Axles India Limited Unlisted Shares

Annual Report Summary

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.