related Parties
All contracts /arrangements/transactions entered by the Company during
the financial year with the related parties were in the ordinary course of business and on
arm's length basis and do not attract the provisions of Section 188 of the Companies
Act, 2013. Hence, requirement of Form AOC-2 as required under Section 188(1) of the Act is
not applicable to the Company.
All related party transactions are placed before the Audit Committee
for its approval. During the year under review, the Audit Committee approved transactions
through the omnibus mode in accordance with the provisions of the Act and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
During the year under review, the Company had not entered into any
contracts /arrangements/transactions with related parties which could be considered
material in accordance with the policy of the Company on materiality of related party
transactions. Suitable disclosure as required by the IND AS 24 has been made in the notes
to the Financial Statements.
Transfer to Investor Education and Protection Fund
During the Financial Year under review, your Company has not required
to transferred unpaid/ unclaimed dividend, to the Investor Education and Protection Fund
(IEPF) of the Central Government of India.
Holding Company
The promoters of the Company i.e. Dayanand Munjal Investments Private
Limited (DMIPL) hold 9,14,17,272 Equity Shares of 2/- each which represents
69.52% of the paid up equity capital of the Company. Your company continues to be a
subsidiary company of DMIPL.
Subsidiary Companies, Joint Ventures or Associate Companies
The Company neither has any subsidiaries, joint ventures or associate
companies nor any company have become or ceased to be its subsidiaries, joint ventures or
associate companies during the year under review.
Deposits
During the year, the Company has not accepted any deposit.
Board of Directors a) Meeting of Board of Directors
During the Financial Year 2025-26, 8 meetings of the Board of Directors
of the Company were held on 12th May, 2025, 8th August, 2025, 14th
August, 2025, 21st October, 2025, 12th November, 2025, 26th
November, 2025, 29th November, 2025 and 4th February, 2026. It is
confirmed that the gap between two consecutive meetings was not more than one hundred and
twenty days as provided in Section 173 of the Act. Detailed attendance records for all the
Board meetings are available in the Corporate Governance Report, (Annexure-A) which
forms part of this Annual Report.
b) Appointment/re-appointment of Directors
Mr. Yogesh Chander Munjal, (DIN: 00003491) Non- Executive, Non-
Independent Director of the Company, retire by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for re-appointment. A resolution seeking
shareholders' approval for her re-appointment forms part of the Notice.
The notice convening the meeting sets out the details of his
re-appointment.
c) Changes in Directors and Key Managerial Personnel
During the year under review and upto the date of this report, the
following are the changes in Directors and Key Managerial Personnel of the Company: i) Mr.
Neeraj Munjal (DIN: 00037792), re-appointed as Managing Director w.e.f. 14.08.2025. ii)
Continuation of the directorship of Mr. Anil Kumar Gupta (DIN: 02643623) as an Independent
Director beyond age of 75 years w.e.f. 14.08.2025. iii) Mr. Shakti Kant Mahana, Company
Secretary and the Compliance Officer resigned w.e.f. 23.06.2026 iv) Ms. Mehvish, appointed
as Company Secretary and the Compliance Officer w.e.f. 01.07.2026. None of the aforesaid
Directors are disqualified under Section 164(2) of the Companies Act 2013. Further, they
are not debarred from holding the office of Director pursuant to order of SEBI or any
other authority as required under the Circular dated 20th June, 2018 issued by
The BSE Limited ("BSE") and The National Stock Exchange of India Limited ("NSE").
d) Key Managerial Personnel
As on the date of this report, the following are Key Managerial
Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of
Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
1. Mr. Neeraj Munjal (DIN: 00037792), Managing Director
2. Mrs. Charu Munjal, (DIN: 03094545), Whole Time Director
3. Mr. Devendra Kumar Goyal, Chief Financial Officer
4. Ms. Mehvish, Company Secretary & Compliance Officer*
*Mr. Shakti Kant Mahana has tendered his resignation from the position
of Company Secretary and Compliance Officer of the company w.e.f. the close of business
hours on 23.06.2026.
Ms. Mehvish has been appointed in place of Mr. Shakti Kant Mahana as
Company Secretary and Compliance Officer of the company w.e.f. Board Meeting held on
01.07.2026.
e) Committees of the Board
As required under the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted
the following statutory committees:
Audit Committee
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Details of all the Committees such as terms of reference, composition,
and meetings held during the year under review are disclosed in the Corporate Governance
Report, (Annexure-A) which forms part of this Annual Report.
f) Declaration by Independent Director
The Company has received necessary declaration from all Independent
Directors under Section 149 (7) of the Act and Regulation 25(8) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 that they meet the criteria of
Independence laid down in Section 149(6) Act and Regulation 16(1)(b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
In the opinion of the Board, Independent Directors fulfil the
conditions specified in the Act, Rules made thereunder and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and are independent of the management.
g) Board Evaluation
The Board of Directors carried out an annual evaluation of its own
performance, Board Committees, and Individual Directors in accordance with the Act, SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, and Governance
Guidelines. The Nomination and Remuneration Committee led an internal evaluation process
to assess the performance of the Board, its committees, and individual directors. SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board as a whole, it's Committee(s) and
Individual Directors including the Chairman of the Board, was evaluated by a questionnaire
formulated by the Company.
| The questionnaire was formulated based on the following
criteria: |
| The Board composition and structure, |
| Effectiveness of board processes, |
| Information and functioning, Knowledge & Skill |
| Personal Attributes, |
| The composition of committees, |
| Effectiveness of committee meetings, |
| The contribution of the individual director to the Board
and committee meetings |
| Preparedness of Directors on the issues to be discussed, |
| Meaningful and constructive contribution of Directors and
their inputs in meetings |
As part of the evaluation process, the performance of Non-Independent
Directors, the Chairman and the Board as a whole was conducted by the Independent
Directors. The performance evaluation of the respective Committees and that of the
Independent and Non-Independent Directors was done by the Board excluding the Director
being evaluated. The performance evaluation was found satisfactory.
h) Separate Meeting of Independent Directors
In terms of requirements under Schedule IV of the Act and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of
Independent Directors was held on March 16, 2026. In a separate meeting of Independent
Directors, performance of Non-Independent Directors, performance of the board as a whole
and performance of the Chairman was evaluated, taking into account the views of executive
directors and non-executive directors.
i) Policy on Directors' remuneration and other details
The Company's policy on Directors' remuneration and other
matters provided in Section 178(3) of the Act has been disclosed in the Corporate
Governance Report, which forms part of the Board's report.
Directors' Responsibility Statement
Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of
the Companies Act, 2013, the Directors, to the best knowledge and ability, confirm that
for the year ended March 31, 2026:
(i) That in preparation of annual accounts for the financial year ended
March 31, 2026, the applicable accounting standards have been followed along with proper
explanation relating to the material departures;
(ii) That the directors of the company have selected such accounting
policies and applied them consistently and made judgements and estimates that are
reasonable and prudent, so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2026 and of the losses of the Company for the financial year ended
March 31, 2026;
(iii) That the directors of the company have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
(iv) That the directors of the company have prepared the annual
accounts on a going concern basis.
(v) That the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively.
(vi) That the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
Managerial Remuneration
The details required pursuant to Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel), Rules, 2014 are provided in
Corporate Governance Report attached as AnnexureA to this Board's
Report.
Management Discussion and Analysis report
A detailed discussion on the business performance and future outlook
forms part of Management Discussion and Analysis Report, which is separately attached as
Annexure-B to this Board's Report.
Business Responsibility & Sustainability Report (BRSR)
In accordance with the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015), the BRSR describes the performance of the Company on
environmental, social and governance aspects. SEBI mandates the top 1000 Listed Companies
by market capitalisation to include Business Responsibility & Sustainability Report
("BRSR Report") in their Annual Report.
Your Company falls under the top 2000 Listed Companies by market
capitalisation. Accordingly, a BRSR Report does not form part of this Report.
Statement in Respect of Adequacy of Internal Financial Control with
Reference to the Financial Statements
The Company believes that Internal Control is one of the key pillars of
governance, which provides freedom to the management within a framework of appropriate
checks and balances. The Company has a robust internal control framework, which has been
instituted considering the nature, size and risks in the business.
Your company has adequate internal control for its business processes
across departments to ensure efficient operations, compliance with internal policies,
applicable laws and regulations. The internal controls are complemented, on an on-going
basis, by an extensive program of internal audits being implemented throughout the year.
The internal controls are designed to ensure that the financial and other records of the
company are reliable for preparing financial statements and other data for maintaining the
accountability of assets in conformity with established accounting principles and that the
assets of the company are adequately safe-guarded against any significant misuse or loss.
The Company has robust ERP systems based on SAP platform. This ensures
high degree of systems-based checks and controls. The systems and processes are
continuously improved by adopting best-in-class processes and automation and implementing
the latest IT tools.
The Company also has an internal audit system which is conducted by an
independent firm of Chartered Accountants. The same has also been verified by the
statutory auditors who have reported that all the material internal financial controls
exist during the financial year 2025-26. The internal audit plan is dynamic and aligned to
the business objectives of the Company which is reviewed by the Audit Committee each
quarter. Further, the Audit Committee monitors the adequacy and effectiveness of your
Company's internal control framework.
Most importantly, the senior management sets the tone at the top of no
tolerance to non-compliance and promotes a culture of continuous innovation and
improvement.
Particulars of Employees
The information required under Section 197(12) of the Act read with
Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is attached as Annexure - C to this Board's Report.
Audit Committee
The Audit Committee comprises mainly of Independent Directors and the
composition is as under:
| Mr. Sunil Chinubhai Vakil |
Chairperson |
| Dr. Anil Kumar Gupta |
Member |
| Mr. Yogesh Chander Munjal |
Member |
| Ms. Neetika Batra |
Member |
The terms of reference of the Audit Committee are wide enough to cover
the matters specified for the Audit Committee under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as well as Section 177 of the Act; the detailed
terms of reference are as mentioned in the Annexure A to this Board Report.
During the year under review, the Board has accepted all recommendation
of Audit Committee and accordingly no disclosure is required to be made in respect of
non-acceptance of the recommendation of the Audit Committee by the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee (NRC) has been constituted
according to Section 178(5) of the Act and the composition is as under:
| Mr. Sunil Chinubhai Vakil |
Chairperson |
| Dr. Anil Kumar Gupta |
Member |
| Mr. Yogesh Chander Munjal |
Member |
| Ms. Neetika Batra |
Member |
The detailed terms of reference are as mentioned in the Annexure A to
this Board's Report.
Nomination and Remuneration Policy and Remuneration to the Directors
The Board on the recommendation of the Nomination
& Remuneration Committee has framed a policy for selection and
appointment of Directors, Senior Management Personnel including Key Management Personnel
and afixing their remuneration. The salient features of the Nomination and Remuneration
Policy and the details of remuneration under Section 197 of the Companies Act, 2013 paid
to Directors are provided in Corporate Governance Report which forms integral part of this
Report.
Disclosure on Establishment of a Vigil Mechanism
Your Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors has formulated a vigil
mechanism through Whistle Blower Policy for directors and employees to deal with instances
of unethical behaviour, actual or suspected, fraud or violation of Company's code of
conduct or ethics policy and to report their genuine concerns or grievances to the
Vigilance and Ethics Officer. Your Company hereby afirms that no Director/ Employee have
been denied access to the Chairman of the Audit Committee. The policy is available on the
company's website www.shivamautotech.com.
Business Risk Management
The Company has in place a robust risk management framework that
identifies and evaluates business risks and opportunities. The Company recognises that
these risks need to be handled effectively and mitigated to protect the interests of the
shareholders and stakeholders, to achieve business objectives and create sustainable value
and growth. The Company's risk management processes focus on ensuring that these
risks are promptly identified and a mitigation action plan is developed and monitored
periodically to ensure that the risks are being addressed accordingly. The Company's
risk management framework operates with the following objectives:
Proactively identify and highlight risks to the right stakeholders;
Facilitate discussions around risk prioritisation and mitigation;
Provide a framework to assess risk capacity and appetite;
Develop systems to warn when the appetite is getting breached.
With a multi-sourcing strategy plan, your Company was able to
successfully manage this risk.
The Company has Debt Equity Ratio at (9.80) as compared to 10.59 during
the previous year Further the Board has also identified the following risks: The
Company is exposed to various business and operational risks, including dependence on a
limited customer base, stringent environmental, safety and regulatory requirements,
increasing competition, margin pressures, economic downturns, customer grievances and
natural or man-made disasters.
The Company has implemented a Risk Management Policy to identify,
assess and mitigate key risks that may have a significant impact on its operations.
Appropriate measures such as quality improvement, productivity enhancement, cost controls,
regulatory and safety compliance, quality certifications and timely redressal of customer
complaints are in place to mitigate identified risks.
The provisions relating to constitution of a Risk Management Committee
under the applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 are not applicable to the Company Accordingly, no separate Risk Management Committee
has been constituted, and the Audit Committee oversees the Risk Management System and
Policy of the Company.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Information as required u/s 134(3)(m) of the Act read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 pertaining to measures for Conservation of Energy,
Technology Absorption and details of Foreign Exchange Earning and Outgo forming part of
this Report are given in Annexure D of this report.
Statutory Auditors and Auditor's Report
Pursuant to Section 139 of the Act, read with the Companies (Audit and
Auditors) Rules, 2014, the Members of the Company, at the 12th Annual General Meeting
("AGM"), appointed M/s NSBP & Co., Chartered Accountants, New Delhi (Firm
Registration No. 001075N), as the Statutory Auditors of the Company for the first term of
five consecutive years, to hold office from the conclusion of the 12th AGM until the
conclusion of the 17th AGM. Subsequently, at the 17th AGM, the Members of the Company
re-appointed M/s NSBP & Co. as the Statutory Auditors for a second term of five
consecutive years, to hold office from the conclusion of the 17th AGM until the conclusion
of the 22nd AGM of the Company, to be held in the financial year 2026-27.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its ofcers
or employees, to the Audit Committee / Central Government under Section 143(12) of the
Act, details of which are required to be mentioned in this Report.
Secretarial Auditor and Secretarial Audit & Compliance Report
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Yogesh K & Associates, a proprietorship firm of Company Secretaries to
undertake the Secretarial Audit of the Company for the financial year 2025-26
Secretarial Audit Report in prescribed format MR-3 are annexed as Annexure
E to this Board's Report.
Further, pursuant to SEBI Circular CIR/CFD/CMD1/27/2019 dated February
08, 2019, the Company has obtained Secretarial Compliance Report from Practising Company
Secretary on compliance of all applicable SEBI (Listing Obligations and Disclosure
requirements), Regulations 2015 and circulars/guidelines issued thereunder and the copy of
the same has been submitted with the Stock exchanges within the prescribed due date.
Explanation to Secretarial Audit Report
The Management response to the qualification, reservation or adverse
remarks in Secretarial Audit Report are as below:
Secretarial Auditor's Remarks /
Qualifications / Observations |
Management Response |
| Form DPT-3 was filed with additional fee
of 1200. 2. MGT- 15 was filed with additional fee of 1200. 3, Form CHG-9 was
filed with additional fee of 3,600 vide SRN AC0250927. 4. Form CHG-9 was filed with
additional fee of 3,600 vide SRN AC0246593. 5. Form CHG-9 was filed with
additional fee of 3,600 vide SRN AC2357626. 6. MGT-14 was filed with additional fee of
2,400 vide SRN AC2423097. 7. MGT-14 was filed with additional fee of 1,200 vide SRN
AC1154482. 8. form CHG-9 was filed with additional fee of RS. 3,600. vide SRN AC2482821.
9. form CHG-9 was filed with additional fee of RS. 3,600. vide SRN AC2483156. |
With reference to the observation, it is
respectfully submitted that the delay in filing the mentioned e-forms was primarily due to
technical glitches on the MCA portal and operational constraints. The Company has filed
all forms with applicable additional fees as per Section 403 of the Companies Act, 2013,
and the Board has duly taken note of the same. |
Listing
Pursuant to Clause C(9)(d) of Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the shares of your Company are listed at
NSE and BSE, and pursuant to the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Annual Listing fees for the year 2026-27 have been paid. The
Company has also paid the annual custodian fees for the year 2026-27 in respect of Shares
held in dematerialized mode to National Securities Depository Limited (NSDL) & Central
Depository Services Limited (CDSL).
The Company has complied with the requirements of Corporate Governance
as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as applicable.
Corporate Governance
Your Company is committed to follow the highest standards and
principles of Corporate Governance with all integrity and fairness. The Company always
places major thrust on managing its affairs with diligence, transparency, responsibility
and accountability thereby upholding the important dictum that an organisation's
corporate governance philosophy is directly linked to high performance. It has put in
place an effective Corporate Governance system which ensures that provisions of the Act
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are duly
complied with, not only in form but also in substance.
A certificate from the Practising Company Secretary regarding the
compliance of the conditions of Corporate Governance by the Company as stipulated under
Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
also attached to this Report.
Separate detailed chapters on Corporate Governance, additional
Shareholder information and Management Discussion and Analysis are attached herewith and
form part of this Report. Declaration by MD that the Board Members and Senior Management
Personnel have complied with the Code of Conduct for the financial year 2025-26 is annexed
with this report.
Disclosures for Maintenance of Cost Records
Your company is not covered under sub-section (1) of Section 148 of the
Act for maintenance of Cost records and accordingly such accounts and records are not
required to be made and maintained.
Significant or Material Orders passed by the Regulators
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
Changes in the Nature of Business
There is no change in the nature of the business of the Company during
the Financial Year 2025-26.
Web address for Annual Return
In terms of provisions of Section 92(3), 134(3)(a) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, annual return of the
Company for the Financial Year ended March 31, 2026 is available under the
Investors' section of the Company's website i.e. at
www.shivamautotech.com.
ATF 16949/ISO 14001/ISO 45001 Accreditation
Your Company's manufacturing facilities are located at Binola,
Haridwar, Kolar and Rohtak and we continue to maintain and uphold the prestigious IATF
16949:2016, ISO 14001:2015 and ISO 45001:2018 (Occupational Health & Safety Assessment
Series) certifications from reputed leading Indian and International Certification
Institutions. These certifications help in continuous improvements, besides emphasis being
laid on prevention of defects, reduction of wastes, prevention of near misses and to
ensure maximized customer delight.
Prevention of Sexual Harassment at workplace
The Company 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 ("POSH
Act") and the Rules thereunder. All women associates (permanent, temporary,
contractual and trainees) as well as any women visiting the Company's office premises
or women service providers are covered under this Policy. The Company has duly constituted
an Internal Complaints Committee (ICC) under the POSH Act which is responsible for
redressal of complaints related to sexual harassment. The Company aims at providing a
workplace that enables employees to work without gender bias and sexual harassment. The
necessary disclosure in terms of requirements of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in this regard is given below: a. Number of complaints
filed during the financial year Nil b. Number of complaints disposed of during the
financial year N.A. c. Number of complaints pending as at the end of the financial
year N.A.
Various workshops and awareness Programmes w.r.t. prevention of sexual
harassment has been carried out during the FY 2025-26.
Compliance with Maternity Benefit Act, 1961
The Company is compliant with the applicable provisions of the
Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure
ongoing compliance.
Secretarial Standards
The Company has followed the applicable Secretarial Standards with
respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by
the Institute of Company Secretaries of India.
Environment, Health & Safety
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy requires conduct of operations in such a manner
so as to ensure safety of all concerned, compliances of environmental regulations and
preservation of natural resources.
The Company has taken an initiative to preserve environment by
indulging in paper recycling activity. The paper recycling pertains to the processes of
reprocessing waste paper for reuse. Recycling paper preserves trees and forests. Recycled
paper serves as an environmental friendly resource for paper manufacturers, saving costs
and energy.
The Company has recycled approx. 4060 kgs of waste paper till March 31,
2026, contributing in saving 68 nos. of trees.
The Company is committed to adhere to the highest standards of health
and safety. It strives to provide its employees with a safe and healthy workplace. The
Company continuous to focus on deploying behaviour based safety programmes and global
safety standards across its locations. Its manufacturing units are certified with
ISO-45001 (International Occupational health & safety management system and
standards), abiding by the highest standards of safety. The Company regularly conducts
counselling and safety review meetings for the workers to appraise and educate them on the
adoption of safety measures and avoidance of unsafe practices. Safe operating procedures,
standards and systems have been laid down at all manufacturing locations. Prompt medical
assistances are provided to its employees.
Human Resource Development
TheCompanybelievesthatpeoplewhofeeltrulyassociated with the
organisation are the ones who perform to their peak capability. As a core part of our
business strategy, it is committed to providing an environment where all of its employees
feel enabled and have a sense of belonging. The Company believes in greater diversity
within the business will maximise collective capability, allowing leveraging the diversity
of thought, and better reflecting and understanding the diverse customer base. This
should, in turn, lead to better decision making and higher shareholder value.
The Company takes pride in the commitment, competence and dedication of
its employees in all areas of the business. The Company has a structured induction process
at all locations. Objective appraisal systems based on key result areas (KRAs) are in
place for staff members.
Your Company treats its "human resources" as one of its most
important assets. Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. The Company's thrust is on the promotion
of talent internally through job rotation and job enlargement. A significant effort has
also been undertaken to develop leadership as well as technical/ functional capabilities
in order to meet future talent requirement.
Board Diversity Policy
The Company recognizes and embraces the importance of a diverse board
in its success. We believe that a truly diverse board will leverage differences in
thought, perspective, knowledge, skill, regional and industry experience, cultural and
geographical background, age, ethnicity, race and gender, which will help us, retain our
competitive advantage. The Board has adopted the Board Diversity Policy which sets out the
approach to diversity of the Board of Directors.
Proceeding Under Insolvency and Bankruptcy Code, 2016
The Company has not made any application or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("IBC Code") during
the year. Further, at the end of the year, Company does not have any proceedings related
to IBC Code.
The details of difference between amount of the valuation done at the
time of one-time settlement and the valuation done while taking loan from the banks or
financial institutions along with the reasons thereof
During the year under review, the Company has not made one-time
settlement therefore, the same is not applicable.
Policies
We seek to promote and follow the highest level of ethical standards in
all our business transactions guided by our value system. The SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015) mandated the formulation of certain
policies for all listed companies.
All our corporate governance policies are available on our website
www.shivamautotech.com. (Web link- https://www.shivamautotech.com/cpage.
aspx?mpgid=15&pgidtrail=42)
Acknowledgments
Your Company's organisational culture upholds professionalism,
integrity and continuous improvement across all functions as well as efficient utilisation
of the Company's resources for sustainable and profitable growth.
The Directors express their appreciation for the sincere co-operation
and assistance of Central and State Government Authorities, Bankers, Customers, Suppliers
and Business Associates. Your Directors also wish to place on record their deep sense of
appreciation for the committed services by your Company's employees. Your Directors
acknowledge with gratitude the encouragement and support extended by our valued
shareholders.
The Board would like to reiterate its commitment to continue to build
the organization into a truly world-class enterprise in all aspects.
|
For and on behalf of the Board |
For and on behalf of the Board |
|
Neeraj Munjal |
Charu Munjal |
Place: Gurugram |
Managing Director |
Whole Time Director |
Date: August 13, 2026 |
DIN: 00037792 |
DIN:03094545 |
|