Axles India Limited Unlisted Shares Annual Reports

Axles India Limited Unlisted Shares

Axles India Limited - Forty Second Annual Report 2023-24 The following is a comprehensive summary of the Axles India Limited Forty Second Annual Report 2023-24. **Company Overview:** * Axles India Limited, an unlisted public limited company, specializes in manufacturing axle housings for automobile companies and has production facilities in Sriperumbudur and Cheyyar, Tamil Nadu, primarily selling to India and the United States. **Notice to Shareholders:** * The 42nd Annual General Meeting will be held on June 24, 2024, via video conference, to discuss: * Adoption of audited financial statements for the year ending March 31, 2024. * Declaration of dividend for the financial year 2023-24. * Re-election of Mr. Ram S who retires by rotation. * Revision in remuneration of Mr. Madhavan V, Managing Director, effective July. Salary scale revised to Rs.8,00,000 – Rs.10,50,000 per month plus 0.5% of net profits of the company for each financial year with a minimum of Rs.60 Lakhs. * Appointment of Mr. Sandeep Bhim Khullar as a Director, liable to retire by rotation, after his appointment as an additional director on August 9, 2023. * MCA Circulars permit the AGM through Video Conferencing/Other Audio-Visual Means. * Shareholders attending the AGM via VC/OAVM will be counted for quorum. * The Register of Shareholders and Share Transfer Books will be closed from June 17, 2024, to June 24, 2024, inclusive. * The Board recommends a dividend of ₹14 per equity share. * Remote e-voting will be available from June 20, 2024 (9:00 A.M. IST) to June 23, 2024 (5:00 P.M. IST) through CDSL. * Dividend income is taxable and subject to TDS if exceeding Rs. 5,000. * Shareholders can register as speakers for the AGM from June 10, 2024 (9:00 A.M. IST) to June 14, 2024 (5:00 P.M. IST). **Explanatory Statements:** * Reappointment of Mr. Madhavan V with remuneration totaling ₹150 lakhs for FY24. * Appointment of Mr. Sandeep Bhim Khullar as a Director. **Instructions to Shareholders:** * Details for remote e-voting through CDSL. * Instructions for shareholders attending the AGM through VC/OAVM and e-voting during the meeting. * Process for shareholders whose email/mobile numbers are not registered. **Report of the Directors:** * **Financial Performance (₹ in crores):** * Sales: 853.88 (2023-24) vs 746.35 (2022-23) * Profit Before Depreciation: 128.89 vs 82.41 * Profit Before Tax: 115.49 vs 70.73 * Profit After Tax: 86.27 vs 52.64 * Total Comprehensive Income: 86.84 vs 45.91 * **Prospects:** Expect sustained demand for axle housings, particularly in bus chassis and tractor-trailer segments. Export prospects to the USA and Mexico remain stable, rerouting shipments as necessary. * **Dividend:** A dividend of ₹14 per equity share is recommended. * No loans or guarantees covered under Section 186 of the Companies Act, 2013. * No Associate Companies. * **Change in Directors:** * Mr. Saket Sapra resigned effective August 9, 2023. * Mr. Sandeep Khullar appointed as Additional Director effective August 9, 2023. * Mrs. Radha Unni resigned effective November 30, 2023. * Mr. S Ram retires by rotation and offers himself for reappointment. * Board evaluation has been carried out. * Corporate Social Responsibility: Spent Rs.35 Lakhs during the financial year 2023-24 and transferred ₹45 Lakhs to the 'Unspent CSR Account' for multi-year projects. * Risk Management policy is in place. * Vigil Mechanism/Whistle Blower Policy is established. * The board confirms compliance with Section 134(3)(c) of the Act, including adherence to accounting standards, proper record-keeping, and a going concern basis. * Related party transactions comply with Section 188. * The board met 4 times during the year. **Committees of the Board:** * **Audit Committee:** Comprises of Mr. S Ram, Mr. V Madhavan, and Mr. Gajanan Gandhe. * Companies enlisted under Rule 4(2) are exempted from appointing Independent Directors and are not required to constitute a Nomination and Remuneration Committee. * **Stakeholders Relationship Committee:** Comprises of Mr. S Ram, Mr. V Madhavan and Mr. Srivats Ram. * **Corporate Social Responsibility Committee:** Comprises of Mr. S Ram, Mr. V Madhavan and Mr. Gajanan Gandhe. * No significant material orders passed by regulators or courts impacting the company. * None of the employees received remuneration exceeding the prescribed limits. * Cost audit is not applicable. * The company has an Anti-Sexual Harassment Policy and no cases were filed. **Other Information:** * Price Waterhouse & Co Chartered Accountants LLP are the Statutory Auditors. * S Dhanapal & Associates are the Secretarial Auditors, and the company complied with Secretarial Standards. * No qualifications, reservations, or adverse remarks by auditors. * Conservation of energy, technology absorption, and foreign exchange earnings are enclosed as Annexure 4. * The Annual Return will be available on the company website. **Board Evaluation:** * Criteria for evaluation included multi-disciplinary skills, governance practices, regulatory compliance, risk management, and technology use. **CSR Activities:** * The CSR policy aligns with Schedule VII of the Companies Act, 2013. **Secretarial Audit Report:** * Conducted by S Dhanapal & Associates, confirming compliance with statutory provisions. * The Board of Directors is constituted as applicable with proper balance of Executive and Non-Executive Directors. **Auditor's Report:** * Price Waterhouse & Co Chartered Accountants LLP expressed an opinion that the financial statements present a true and fair view. * Key observations are included regarding the accuracy of records, compliance with accounting standards and regulations. * Internal financial controls with reference to financial statements were deemed adequate and operating effectively. * The management represented that, to the best of its knowledge and belief no funds have been advanced or loaned or invested to any person, or have been received by the Company from any person. **Conservation of Energy, Technology Absorption, and Foreign Exchange:** * Implemented energy conservation measures, including renewable energy sources, energy-efficient lighting, and fossil fuel reduction. * Foreign Exchange Earnings: ₹294.51 Crore and Foreign Exchange Used: ₹6.89 Crore. **Financial Statements Highlights (Condensed):** * Equity Share Capital: ₹25.49 Crores * Total Assets: ₹518.66 Crores * Total Equity and Liabilities: ₹518.66 Crores * Revenue from operations: ₹853.88 Crores * Profit for the year: ₹86.27 Crores * Basic and Diluted EPS: ₹33.85 This information is intended to provide a thorough understanding of Axles India Limited's performance and activities during the fiscal year 2023-24, as detailed in the Annual Report.

Axles India Limited Unlisted Shares

Axles India Limited Forty First Annual Report 2022-23 Summary: **General Information:** Axles India Limited's registered office is located at 21, Patullos Road, Chennai 600 002. The CIN is U27209TN1981PLC008630, and the website is www.axlesindia.com. The factories are in Singaperumal Koil Road, Sriperumbudur, Tamil Nadu 602 105, and Cheyyar Taluk, Tiruvannamalai District, Tamil Nadu 604 410. HDFC Bank Limited is the banker. Cameo Corporate Services Limited, "Subramanian Building," 1, Club House Road, Chennai 600 002, Phone: 2846 0395, 2846 0390, Fax: 2846 0129, E-mail: investor@cameoindia.com is the Registrar and Share Transfer Agent. **Board of Directors:** S Ram (Chairman), V Madhavan (Managing Director), Srivats Ram, Rafael Aquique, Gajanan Gandhe, Saket Sapra, and Radha Unni. **Audit Committee:** S Ram (Chairman), V Madhavan, and Saket Sapra. **Stakeholders Relationship Committee:** S Ram (Chairman), V Madhavan, and Srivats Ram. **Corporate Social Responsibility Committee:** S Ram (Chairman), V Madhavan, and Saket Sapra. **Auditors:** Price Waterhouse & Co Chartered Accountants LLP, Chartered Accountants, 7th & 10th Floor, Menon Eternity, 165, St. Mary's Road, Alwarpet, Chennai 600018. **Key Management:** Y Krishnamoorthy (Chief Financial Officer) and C Bharathi (Company Secretary). **Notice to Shareholders:** The Forty First Annual General Meeting will be held on Friday, June 30, 2023, at 10:25 A.M. through Video Conference. Ordinary business includes adopting financial statements for the year ended March 31, 2023, declaring a dividend for 2022-23, and electing directors Mr. Rafael Aquique (DIN 05204786) and Mrs. Radha Unni (DIN 03242769) who are retiring by rotation. The MCA has permitted holding the AGM through VC/OAVM without physical presence. Physical attendance of shareholders has been dispensed with. The Register of Shareholders will be closed from June 23, 2023, to June 30, 2023, for dividend payment. Unclaimed dividends for the financial year ended 2015-16 will be transferred to the IEPF. The company has transferred 2552 shares pertaining to the financial year 2014-15 to the Demat Account of the IEPF Authority maintained with CSDL. Remote e-voting will commence on June 27, 2023, at 9:00 A.M. (IST) and conclude on June 29, 2023, at 5:00 P.M. (IST). The e-voting facility will be available at www.evotingindia.com. The Scrutinizer shall submit a Consolidated Scrutinizer's Report of the total votes cast in favour of or against, if any, not later than 48 hours after the conclusion of the meeting. **Instructions to Shareholders Regarding e-Voting:** Shareholders can cast their vote electronically between June 27-29, 2023. Individual shareholders holding securities in demat mode can vote through their demat accounts maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. The process for e-Voting differs slightly based on whether the demat account is held with CDSL or NSDL. Physical shareholders will log on to the e-Voting website www.evotingindia.com. **Report of the Directors:** The Directors present the Forty First Annual Report along with audited accounts for the year ended March 31, 2023. The company recommends a final dividend of Rs. 9/- per equity share for the year ended March 31, 2023. There are no Associate Companies for the Company as per the Act, 2013; therefore relevant Form -AOC 1 is not applicable. Mr. Rafael Aquique and Mrs. Radha Unni retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. **Financial Performance (in crores):** Sales: 746.35 (2022-23) vs 569.56 (2021-22). Profit before depreciation: 82.41 vs 55.83. Depreciation: (11.68) vs (10.65). Profit before tax: 70.73 vs 45.18. Profit after tax: 52.64 vs 33.83. Total Comprehensive Income: 45.91 vs 39.88. Axles Housings sale of Axles Housings in the Domestic market in FY'23 was 198,000 Nos. as against 148,000 Nos. in FY'22. Your Company's export in FY'23 was 87,000 Nos. as compared to 92,000 Nos in FY'22. **Board Evaluation, Remuneration Policy, and CSR:** The Board has framed a policy for determining qualifications, attributes, and independence of Directors. The company has spent Rs.42.36 Lakhs during the year 2022-23 on CSR activities. The Corporate Social Responsibility Committee comprises of Mr. S Ram, Chairman, Mr. V Madhavan and Mr. Saket Sapra as members. There are no material changes and commitments, if any, 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. **Other Information:** None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under the Companies Act, 2013. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the Secretarial Standards for the Board Meetings (SS-1) and the General Meetings (SS-2) during the year 2022-23. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act, read with rule 8(3) of the Companies (Accounts) rules, 2014 are enclosed as Annexure 4. Foreign Exchange used: Rs. 140.80 lakhs Foreign Exchange earned: Rs. 23,169.69 lakhs

Axles India Limited Unlisted Shares

Axles India Limited Thirty Ninth Annual Report 2020-21 The Thirty Ninth Annual General Meeting of Axles India Limited will be held on Thursday, August 26, 2021, via Video Conference (VC) or Other Audio-Visual Means (OAVM). The business includes: Adopting the audited financial statements for the year ended March 31, 2021; Electing Mr. S Ram and Mr. Saket Sapra, who retire by rotation, as Directors; and Re-appointing Mr. V Madhavan as Managing Director. Due to COVID-19, the meeting will be held via VC/OAVM, without physical presence of shareholders. As such, appointment of proxies is not available. Representatives of shareholders like the President of India or the Governor of a State or Body Corporate can attend and vote through e-voting. Shareholders can join 15 minutes before and after the scheduled time. The facility will be available to at least 1000 shareholders on a first-come, first-served basis, with exceptions for large shareholders, Promoters, Institutional Investors, Directors, Key Managerial Personnel, and committee chairpersons. The Register of Shareholders and Share Transfer Books will be closed from August 19, 2021, to August 26, 2021. Unclaimed dividends for the financial year ended 2013-14 will be transferred to the Investor Education and Protection Fund (IEPF). Shareholders should claim dividends on or before October 28, 2021. 15,559 shares pertaining to the financial year 2012-13 have been transferred to the Demat Account of the IEPF Authority. Shareholders can claim unclaimed dividends/shares by applying online to the IEPF Authority and sending a signed physical copy. The company is providing remote e-voting through Central Depository Services (India) Limited (CDSL) from August 23, 2021, to August 25, 2021. The Board has appointed M/s. S Dhanapal & Associates as the Scrutinizer. The results will be placed on the company's website and CDSL's website. Shareholders holding shares as of August 18, 2021, can vote electronically. The e-voting module will be disabled after that date. Shareholders can register as speakers from August 10, 2021, to August 14, 2021, to express views/ask questions. The Board of Directors re-appointed Mr. V Madhavan as Managing Director for 5 years with effect from July 6, 2021. His remuneration includes Rs. 6,00,000/- to Rs. 8,00,000/- per month, 0.5% of net profits, and perquisites as per Income Tax Rules. The company is looking forward to improving productivity and profits. During the financial year ended March 31, 2021, the remuneration to Mr. V Madhavan aggregated to Rs. 73.27 lakhs. The company's sales for 2020-21 were Rs. 30,604.78 lakhs compared to Rs. 40,477.72 lakhs in 2019-20. The company manufactures axle housings, with commercial operations commencing in 1981. The Directors report that domestic Housing Sales were lower by 24% in FY'21 due to Vehicle Production disruption consequent to COVID. The company did not recommend dividend for the financial year 2020-21. Mr. S Ram and Mr. Saket Sapra retire by rotation and offer themselves for reappointment. Mrs. C Bharathi was appointed as Company Secretary with effect from April 1, 2021. The Board conducted an Annual Performance Evaluation of the Board, Directors, and Committees. The company spent Rs. 134 Lakhs on Corporate Social Responsibility (CSR) activities during the year. The company has a Risk Management policy and maintains an Internal Control System. A Vigil Mechanism/Whistle Blower Policy is in place. The Board acknowledges responsibility for compliance with the Companies Act. The company has complied with applicable accounting standards. Related Party Transactions were in compliance with Section 188. The Board met 4 times during the year. The Audit Committee comprises of Mr. S Ram, Chairman, Mr. V Madhavan, and Mr. Saket Sapra. The Stakeholders Relationship Committee comprises Mr. S Ram, Mr. V Madhavan, and Mr. Srivats Ram. The Corporate Social Responsibility Committee comprises Mr. S Ram, Mr. V Madhavan, and Mr. Saket Sapra. The Company has in place an Anti-Sexual Harassment Policy. M/s. Price Waterhouse & Co Chartered Accountants LLP were appointed as the Statutory Auditors. M/s. S Dhanapal & Associates conducted the Secretarial Audit. There were no qualifications, reservations, or adverse remarks in the Auditors' reports. The company is implementing Energy conservation activities and has capability to design and test Axle Housings. Foreign Exchange used was Rs. 476.49 lakhs, and Foreign Exchange earned was Rs. 8987.25 lakhs. The criteria for Board Evaluation were in accordance with the Nomination & Remuneration Policy adopted by the Company, taking into account factors like composition, commitment, adherence to compliance, financial performance, risk management, and CSR. The CSR policy of the Company extends to all CSR activities covered under Schedule VII of the Companies Act, 2013. The Independent Auditor's Report states that the financial statements give a true and fair view in conformity with accounting principles. Note 34 to the financial statements describes management's assessment of the impact of COVID-19. In the auditor's opinion, the Company has an adequate internal financial controls system. There are no material contracts or arrangements or transactions not at arm's length basis. The Secretarial Audit Report confirms the company complied with statutory provisions. The financial summary shows key data points for the last ten years including Sales Turnover, Paid-up Capital, Reserves & Surplus, and Profit.