The Board of Directors are pleased to present Thirty Seventh Annual Report along with the audited financial statements for the financial year ended March 31, 2025.
FINANCIAL RESULTS
The financial performance of the Company on standalone basis for the year ended March 31, 2025 is summarized below:
(' in lacs except per share data)
Particulars
|
2024-25
|
2023-24
|
Revenue from Operations
|
64,596
|
48,040
|
Other Income
|
499
|
462
|
Total Income
|
65,095
|
48,502
|
Operating Costs
|
58,887
|
45,030
|
Profit Before Depreciation, Interest, Exceptional Items and Tax (PBDIT)
|
6,208
|
3,472
|
Depreciation & Amortization Expense
|
1,517
|
1,525
|
Profit before Interest, Exceptional Items and Tax
|
4,691
|
1,947
|
Interest
|
50
|
164
|
Exceptional Items
|
-
|
-
|
Profit before Tax (PBT)
|
4,641
|
1,783
|
Tax Expense
|
1,179
|
436
|
Profit after Tax (PAT)
|
3,462
|
1,347
|
Other Comprehensive Income
|
-43
|
-49
|
Total Comprehensive Income for the period
|
3,419
|
1,298
|
Opening Balance in Profit and Loss Account
|
24,897
|
23,599
|
Balance carried to Balance Sheet as Retained Earnings
|
28,316
|
24,897
|
Earnings per Share (')
|
12.47
|
5.09
|
FINANCIAL REVIEW AND HIGHLIGHTS
FY 2024-25 was a year of robust growth and operational excellence for Atul Auto Limited. The Company recorded a commendable improvement across all key financial indicators, reflecting its focus on efficiency, customer satisfaction, and market expansion. The highlights of the standalone financial performance for the year are summarized below:
• Strong Growth in Vehicle Sales
The Company sold 32,508 vehicles during FY 2024-25, compared to 26,039 units in the previous year - registering a notable increase of 24.84% in volumes.
• Significant Rise in Revenue from Operations
Revenue from operations grew substantially by 34.46%, reaching '64,596 Lacs, as against '48,040 Lacs in FY 2023¬ 24. This growth reflects enhanced market penetration and efficiency to grab the increased demand.
Impressive Performance in Export Segment
Export revenue witnessed a healthy uptick, rising to '5,228 Lacs from '3,691 Lacs in the previous year - a testimony to the Company's growing global footprint.
Improved Operating Profitability (EBITDA)
Profit before depreciation, interest, and tax stood at '6,208 Lacs, marking a strong growth over '3,472 Lacs recorded in FY 2023-24 - highlighting improved operational efficiency.
Sharp Increase in Profit Before Tax (PBT)
PBT for the year surged to '4,641 Lacs, compared to '1,783 Lacs in the previous financial year - a growth of over 160%, reflecting disciplined cost control and better realizations.
Remarkable Growth in Net Profit (PAT)
Net Profit After Tax stood at '3,462 Lacs, a significant improvement over '1,347 Lacs in FY 2023-24, underlining the Company's strong bottom-line performance.
The highlights of consolidated results with performance of associate and subsidiary companies are described in this report separately.
DIVIDEND
Aiming to retain profits and support future growth in an external situation in accordance with the Company's Dividend Distribution Policy, the Board of Directors of the Company has not declared any dividend for the year ended March 31, 2025.
CAPITAL STRUCTURE
As on March 31, 2025, the company's authorised share capital was '15,00,00,000/- (Rupees Fifteen Crores Only) divided into 3,00,00,000 (Three Crore only) equity shares of '5/- (Rupees Five only) each.
The Company's paid up capital is '13,87,56,400/- (Rupees Thirteen Crores Eighty Seven Lacs Fifty Six thousand and four hundred Only) divided into 2,77,51,280 (Two Crore Seventy Seven Lacs Fifty one thousand and two hundred eighty only) equity shares of '5/- (Rupees Five only) each.
There is no change in share capital of the Company during the year.
CONSOLIDATED FINANCIAL STATEMENTS
As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable provisions of the Companies Act, 2013 read with the rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2024-25 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company and its subsidiary companies, as approved by the respective Board of Directors.
In accordance with Section 136 of the Act, the financial statements, including consolidated financial statements, auditor's report and every other document required by law to be annexed or attached to the financial statements are available for inspection at Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the AGM. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including consolidated financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company at https:// atulauto.co.in/subsidiaries-reports.aspx
PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
Pursuant to provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the
Company's Subsidiaries, Associates and Joint Ventures in Form AOC-1 is attached to the consolidated financial statements.
During the year under review, there are no companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies. The Company does not have any Associate Company or Joint Venture. The performance of subsidiary companies during financial year 2024-25 are as under:
Khushbu Auto Finance Limited
Khushbu Auto Finance Limited (KAFL), Wholly-Owned Retail Finance Arm of Atul Auto Limited, stood as a backbone to the financing of AAL's three wheelers during FY 2024-25. In the previous year, KAFL's market share stood at 37.25% in total retails of Company's vehicles at KAFL present locations.
The Income from operations during FY 2024-25, showed an increase of 21.50% as compared to last year but this could not positively contribute to the bottom line as the company decided to write off certain portion of COVID affected portfolio in Q1 FY 2024-25. The AUM as at March 31, 2025 stands at '237.21 Crores showing an increment of more than 15% as compared to last year.
Surpassing its last year's record high disbursement, KAFL achieved its highest monthly disbursement in FY 24-25 of '14.55 crores in October-2024 and total disbursement of '142.21 crores during the year. With positive market outlook, KAFL intends to achieve an even higher revenue from operations and profit in the upcoming years.
As per explanation provided under the Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015, the term "material subsidiary" shall mean a subsidiary, whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. KAFL, wholly owned subsidiary of the Company is to be considered as unlisted material subsidiary for FY 2024-25 since net-worth of KAFL is more than 20% of net-worth of the Company as on March 31, 2024, end of preceding financial year.
Smt. Aarti J Juneja (DIN: 06872059), Independent Director of the Company was the Independent Director of KAFL in compliance with regulation 24 of the SEBI Listing Regulations till February 08, 2025. Due to completion of her second term in Atul Auto Limited, she also ceased to be a Director on the board of KAFL. Shri Gurudeo Madhukar Yadwadkar, Independent Director (DIN: 01432796) of the Company is the Independent Director of KAFL in compliance with regulation 24 of the SEBI Listing Regulations.
During the financial year 2024-25, for the purpose of repayment of Loan/ ICD and for meeting long term working capital and general corporate requirement of KAFL, the Company has additionally invested '24.94 Crore by way of subscription of 1,32,00,000 equity shares of its wholly-owned subsidiary on right basis in two tranches in September, 2024.
Atul Green Automotive Private Limited
Atul Green Automotive Private Limited is wholly owned subsidiary of the Company. It is in the business of sales of spare parts of Atul vehicles to certain international markets.
The Investment in share capital of Atul Green Automotive Private Limited was '45 Lacs as on March 31, 2025. It does not have any operating revenue during the year.
Atul Greentech Private Limited
Atul Greentech Private Limited ("AGPL"), incorporated in the year 2020 is in the business of manufacturing electric three wheelers as well as electric vehicle spares and parts including battery packs, battery management system, battery charger etc. for the purpose of L5 Category electric vehicles of Atul Auto Limited and various other applications and electric motor vehicles.
At the end of financial year 2024-25, the investment in share capital of AGPL was '30 Crore.
During the FY 2024-25, AGPL has ramped up its sales and recorded revenue of '6431 Lacs compared to '1454 Lacs in previous year, and reported post tax loss of '1593 Lacs as against '957 Lacs during previous year, the Company is taking all necessary steps for minimizing loss and seizing global and domestic market requirements.
Recently AGPL has entered into a strategic partnership with Amara Raja Group to develop and supply of Lithium Iron Phosphate (LHP) battery packs and chargers for electric vehicles. This collaboration aims to bolster India's 'Atma Nirbhar Bharat' initiative by enhancing domestic manufacturing capabilities in the EV sector.
AGPL has been expanding its presence and sales globally in the countries like Belgium, France, Italy, South Africa, Peru, Philippines and expecting to cover Nepal, Bangladesh, Ecuador South America, European and African Countries in near future.
AGPL has also partnered with Hindustan Petroleum Corporation Limited to deploy these vehicles through their dealer network.
AGPL jointly with Honda Power Pack Energy India & Valeo have formed a strategic partnership to launch battery-swapping technology and infrastructure for electric vehicles (EVs). This collaboration aims to enhance the efficiency and convenience of EV operations by providing easily swappable batteries and it will reduce downtime for re-charging batteries.
Atulease Private Limited
The Company has also incorporated Atulease Private Limited in June-2024 with 80% equity stake in it for the purpose of operational leasing of three-wheeler and other vehicles. Atulease is planning to commence its business in near future.
The Investment in share capital of Atulease Private Limited was '8 Lacs as on March 31, 2025. It does not have any operating revenue during the year.
LOANS, GUARANTEES AND INVESTMENTS
Particulars of the loans given, investment made or guarantee given pursuant to section 186 of the Companies Act, 2013 and the purpose for which the loan or guarantee or investment is proposed to be utilized by the recipient of the loan or guarantee are provided in Note No. 46 to the Standalone Financial Statements. These loan, guarantee and investments are in compliance with section 186 of the Companies Act, 2013.
LIQUIDITY
The Company has cash and cash equivalents of '1507 Lacs as on March 31, 2025. Moreover, the Company has unutilized sanctioned working capital facilities '3000 Lacs from IDBI Bank, and '750 Lacs from ICICI Bank as on March 31, 2025 to meet the liquidity requirement.
TERM DEBT
During the FY 2024-25, the Company has not availed any fund- based credit facilities and hence, the Company is enjoying debt-free status.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year 2024-25, second consecutive term of Smt. Aarti Juneja completed on February 08, 2025 and she was ceased to be an Independent Director of the Company. Further with recommendation of Nomination and Remuneration Committee, the Board has appointed Shri Ramesh Chandra Maheshwari (DIN: 09343538) and Smt. Honey Sethi (DIN: 10721537) as Additional Independent Directors and shareholders also approved regularization of their office as Independent Directors at 36th AGM of the Company.
Shri Mahendra J. Patel is liable to retire by rotation at the ensuing AGM in compliance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible has offered himself for reappointment. The Independent Directors of Company are not liable to retire by rotation as per provisions of section 149(13) of the Companies Act, 2013.
All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under 149(6) of the Companies Act, 2013 read with rules issued there under as well as Regulation 16(1)(b) of the Listing Regulations (including any statutory modification(s) or re- enactment(s) for the time being in force). The Board is of the opinion that Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors. In terms of Regulation 25(8) of the Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which
exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA). Shri Mohan Jit Walia, Dr. Jaichander Swaminathan, Shri Ramesh Chandra Maheshwari and Smt. Honey Sethi have cleared the test. Gurudeo Madhukar Yadwadkar is exempted from passing the test pursuant to third proviso of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
During FY 2024-25, Shri Jayantibhai J Chandra has tendered his resignation from the post of Chairman and Whole-time Director of the Company with effect from closing hours on May 16, 2024 due to his unforeseen medical circumstances and restricted body functions. The Board of Directors expressed their deep sense of appreciation and gratitude to Shri Jayantibhai J Chandra, founder of the Company for his immense contribution in various capacities.
Shri J J Chandra was founding force behind the Atul Auto Limited; he has been instrumental in shaping the company's vision, culture, and trajectory since its inception in 1994. Under his leadership, Atul grew many fold from a bold idea into a respected industry leader, known for innovation and growth.
Board of Directors, expresses deepest appreciation to Shri J J Chandra for his unwavering dedication, entrepreneurial spirit, and the strong foundation he has built. His legacy will remain in the DNA of the Company, and his influence will continue to inspire us as we move forward.
Shri J J Chandra's decision to step down comes at a time of strength and momentum for the company. We remain committed to honoring the values and vision that have guided us from the beginning.
The details of policy on Directors' Appointment, its remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under subsection (3) of section 178; and performance evaluation has been described in detail in the report on Corporate Governance of the Company which forms an integral part of the report.
There was no change in the Key Managerial Personnel during the year except mentioned above.
NUMBERS OF MEETINGS OF BOARD
The Board met five times during financial year 2024-25, the details of which are provided in the Corporate Governance Report. The gap between any two meetings was within the period prescribed by the Act and the SEBI Listing Regulations.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees as on March 31, 2025:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders' Relationship Committee
d. Risk Management Committee
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
PERFORMANCE EVALUATION
The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Individual Directors, Committees of the Board and the Board as a whole.
In terms of the requirement of the Companies Act, 2013 and the SEBI Listing Regulations, an annual performance evaluation is undertaken. The details of the evaluation process, parameters etc. are set out in the Corporate Governance Report which forms a part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors, based on the information and representations received from the Management of the company, confirm that:
a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed and there are no material departures from the same;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at March 31, 2025 and of the Profit of the company for that period;
c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively during the financial year ended March 31, 2025; and
f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively throughout the financial year ended March 31,2025.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, outlook, operational performance and state of affairs of your Company.
CORPORATE GOVERNANCE
In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with certificate from the Auditors on its compliance forms an integral part of this report.
AUDITORS AND AUDITORS' REPORT Statutory Auditors
M/s. Maharishi & Co., Chartered Accountants (ICAI Firm Registration No. 124872W) ("Existing Auditors") were appointed as statutory auditors of the Compa ny at Thirty Fourth AGM to hold office upto thirty ninth AGM of the Company to audit the financial statement from FY 2022-23 to FY 2026-27. They have confirmed that they are not disqualified from continuing as Auditors of the Company. The peer review certificate of M/s. Maharishi & Co. is valid upto May 31, 2028.
The Auditors' Reports for the financial year ended March 31, 2025 on the financial statements (Standalone and consolidated) of the Company is a part of Annual Report. The auditors' report does not contain any qualification, reservation or adverse remark.
Secretarial Auditors
The Report of the Secretarial Auditor for FY25 is annexed herewith as Annexure - A. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks or disclaimer.
Further, in accordance with the provision of Regulation 24A of the Listing Regulations, Secretarial Audit of its material unlisted Indian subsidiary Khushbu Auto Finance Limited is required to be conducted. The Secretarial Audit Report for the financial year ended March 31, 2025 of Material Unlisted Subsidiary of the Company is set out at Annexure - B to this Report.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of M/s. Hardik Hudda & Associates (Unique Code No. S2015GJ306400, CP No.14697), a peer reviewed Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five years, i.e., from April 1,2025 to March 31, 2030, subject to approval of the Shareholders of the Company at the ensuing AGM.
The Company is not required to get its cost records audited for the financial year 2024-25.
The Board has appointed KPMG Assurance and Consulting Services LLP as Internal Auditors of the Company for the period
of two years up to FY 24-25 under Section 138 of the Companies Act, 2013 as per the scope provided by the Board.
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 Officers or Employees to the Audit Committee or Central Government under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
INTERNAL FINANCIAL CONTROLS
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
RELATED PARTY TRANSACTIONS
All transactions entered with related parties for the financial year 2024-25 were on arm's length basis and in the ordinary course of business and that the provisions of Section 188(1) of the Companies Act, 2013 and the Rules made thereunder, disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is set out in Annexure -C. Further, there is no material transaction with any related party during the year under review. The Company complies with the policy on related party transactions while identification and monitoring it.
All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated by the Company. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.
All related party transactions are placed before the Audit Committee as also to the Board for review and approval. Omnibus approval of the Audit Committee was obtained for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are reviewed by Audit Committee and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review on a quarterly basis. The Company regularly makes necessary modifications to the said policy in line with the amendments as introduced in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time.
The details of the related party transactions as per Indian Accounting Standards (Ind AS) - 24 are set out in Note No. 42 to the Standalone Financial Statements of the Company.
ANNUAL RETURN
The Companies (Management and Administration) Amendment Rules, 2020 has done away the requirement of attaching extract of Annual Return in Form MGT-9 to Board's Report. The annual return in Form MGT-7 as required under Section 92(3) of the Companies
Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://atulauto.co.in/subsidiaries-reports.aspx
EMPLOYEE AND RELATED DISCLOSURES
The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).
As per the provisions of Section 136(1) of the Act and Rule 5 of the Rules, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure - D.
CORPORATE SOCIAL RESPONSIBILITY
The Company has always laid emphasis on progress with social commitment. We believe strongly in our core values of empowerment and betterment of not only the employees but also our communities. Following this principle, the Company had laid the foundation of a comprehensive approach towards promoting and facilitating various aspects of our surrounding communities. The Report on CSR activities which is reviewed by the Board at its meeting held on May 10, 2025 as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure -E and forms an integral part of this Report.
With notification of the Companies (Amendment) Act, 2020, the roles and responsibilities of CSR Committee is now be taken care by Board of Directors. The details of the CSR initiatives as per the CSR Policy of the Company forms part of the CSR Section in this Report.
During the financial year 2024-25 and 2023-24, the company was not liable for any CSR Expenditure. During financial year 2022-23, the company has spent '22.63 Lacs in excess which is entitled to be carried forward in next financial year 2025-26 in accordance with Section 135 of the Companies Act, 2013.
The Board has approved a policy for Corporate Social Responsibility and same has been uploaded on the website at https://atulauto.co.in/policiescodes/
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors
and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the Internal Rules/ Code of Conduct of the Company. The details of the same have been described in more depth in Corporate Governance Report.
The Company has established system for reporting, investigation and suitable action in line with the whistle blower policy. The whistle blower Policy is also available on Company's website at weblink: https://atulauto.co.in/policiescodes
CREDIT RATING
During FY 2024-25, CRISIL has reaffirmed its rating CRISIL BBB / Stable for long term bank loan facilities and CRISIL A2 for short term bank loan facilities of the Company.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars of conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo in terms of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the year ended March 31, 2025 are annexed to this report as Annexure - F.
RISK MANAGEMENT
Risk management is embedded in your Company's operating framework. Your Company believes that managing risks help in maximizing returns. The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board of Directors.
The Company has Risk Management Committee with the following Members as on March 31, 2025:
Mahendra J Patel Chairman
Neeraj J Chandra Member
Jaichander Swaminathan Member
Hiren V Patel Member
Some of the risks that the Company is exposed to are: Financial Risk, Commodity Price Risk, Regulatory Risk, Human Resource Risk, Strategic Risk, Pandemic Risk etc.
SECRETARIAL STANDARDS OF ICSI
During the financial year under review, the Compa ny has complied with the applicable provisions of the Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
INDIAN ACCOUNTING STANDARDS
The Company adopted Indian Accounting Standards (Ind AS) from April 1,2017. Accordingly, the financial statements have been prepared in compliance with Ind AS as per the Companies (Indian
Accounting Standards) Rules, 2015 as amended and notified under section 133 of the Act and other relevant provisions of the Act. In the preparation of financial statements, no treatment which is different from that prescribed in an Accounting Standard has been followed.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In accordance with applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to IEPF is provided in the General Shareholders Information section of this Annual Report.
OTHER DISCLOSURES
Few statutory disclosures the Company is required to do are as under:
• The Board of Director of the Company has not proposed any amount for transfer to the reserve for the financial year ended March 31, 2025.
• During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
• The Company has not paid any commission to any of its Directors and hence, provision of disclosure of commission paid to any Director as mentioned in Section 197(14) is not applicable.
• The Managing Director of the Company has not received any remuneration or commission from any of Company's subsidiaries.
• There has been no instance of any revision in the Board's Report or the financial statement under Section 131(1) of the Act.
• During the year under review, there were no complaints/ cases filed/ pending/ disposed-off pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Company has complied with the provisions relating to the constitution of Internal Complaints Committee and other provisions under the said Act.
• The Company has complied with the Maternity Benefit Act, 1961 and all eligible women employees are granted paid maternity leave as per the Act.
• No application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year ended March 31, 2025.
• 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.
• There have been no material changes/ commitments, affecting the financial position of the company which have occurred between end of the financial year of the company to which the financial statements relate and the date of the report. There has been no changes in nature of business of the Company.
• All the recommendations made by the Audit Committee were accepted by the Board of Directors.
• The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors.
• The Dividend Distribution Policy is uploaded on https:// atulauto.co.in/policiescodes/
• 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 - Not Applicable
APPRECIATION
Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.
Your Directors sincerely convey their appreciation to dealers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.
For and on behalf of the Board of Atul Auto Limited
Neeraj J Chandra Mahendra J Patel
Managing Director Whole-time Director & CFO
DIN:00065159 DIN: 00057735
Place: Bhayla (Dist. Ahmedabad)
Date: August 07, 2025
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