18 annual report 2007-08 th · uttarakhand 263153, india g-71/2, midc industrial area, bhosari,...

ASAL

18 Annual Report 2007-08th

Automotive Stampings and Assemblies Limited

1

Gestamp Group is one of the leading suppliers of metalcomponents and structural systems to the automotiveindustry worldwide.

With Gestamp as the Joint Venture Partners in ASAL, theCompany is being benefitted through the contemporarytechnology transfer which would enable the Company to beahead in the acutely competitive business of sheet metalstampings.

ASAL Vision:To be the most preferred source and complete service provider toour customers for sheet metal components, assemblies, modules

and aggregates

ASAL Mission:To provide complete sheet metal solutions to cater to the fast

changing needs of our customers through continually upgradingour capability and technology to reach global benchmarks.

Our Values:

Frugality HarmonyIntegrity Excellence

Agility

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Simplicity Respect

CORPORATE INFORMATION

Board of Directors(as on May 15, 2008)

Chief Executive Officer

Secretary

Statutory Auditors

Bankers

Internal Auditors

Cost Audit (Internal)

Secretarial Auditors

: Nagaraju Srirama

: Shailendra Dindore

: M/s Price WaterhouseChartered Accountants

: HDFC BankState Bank of IndiaBank of IndiaThe Hongkong and Shanghai Banking Corporation Limited

: B. K. Khare & Co.,Chartered Accountants

: Dhananjay V. Joshi & Associates,Cost Accountants

: S. V. Deulkar & Co.,Company Secretaries

ASAL


Eighteenth Annual Report 2007-08

2

D.S. Gupta R.A. Savoor(Chairman)

Francisco JoséRiberas Mera

S. Ramakrishnan Pradeep Mallick Francisco López Peña

R.S. Thakur

3

Works

Bhosari Works

Chakan Works

Halol Works

Pant Nagar Works (Under commissioning):

Registered Office Registrar and Share Transfer Agent

:

:

G-71/2, MIDC Industrial Area, Bhosari,

Pune 411 026,

Maharashtra, India

:

Gat No. 427, Medankarwadi,

Chakan, Taluka Khed, Pune 410 501,

Maharashtra, India

:

Survey No. 173, Village- Khakharia, Taluka Savali,

Near GIDC, Halol 389 350,

Gujarat, India

Plot No.71, Sector 11,

IIE Pant Nagar Industrial Estate, Udham singh Nagar,

Uttarakhand 263153, India

G-71/2, MIDC Industrial Area, Bhosari, Intime Spectrum Registry Limited,

Pune 411 026, 202, 2 Floor Akshay Complex,

Maharashtra, India Near Ganesh Mandir, Off. Dhole Patil Road,

Tel: +91-20-27121500, 27121677, 66314000 Pune 411 001, Maharashtra, India

Fax: +91-20-27123147 Tel: +91-20-26051629, 65203395

e-mail: Fax: +91-20-26053503

website: e-mail:

Website:

nd

[email protected]

www.autostampings.com [email protected]

www.intimespectrum.com

Address for Correspondence

Contents

Financial Highlights ............................................................................................................. 4

Directors’ Report ............................................................................................................... 6

Report on Corporate Governance......................................................................................... 13

Secretarial Audit Report ........................................................................................................ 27

Auditors’ Report .................................................................................................................... 28

Balance Sheet ...................................................................................................................... 32

Profit and Loss Account ........................................................................................................ 33

Cash Flow Statement ........................................................................................................... 34

Schedules forming part of Accounts .................................................................................... 36

Balance Sheet Abstract........................................................................................................ 56

Annual General Meeting on Friday, the 27 day of June 2008 at 2.30 p.m. at

“Nehru Memorial Hall”, Atur Foundation House, 4, Dr. Ambedkar Road, Pune 411 001

th

(Rs. in ‘000)

Particulars 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08

Sales & Other Income 1,481,684 1,804,657 2,505,190 2,786,185 3,247,814

Profit before Interest,

Depreciation, Tax and

Extra-ordinary Income 111,099 191,026 170,229 188,694 198,637

Extra- Ordinary Income 182,620 35,050 - - 101,816

Profit After Tax 121,585 73,208 40,175 46,447 108,305

Share Capital 221,985 221,985 221,985 221,985 191,985

Reserves & Surplus 194,859 215,871 225,672 241,745 318,178

Shareholders’ Funds 416,844 437,856 447,657 463,730 510,163

Loan Funds 262,842 164,871 374,376 365,121 295,547

Total Capital Employed 679,686 602,727 822,033 828,851 805,710

Gross Block 824,612 850,412 996,147 1,033,199 1,237,530

Depreciation 283,590 358,006 448,512 544,489 650,292

Net Block 541,022 492,406 547,635 488,710 587,238

Net Current Assets 84,948 98,976 218,752 238,915 193,025

Preference Dividend - 21,738 14,400 14,400 11,974

Equity Dividend - - 12,238 12,238 15,298

Rate of Dividend - - 12.00% 12.00% 15.00%

No. of Shareholders 1,857 2,651 3,654 2,971 3,111

Earnings Per Share 11.11 5.59 2.33 2.94 9.25

FINANCIAL HIGHLIGHTS

3,024,889

204,973

-

42,960

191,985

327,020

519,005

623,604

1,142,609

1,451,375

758,024

693,351

89,799

10,800

15,298

15.00%

3,408

2.97

ASAL



4

Income and PBIDT

Gross Block

5

Debt/Equity Ratio

Earnings Per Share (EPS)

Shareholders’ Funds

DIRECTORS’ REPORT

1. MANAGEMENT DISCUSSIONANDANALYSIS

2007-08

3,009.87

15.02

204.97

115.35

23.79

-

65.83

31.07

(9.50)

1.30

42.96

72.82

115.78

-

7.50

10.80

15.30

-

4.43

77.75

Dear Members,

1.1 FINANCIALAND OPERATIONAL PERFORMANCE

Financial Year

Appropriations:

Your Directors have pleasure in presenting their Eighteenth Annual Report on the business and operations of theCompany together with theAudited Statement ofAccounts for the year ended 31 March, 2008.

To avoid duplication and overlap between Directors’ Report and a separate Management Discussion andAnalysis, this Report includes the Management Discussion andAnalysis as appropriate.

The summarised financial results of the Company for the period under review are:(Rs. in million)

2006-07

Sales 3,131.85

Other Income excluding Extra – ordinary Income 14.15

Profit before Depreciation, Financial Charges,

Tax and Extra – ordinary Income 198.64

Less: Depreciation 108.18

Financial Charges 23.36

Add : Extra – ordinary Income 101.82

Profit before Tax 168.92

a. Current Tax 61.60

b. Deferred Tax Expense / (Credit) (2.20)

c. Fringe Benefit Tax 1.21

Profit After Tax 108.31

Balance from last year 34.38

Profit available for appropriation 142.69

- Transfer to Capital Redemption Reserve 30.00

- Transfer to General Reserve 8.00

- Proposed Dividend on Preference Shares 10.80

- Proposed Dividend on Equity Shares 15.30

- Pro-rata Dividend on redeemed Preference Shares 1.17

- Tax on Dividend 4.60

Balance Carried Forward 72.82

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Less : Provision for Taxation

ASAL



6

During the year, sales reduced by 4% essentially due to reduction in volumes of the customer

programmes being handled by the Company.

The Profit before Depreciation, Financial Charges, Tax and Extra–ordinary Income increased to

Rs.205 million as against Rs.199 million in the previous year, primarily as a result of reduction in

material cost due to Value Analysis and Value Engineering (VAVE) efforts, tighter control over

material accounting and material lying with job workers. There has been an increase in overheads

as compared to the previous year as a result of business development expenses incurred in order

to secure new business and training expenses incurred for improving employee capabilities.

Depreciation has increased mainly due to the additions to the fixed assets. The financial charges

are in line with the costs incurred in the previous year.

After making a provision of Rs.23 million towards taxation, the Company’s Profit after tax was

Rs.43 million as against Rs. 108 million in 2006-07.

The Extra-ordinary Income in the previous year was on account of gain on prepayment of sales tax

deferral loan under the scheme of Government of Maharashtra. Hence, to that extent the current

financials are not comparable with those of the previous year.

Capitalising on the spiraling demand of domestic auto companies, the Indian automobile

components industry has emerged as one of India’s fastest growing manufacturing sectors and a

globally competitive one.

India has a good network of manufacturers of auto components and spares spread all over the

country. India’s auto component industry now has the capability to manufacture the entire range of

auto-components, such as engine parts, drive, transmission parts, suspension and braking parts,

electrical parts and body & chassis parts.

Steered by India’s sophisticated engineering skills, established production lines, thriving domestic

automobile industry and competitive costs, global auto majors are rapidly ramping up the value of

components they source from India.

The three main factors providing impetus to the auto-component industry are the ever increasing

domestic automobile industry (two-wheelers, commercial vehicles and passenger cars), the

aftermarket sales and servicing industry and the outsourcing of component manufacturing to India

and China by the global titans to cut down on their cost of production.

Reduced excise duty on small cars would propel India as a global manufacturing hub for small cars

and directly enable the auto-component industry to attain volumes.

The challenges before the Industry are - increasing focus on its competitiveness, capturing the

best manufacturing practices and inculcating a prompt delivery culture at the same time.

The Company’s Primary Business Segment is Automobile Component. The Secondary Segment

representing Geographical Segment covers Domestic and Export Sales of the Company. During

the year under review, the Company achieved an export turnover of Rs. 53 million as against

Rs. 56 million in the previous year.

Though relatively small, the Indian automotive component manufacturing industry has a great

potential to emerge as a big player in the near future due to a huge talent pool of skilled automotive

engineers and access to the latest technologies.

India is estimated to have the potential to become one of the top five auto component economies by

2025. The industry has been experiencing a high growth rate of around 20 per cent over the period

2000-05 and growth rate of exports has been around 25 per cent during 2000-05.

1.2 INDUSTRY STRUCTUREAND DEVELOPMENTS

1.3 OPPORTUNITIESAND THREATS

1.4 SEGMENT-WISE PERFORMANCE

1.5 FUTURE OUTLOOK

7

The Indian automobile industry is striding inroads into the rural middle class after its inroads into the

urban markets and rural rich. It is trying to bring in varying products to suit requirements of different

class segments of customers.

However, the short term domestic automotive scenario is not so promising as it was a year back. In

sharp contrast to the previous five years when the industry registered a consistent double-digit

growth, its performance in recent months has been adversely affected because of high interest

rates / taxes, hike in fuel prices, etc.

Lacking the required infrastructure, Indian auto component industry falls way behind the major

global players in terms of production capacities and delivery systems. Due to this fact, it also lags

behind other nations in getting large manufacturing orders.

The continued rise in the cost of steel, the major input has an adverse impact on the profitability of

the Company. There has been increasing demand from the OEMs to effect cost reduction and

improve productivity.

The Company has been using SAP since last three years.All the key transaction data is captured in

SAP. The Company has a system of internal controls in place to ensure that all the transactions are

properly recorded and authorised. The internal control system is supplemented by documented

policies and procedures. The same is further supplemented by a programme of audits by the

InternalAuditors who periodically present their observations to theAudit Committee.

The Company has strength of 625 employees as on 31 March, 2008.

Harmonious industrial relations continued to prevail at all the units of the Company. There has been

no material development in Human Resources during the period covered by thisAnnual Report.

The Board has recommended payment of dividend of Rs. 10.80 million (exclusive of dividend tax) on 12%

Cumulative Redeemable Preference Shares for the year 2007-08 as per the terms of issue.

The Directors are pleased to recommend an equity dividend of 15% (Rs. 1.50 per share) for the year

2007-08. It would lead to an outflow of about Rs. 15.30 million, exclusive of dividend tax.

Gestamp Servicios, S. L. completed the transaction of acquisition of 37.5% stake in the Company on

21 August, 2008. It acquired 1,516 Equity shares from the public shareholders as a response to the Open

Offer and the remaining 38,22,937 Equity shares were acquired from Tata AutoComp Systems Limited.

Gestamp Group is one of the leading suppliers of metal components and structural systems to the

automotive industry worldwide.

The Company is getting benefited from the technical support of Gestamp in the areas of operations and

new projects.

The capacity expansion planned for new Indica program has been partially completed in February, 2008.

As a result, the in-house capacity of Chakan Unit has increased. Some of the expansion activities have

been shifted to Bhosari Unit. The remaining activities of the project are in progress and are expected to be

completed during the first half of the current financial year.

The Pantnagar Plant is expected to be operational in the first quarter of the current financial year due to

late receipt of customer tooling and its try-out at the plant.

1.6 RISKSAND CONCERNS

1.7 INTERNAL CONTROL SYSTEMSAND THEIRADEQUACY

1.8 HUMAN RESOURCES

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2. DIVIDEND

3. ASSOCIATION WITH GESTAMP

4. EXPANSION

ASAL



8

The Company plans to set up a new plant at Chennai primarily to cater to the order of Renault Nissan. The

estimated investment is Rs. 130 million. The plant is expected to be operational in the financial year

2009-10.

To part finance the capital expenditure, a Rights Issue of securities with the issue size not exceeding

Rs. 350 million, is proposed. To enable the Rights Issue, an Ordinary Resolution for increase in the

Authorised Share Capital and consequential amendments to the Memorandum of Association of the

Company was passed by the shareholders through Postal Ballot.

All the plants of the Company are certified under TS 16949. The Bhosari and Chakan units of the Company

have obtained ISO 14001 Certification. The Company has been implementing the Tata Business

Excellence Model to build excellence into its operations.

To enable restructuring of the Board, Mr. Rajiv Dube resigned as Director with effect from

27 February, 2008 and Mr. Satish Pradhan resigned as Director with effect from 20 March, 2008.

Mr. Raman Nanda resigned as Director with effect from 4 April, 2008.

The Board of Directors places on record its appreciation for the valuable services rendered by them

during their tenure of directorship.

Mr. Francisco José Riberas Mera and Mr. Francisco López Peña were appointed as Additional

Directors with effect from 1 October, 2007. Mr. Pradeep Mallick was appointed as an Additional

Director with effect from 28 December, 2007.

Further, the Board of Directors has in its meeting held on 28 April, 2008 appointed Mr. R.S. Thakur

as anAdditional Director with effect from 29 April, 2008.

These Directors hold office up to the date of the ensuing Annual General Meeting of the Company.

Notices have been received from a member of the Company proposing their candidature for the

office of Director. The Directors recommend their appointments.

Mr. R.A. Savoor and Mr. S. Ramakrishnan will retire by rotation at the conclusion of the forthcoming

Annual General Meeting and being eligible, have offered themselves for re-appointment.

The necessary measures are taken to comply with the requirements of the Listing Agreements with the

stock exchanges. The Report on Corporate Governance, along with the Certificate of Compliance from the

Auditors, forms a part of this Report.

Pursuant to Section 217(2AA) of the Companies Act, 1956 and based on the representations received

from the operating management, the Directors confirm that -

1. In the preparation of the Annual Accounts for the year 2007-08, the applicable Accounting

Standards have been followed and that there are no material departures;

2. They have in the selection of the accounting policies, consulted the Statutory Auditors and have

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 at the end of the financial year

viz. 31 March, 2008 and of the profit of the Company for the year ended on that date;

6.1 Resignations

6.2 Appointments

6.3 Retirement by Rotation

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5. QUALITY INITIATIVES

6. DIRECTORS

7. CORPORATE GOVERNANCE

8. THE DIRECTORS’RESPONSIBILITY STATEMENT

9

3. 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 the Companies

Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and

other irregularities;

4. They have prepared the annual accounts on a going concern basis.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo

required in terms of Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of

Particulars in the Report of Board of Directors) Rules, 1988 is set out in to this Report.

The details of employees of the Company who received remuneration in excess of the limits prescribed

under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees)

Rules, 1975 are given in to this Report .

M/s. Price Waterhouse, Chartered Accountants, who retire at the conclusion of the forthcoming Annual

General Meeting and being eligible, offer themselves for re-appointment.

The Company has voluntarily appointed a Practicing Company Secretary for conducting Secretarial Audit

of the Company for the financial year ended 31 March, 2008. The Secretarial Audit Report is attached to

this annual report. The Report confirms compliance by the Company with provisions of the Companies

Act, 1956, Listing Agreement with the Stock Exchanges and the applicable Regulations under Securities

and Exchange Board of IndiaAct, 1992.

Certain Statements describing the Future Outlook, Industry Structure and Developments may be “forward

looking statements” within the meaning of applicable securities laws and regulations. Actual results could

differ materially from those expressed or implied. Important factors that could make a difference to the

Company’s operations include economic conditions affecting demand / supply, price conditions in

domestic and overseas market in which the Company operates, changes in Government regulations, tax

laws and other statutes.

The Directors wish to place on record their sincere thanks and appreciation for the guidance, support,

continued co-operation extended by Bankers, Central and State Governments, Customers, Suppliers and

Shareholders.

The Directors also take this opportunity to acknowledge the dedicated efforts of the employees.

Mumbai,April 28, 2008

Annexure I

Annexure II

For and on behalf of the

Board of Directors

D.S. Gupta

Chairman

st

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO

10. PARTICULARS OF EMPLOYEES

11. AUDITORS

12. SECRETARIAL AUDIT REPORT

13. FORWARD LOOKING STATEMENTS

14. ACKNOWLEDGEMENTS

ASAL



10

ANNEXURE I

A. CONSERVATION OF ENERGY

B. RESEARCH AND DEVELOPMENT & TECHNOLOGY ABSORPTION

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors)

Rules, 1988:

The Company has always been giving due consideration for the conservation of energy.

During the year under review:

1. Real Time Power Factor Correction (RTPFC) system has been installed to reduce power wastage by

improving Power Factor to Unity & reducing harmonics level and enhancing the life of electronic

drives. This has helped in reducing maximum demand of power and improving power supply voltage

quality.

2. Solar water heating systems have been installed to improve die washing process.

3. Motor intelligent & control system (Power Boss) have been installed for Presses to reduce kick load

and reduce energy consumption of electrical motor.

4. Light Load energy saver has been installed to reduce electricity load.

5. Compressed Air Line layout has been re-routed to optimize the compressed air consumption to save

energy.

6. Air compressors have been decentralized and installed at the point of use to reduce air losses and

energy.

7. 33 KVA Express Feeder Line has been installed at Chakan to counter frequent Power interruptions

and effect savings in operating cost of D.G. set.

These measures are aimed at effective management and utilization of energy resources and resultant cost

saving for the Company.

During the year, the Company has adopted oil filtration and trap moisture separation technology to

enhance the life & quality of lubrication and hydraulic oils which are used for health improvement of

both mechanical and hydraulic presses.

Rear Twist Beam has been developed for New Indica with the help of Gestamp by using hydro

forming technology.

As there is no separate R & D Department, the amount incurred on R & D is difficult to estimate.

Earnings in foreign exchange 27.73

Expenditure in foreign currency 329.23

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Rs. in million

11

ANNEXURE II

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of

Employees) Rules, 1975 and forming part of Directors’Report for the year ended March 31, 2008.

Name Age Designation/Date of Remuneration Qualification Last

(Yrs.) Commencement of / (Rs. in lacs) Employment

Employment held

(Experience in years)

Mr. Nagaraju Srirama 48 Chief Executive Officer 32.29 B. E. (Mech.) , Grindwell

4-Sep-2006 M. Tech., Norton Limited

(23) Post Graduate (Business

Diploma in Head)

Statistical Quality

Control, Dip. in

Fin. Mgt. and

Dip. in

Busi. Mgt.

Mr. P. G. Date 52 Chief Financial Officer 26.68 B.Com (Hons), Alfa Laval

4-Apr-2000 FCA, Limited

(27) Dip. in (Sr. Manager -

System Analysis Accounts,

Taxation and

MIS)

Notes :

1. The remuneration includes salary, allowances, medical benefits, leave travel assistance, Company’s

contribution to Provident and Superannuation Fund and the monetary value of the perquisites.

2. The above employees are not related to any of the Directors.

ASAL



12

REPORT ON CORPORATE GOVERNANCE(Pursuant to Clause 49 of the Listing Agreement)

1. Company’s Philosophy on Code of Governance

The Company’s philosophy of Corporate Governance is founded upon the adoption of the TataBusiness Excellence Model, the Tata Code of Conduct and the requirements of CorporateGovernance under Clause 49 of the Listing Agreement with the Stock Exchanges. The governanceof the Company is guided by a strong emphasis on transparency, accountability and integrity.

The Company’s business objective is to manufacture its products in such a way as to create valuethat can be sustained over the long term for its customers, shareholders and employees. TheCompany is conscious of the fact that its success is a reflection of the professionalism, conductand ethical values of its management and its employees.

2. Board of Directors

Composition of the Board:

The strength of Directors on the Board as on March 31, 2008 is seven. It comprises the Chairman,who is a Non-Executive Director and six other Non-Executive Directors, of whom three areindependent.

None of the Directors on the Board is a member of more than 10 Committees or Chairman of morethan 5 Committees across all companies in which he is a Director. The necessary disclosuresregarding Committee positions have been made by all the Directors. None of the directors are

related to each other in any manner.

Code of Conduct for Directors and Senior Management:

The Board of Directors has adopted the “The Tata Code of Conduct” for the Senior Management ofthe Company and a “Code of Conduct for Non-Executive Directors”. Both these Codes of Conductare available on the website of the Company: www.autostampings.com.

All the Board Members and the Senior Management Personnel have affirmed compliance with therespective Code of Conduct for the year 2007-08. A declaration to this effect signed by the ChiefExecutive Officer of the Company forms part of this report.

Number of Board Meetings:

During the year 2007-08, five Board Meetings were held and the gap between two meetings did notexceed four months. The dates on which the meetings were held are as follows: 22nd May, 2007,21st July, 2007, 18th October, 2007, 17th January, 2008, and 20th March, 2008.

Information placed before the Board:

Agenda papers along with detailed notes are being circulated in advance of each meeting of theBoard. Information pursuant to Corporate Governance practices, as required under Annexure I toClause 49 have been made available to the Board from time to time.

The Company periodically places Compliance Reports with respect to all applicable laws beforethe Board of Directors for its review.

Directors with material pecuniary or business relationship with the Company:

The Company did not have any pecuniary relationship or transactions with its Non-Executive and/or Independent Directors during the year 2007-08.

13

Attendance at the Board Meetings & the last Annual General Meeting (AGM), Directorship inother Companies and other Board Committee Memberships:

Above information as on 31st March, 2008 or for the year 2007-08, as applicable, is tabulated hereunder:

Name of Director Category of No. of Attendance Directorship No. of otherDirectorship Board Meetings at the last in other Committee

Attended* AGM held on Companies** Memberships@

28-08-2007

Chairman Member

Mr. D.S. Gupta Chairman, 5 Not Present 15 - -Non-Executive,Non-Independent

Mr. Francisco José Non-Executive, 2 Not Applicable - - -Riberas Mera Non-Independent(w.e.f. 01.10.07)

Mr. R.A Savoor Non-Executive, 5 Present 4 1 2Independent

Mr. Pradeep Mallick Non-Executive, 1 Not Applicable 12 3 6(w.e.f. 28.12.07) Independent

Mr. S. Ramakrishnan Non-Executive, 5 Not Present 14 2 5Independent

Mr. Francisco Non-Executive, 2 Not Applicable - - -López Peña Non-Independent(w.e.f. 01.10.07)

Mr. Raman Nanda Non-Executive, 5 Present 5 - 4Non- Independent

Mr. Satish Pradhan Non-Executive, 1 Not Present - - -(Upto 20.03.08) Non- Independent

Mr. Rajiv Dube Non-Executive, 4 Not Present - - -(Upto 27.02.08) Non- Independent

Mr.Atul Bansal Non-Executive, - Not Present - - -(Upto 28.08.07) Independent

Mr. Rajiv Bakshi Non-Executive, 1 Not Present - - -(Upto 28.08.07) Non- Independent

* No. of Board Meetings held during 2007-08: Five** This includes Directorships held in private limited companies and excludes Directorships in foreign

companies.@ This covers Membership / Chairmanship of Audit Committee and Shareholder / Investor Grievance

Committee.

3. Audit Committee

The Company has an Audit Committee comprising three members, all of them including the Chairmanare Independent Directors. All the members have relevant finance and audit exposure. The Chairmanof the Committee is Mr. R.A. Savoor. Mr. S. Ramakrishnan and Mr. Pradeep Mallick, are the othermembers of the Committee.

The Audit Committee meetings are attended by the Chief Executive Officer and the Chief FinancialOfficer. The representatives of Statutory Auditors and Internal Auditors are the permanent invitees tothe Audit Committee meetings.

The Secretary of the Company acts as the Secretary of the Audit Committee.

The Chairman of the Audit Committee was present at the Annual General Meeting held on28th August, 2007.

ASAL


14


� Terms of Reference:

The Company has framed an Audit Committee Charter which covers all the Audit Committee relatedrequirements of the Revised Corporate Governance Code as well as the requirements of Section 292Aof the Companies Act, 1956. The role of the Committee includes:

� overseeing the Company’s financial reporting process and disclosure of financial information toensure that the financial statement is correct, sufficient and credible;

� reviewing annual and quarterly financial statements with management before submission to theBoard;

� reviewing the adequacy of internal control systems with management, external and internalauditors; and

� reviewing the significant related party transactions and reviewing the Company’s financial riskand management policies.

� Meetings and the attendance during the year:

Five Audit Committee Meetings were held during 2007-08. The dates on which the meetings were heldare as follows: 16th April, 2007, 19th July, 2007, 18th October, 2007, 17th January, 2008 and20th March, 2008.

The attendance of each member of the Audit Committee is given below:

Name of Director Designation Category No. of meetingsattended*

Mr. R.A. Savoor Chairman Non-Executive, 5Independent

Mr. S. Ramakrishnan Member Non-Executive, 3Independent

Mr. Atul Bansal Member Non-Executive, 1(Upto 28.08.07) Independent

Mr. Satish Pradhan Member Non-Executive, 2(Upto 20.03.08) Non- Independent

Mr. Rajiv Dube Member Non-Executive, 4(Upto 27.02.08) Non- Independent

Mr. Pradeep Mallick Member Non-Executive, 1

(w.e.f. 28.12.07) Independent

* Number of meetings held during 2007-08: Five

4. Remuneration Policy and Remuneration Committee

� Sitting Fees to Directors:The Company pays Sitting Fees @ Rs. 10,000/- per meeting of the Board attended by a Directorand @ Rs. 5,000/- per meeting of Committee of Board of Directors attended by the member-Director.

15

The details of Sitting Fees to Non-Executive Directors for the year 2007-08 are as under:-

Sl.No. Name of the Director Sitting Fees (Rs.)

1. Mr. D. S. Gupta 50,0002. Mr. Francisco José Riberas Mera 20,0003. Mr. R.A. Savoor 85,0004. Mr. Pradeep Mallick 20,0005. Mr. S. Ramakrishnan 65,0006. Mr. Francisco López Peña 20,0007. Mr. Raman Nanda 55,0008. Mr. Satish Pradhan 20,0009. Mr. Rajiv Dube 65,00010. Mr. Rajiv Bakshi 10,00011. Mr. Atul Bansal 5,000

Total: 4,15,000

None of the Directors of the Company is in receipt of any kind of remuneration other than theSitting Fees. None of the Directors holds any equity shares or convertible instruments of theCompany.

� Managerial Remuneration:

The Company has constituted a Remuneration Committee in order to comply with the amendedprovisions of Schedule XIII to the Companies Act, 1956. The remuneration of the Chief ExecutiveOfficer, designated as ‘Manager’ under Section 269 of the Companies Act, 1956 is approved bythe Remuneration Committee.

The Remuneration Committee comprises of five members, of whom three are independent.Mr. R.A. Savoor, Mr. Pradeep Mallick and Mr. S. Ramakrishnan are independent Directors onthe Committee. Mr. Francisco López Peña and Mr. Raman Nanda are other members of theCommittee. The Committee was reconstituted on January 17, 2008 to include Mr. Pradeep Mallick,Mr. Francisco López Peña and Mr. Raman Nanda as members of the Committee in place ofMr. Satish Pradhan and Mr. Rajiv Dube. Mr. Atul Bansal and Mr. Rajiv Bakshi ceased to beMembers of the Committee on their vacating office of Directors.

The Terms of Reference of this Committee include determination of compensation payable tothe Managerial Person including revision thereof, appraisal of his performance and thedetermination of his incentive remuneration.

One meeting of the Remuneration Committee was held during the year on 11th February, 2008which was attended by Mr. R.A. Savoor, Mr. Pradeep Mallick and Mr. Raman Nanda.

Details of managerial remuneration for the year 2007-08 are given below:

(Rs. in '000)

Name Salary Payment of / Perquisites ContributionsProvision and to Fundsfor Incentive AllowancesRemuneration

Mr. Nagaraju Srirama 986 1725 1251 266

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5. Shareholders Grievance and Compliance Committee:

On 21st July, 2007, the erstwhile Shareholders / Investors Grievance Committee of the Board wasrestructured and its role was enhanced to include within its scope the terms of reference of the erstwhileEthics and Compliance Committee. The erstwhile Ethics and Compliance Committee was mainlyresponsible for review of implementation of the Tata Code of Conduct for Prevention of Insider Tradingand Code of Corporate Disclosure Practices. With the merger of the two Committees, the new Committeehas been named ‘Shareholders Grievance and Compliance Committee’.

The Shareholders Grievance and Compliance Committee comprises of two Non-Executive Directors.Mr. R.A. Savoor is the Chairman of the Committee and Mr. S. Ramakrishnan is the other member of theCommittee. Mr. Rajiv Dube was also a Member of the Committee. Mr. Dube ceased to be a Member ofthe Committee on his vacation of office of Director on 27th February, 2008.

� Brief Terms of Reference

The functioning and terms of reference of the Committee are as prescribed and in due compliancewith the Listing Agreement with the Stock Exchanges and include:

� To look into redressing of shareholder complaints like delay in Transfer of shares, non-receipt of balance sheet, non-receipt of declared dividend; etc.

� To review the existing “Investor Redressal Systems” and suggest measures forimprovement.

� To suggest improvements in investor relations.

� To set forth the policies relating to and overseeing the implementation of the “Tata Codeof Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices”.

� Meetings and the attendance during the year

One meeting of the Shareholders Grievance and Compliance Committee was held during theyear on 11th February, 2008 and was attended by Mr. R.A. Savoor and Mr. Rajiv Dube.

Mr. Shailendra Dindore, Company Secretary is the Compliance Officer with respect to shareholders /investors related matters. The Company has not received any complaint from the shareholders duringthe year.

The Company’s shares are compulsorily traded in dematerialised form. To expedite transfers in physicalform, a Committee of Executives of the Company has been authorised to look into various matters likeapproving share transfers/transmissions, issue of new certificates in split/consolidation, etc. TheCommittee comprises of the following executives:

Chief Executive Officer;Chief Financial Officer; andSecretary

Share transfers approved by the Committee are placed at the Board meeting from time to time. TheCompany attends to investor correspondence promptly. There are no pending share transfers as on31st March 2008.

17

6. General Body Meetings

Venue of the last three Annual General Meetings (AGM) and the details of the resolutions passedor to be passed by Postal Ballot are as under:-

AGM for the Date & Time Venue No. offinancial of AGM Specialyear Resolutions

2006-07 28th August, 2007 “Nehru Memorial Hall”, 2At 2.30 p.m. Atur Foundation House,

4, Dr. Ambedkar Road,Pune 411 001.

2005-06 30th May, 2006 “Nehru Memorial Hall”, ——At 2.30 p.m. Atur Foundation House,


2004-05 6th June, 2005 “Nehru Memorial Hall”, 1At 2.30 p.m. Atur Foundation House,


The Shareholders passed all the resolutions set out in the respective Notices. No Postal ballots wereused for voting at these meetings. At the forthcoming AGM, there is no item on the agenda that needsapproval by postal ballot.

During the year, an Ordinary Resolution for increase in the Authorised Share Capital and consequentialamendments to the Memorandum of Association of the Company, contained in the Postal Ballot Noticedated 17th January, 2008 was passed by the shareholders through Postal Ballot. The Results of thepostal ballot were declared on 5th March, 2008.

The Board had appointed Mr. S.V. Deulkar, Practising Company Secretary, as scrutinizer to conduct thePostal Ballot process. Details of the voting pattern were as under:

Description No. of Valid Votes cast for Votes cast againstPostal BallotForms Number Percentage Number Percentagereceived

Resolution under Section16 and 94 of the 160 84,06,821 99.99% 440 0.01%Companies Act, 1956 forincrease in the AuthorisedShare capital of theCompany

7. Disclosures

� Risk Management Framework

The Risk Assessment Procedure adopted by the Board of Directors provides an approach to thetop Management to identify potential events that may affect the Company adversely, to managethe risk within its risk appetite and to provide reasonable assurance regarding the achievementof objectives of the Company. The Senior Management prioritises the risks and finalises theaction plan for mitigation of the key risks. The action plan is presented to the Board of Directorsperiodically.

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� Related Party Transactions

During the year 2007 – 08, the Company had transactions with related parties as is envisagedunder the Corporate Governance Code which have been mentioned in Note 6 under Schedule16 of the Accounts. The basis of related party transactions is placed before the Audit Committee.

� Management Disclosures

Based on the disclosures received from the Senior Management Personnel; none of the SeniorManagement Personnel has entered into any transactions during the year in which he has materialfinancial and commercial interests or in which he may have potential conflict of interests with theinterest of the Company at large.

� Statutory Compliance, Penalties and Strictures

There has not been any non compliance, penalties or strictures imposed on the Company by theStock Exchanges, SEBI or any other statutory authority, on any matter related to capital markets,during the year.

8. Means of Communication

Quarterly & Half yearly Results, Newspaper in which published, Website, etc.

� The Quarterly, Half-Yearly and Annual Results are published in Financial Express and Loksattaas required, under the Listing Agreement with the Stock Exchanges.

� The financial results are also put on the Company’s website: www.autostampings.com andNational Informatics Centre’s (NIC) website: www.sebiedifar.nic.in.

� Management Discussion and Analysis has been covered in the Directors’ Report.

9. General Shareholder Information

� AGM : Date, Time and Venue : 27th June, 2008 at 2.30 p.m. at “Nehru Memorial Hall”,Atur Foundation House, 4, Dr. Ambedkar Road,Pune 411 001.

19

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Particulars

Date of Birth and Age

Date of Appointment

Qualifications

Expertise in specificfunctional areas

Chairman / Director ofother Indian Companiesas on March 31, 2008

Chairman / Member ofCommittees of the Boardsof Indian companies ofwhich he is a Director ason March 31, 2008

Mr. R. A. Savoor

24th April, 1944 – 64 years

30th May, 2006

B.Sc. (Chemistry), B.Sc. (Tech.)

Mr. Savoor is the formerManaging Director of CastrolIndia Limited. He has over 34years of rich experience in thefield of Sales, Marking, R & D,Production, Projects, SupplyChain & Human Resource.

Foseco India Limited,E.I.D. Parry Limited,Divgi Warner Private Limited,Fidelity Fund ManagementPrivate Limited

Audit Committee:Foseco India Limited (Member),E.I.D. Parry Limited (Chairman)Shareholders’ GrievanceCommittee:Foseco India Limited (Member)

Mr. S. Ramakrishnan

19th February, 1949 - 59 years

30th May, 2006

B.Tech. (Mechanical),P.G.D.M. (IIM – Ahmedabad).

Mr. Ramakrishnan is the ExecutiveDirector – Finance of The TataPower Company Limited. He wasthe Managing Director of TataTeleservices Limited. He was alsothe Deputy Managing Director ofIndian Hotels Company Limited. Hehas over 32 years of richexperience in the field ofmanagement and operations.

THDC Limited,Tata Projects Limited,Avaya GlobalConnect Limited,The Tata Power Company Limited,Tata Power Trading CompanyLimited,Powerlinks Transmission Limited,Af-Taab Investment CompanyLimited,Maithon Power Limited,NELCO Limited,North Delhi Power Limited,Industrial Energy Limited, IndustrialPower Infrastructure Limited,Industrial Power Utility Limited,Coastal Gujarat Power Limited

Audit Committee-THDC Limited. (Member),Tata Projects Limited (Member),Avaya GlobalConnect Limited(Member),North Delhi Power Limited(Member),Powerlinks Transmission Limited(Chairman),Tata Power Trading CompanyLimited (Chairman)Shareholders’ / Investors’Grievance Committee:The Tata Power Company Limited(Member)

� Profile of Directors being appointed and re-appointed:

The additional information required under Clause 49 of the listing agreement in respect of Directorseligible for re-appointment is as under:

As required under Clause 49 of the listing agreement, the particulars of Additional Directors seekingappointment are given in the Explanatory Statement to the Notice of the Annual General Meeting to beheld on 27th June, 2008.

� Financial Calendar For the financial year 2008-09:(i) First Quarter Results – Fourth week of July, 2008(ii) Half yearly Results – Fourth week of October, 2008(iii) Third Quarter Results – Fourth week of January, 2009(iv) Results for the year ending 31st March, 2009 – Fourth

week of April, 2009

� Date of Book Closure 21st June, 2008 to 27th June, 2008 (Both days inclusive)

� Dividend payment date On or after 27th June, 2008

� Listing on Stock Exchanges Bombay Stock Exchange LimitedNational Stock Exchange of India LimitedThe Company has paid listing fees for the period1st April 2008 to 31st March, 2009.

� Stock Code “520119” on The Bombay Stock Exchange Limited“ASAL” on The National Stock Exchange of India Limited

� Demat ISIN Number forNSDL & CDSL- INE900C01027

� High/Low of market price of the Company’s shares traded on The Bombay Stock ExchangeLimited during the year 2007 – 08 is furnished below:

Period ASAL share prices on BSE BSE Sensex

High Low High Low

(Rupees) (Rupees)

April, 2007 92.80 87.10 14,383.72 12,425.52

May, 2007 123.20 87.10 14,576.37 13,554.34

June, 2007 114.00 94.10 14,683.36 13,946.99

July, 2007 106.00 86.40 15,868.85 14,638.88

August, 2007 90.50 78.60 15,542.40 13,779.88

September, 2007 90.00 80.65 17,361.47 15,323.05

October, 2007 93.75 78.00 20,238.16 17,144.58

November, 2007 94.00 76.50 20,204.21 18,182.83

December, 2007 100.00 80.00 20,498.11 18,886.40

January, 2008 120.00 73.00 21,206.77 15,332.42

February, 2008 94.90 72.55 18,895.34 16,457.74

March, 2008 79.15 46.10 17,227.56 14,677.24

21

� Registrar and Transfer Agents: The Company has appointed:M/s. Intime Spectrum Registry Ltd as Registrar andTransfer Agents having their office at: 202, 2nd Floor,Akshay Complex, Off Dhole Patil Road, NearGanesh Mandir, Pune 411 001Tel.No. (020) 26051629Fax No. (020) 26053503Email ID: [email protected]@intimespectrum.com

� Share Transfer System: All the transfers received are processed by theRegistrar and Transfer Agent and are approved bythe Committee of Executives of the Companyconstituted in this behalf. The Committee attendsto share transfer formalities once in a fortnight.Share transfers are registered and returned withinmaximum of 25 – 30 days from the date oflodgement, if documents are complete in allrespects.

� Stock Performance of the Company in comparison to BSE Sensex

Share Price movement

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AS

AL

Sh

are

pri

ce

20000

18000

16000

14000

12000

10000

8000

6000

4000

2000

0

120

100

80

60

40

20

0

Aprl-0

7

May-0

7

Jun-0

7

Jul-07

Aug-0

7

Sep-0

7

Oct-

07

Nov-0

7

Dec-0

7

Jan-0

8

Feb-0

8

Mar-

08

BS

ES

en

sex

BSE SENSEX ASAL Share Price Rs.

� Distribution of Shareholding and Shareholding pattern as on 31.03.2008:

The distribution of Shareholding as on 31.03.2008 is as follows:

Number of % to Share Holding of No. of Amount In % toShareholders Total Nominal Value of Rs. Shares Rs. Total

3,000 88.03 Upto 5,000 4,11,975 41,19,750 4.04

224 6.57 5,001 to 10,000 1,79,502 17,95,020 1.76

77 2.26 10,001 to 20,000 1,12,802 11,28,020 1.11

34 1.00 20,001 to 30,000 87,408 8,74,080 0.86

20 0.59 30,001 to 40,000 71,770 7,17,700 0.70

11 0.32 40,001 to 50,000 51,107 5,11,070 0.50

16 0.47 50,001 to 1,00,000 1,13,522 11,35,220 1.11

26 0.76 1,00,001 & above 91,70,455 9,17,04,550 89.92

3,408 100.00 Total 1,01,98,541 10,19,85,410 100.00

� Shareholding pattern as on 31.03.2008:

Category No. of Shares Percentage ofshareholding

Promoters 82,97,796 81.36

Mutual Funds 300 0.003

Banks, Financial Institutions,Insurance Companies,Central/State Govt. Institutions, etc. 300 0.003

Foreign Institutional Investors /Foreign Mutual Funds 5,10,920 5.01

Private Corporate Bodies 3,54,300 3.47

Non Resident Indians 22,390 0.22

Indian Public 10,12,535 9.94

GRAND TOTAL 1,01,98,541 100.00

� Dematerialisation of shares 99.16% equity shares of the Company were held inand liquidity: dematerialised form as on 31st March, 2008.

� Plant Locations: (a) Bhosari Works: G-71/2, MIDC,Bhosari, Pune- 411026, Maharashtra.

(b) Chakan Works: Gat No. 427, Medankarwadi,Chakan, Taluka Khed, District Pune- 410501,Maharashtra.

(c) Halol Works: Survey No. 173, Village-Khakharia, Taluka Savali, District Vadodara,Halol- 389350, Gujarat.

(d) Pantnagar Works: Plot No. 71, Sector 11, IIEPant Nagar Industrial Estate, Udham SinghNagar, Uttarakhand 263153.

23

� Address for correspondence: Shareholders correspondence should be addressedto our Registrars and Share Transfer Agents at theaddress mentioned above.

Shareholders may also contact the Secretary of theCompany at the Registered Office of the Companyfor any assistance.

Tel. - (020) 27121677 / 27110870 / 27121500 /66314300

Fax – (020) 27123147

The Secretary has designated following Email ID forinvestors’ correspondence and redressal of theirgrievances and complaints.Email ID: [email protected]

Shareholders holding shares in electronic modeshould address all their correspondence relating tochange of address, change in bank mandate for ECSetc. to their respective Depository Participant.

10. CEO / CFO Certification:

A Certificate by Mr. Nagaraju Srirama, the Chief Executive Officer and Mr. P. G. Date, the Chief FinancialOfficer, in terms of Clause 49 (V) of the Listing Agreement with the Stock Exchanges was placed beforethe Board at its meeting held on 28th April, 2008.

11. Non-mandatory Requirements

� Half-yearly results for the half-year ended 30th September, 2007 were mailed to the shareholdersin October, 2007.

� The Company has put in place a Whistle Blower Policy as adopted by the Board of Directors.The Policy encourages whistle blowing against unethical or improper activity by providing earlyand confidential access with further protection and without risk of reprisal. The Audit Committeeperiodically reviews the functioning of the Policy.

12. Auditors’ Certificate on Corporate Governance

As required under Clause 49 of the Listing Agreement, the Auditors’ Certificate on compliance of theCorporate Governance norms is attached.

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13. Insider Trading Regulations

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, the Company has adopted theTata Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices forits Directors, Officers and Specified Employees.

Mr. P.G. Date, the Chief Financial Officer is the Compliance Officer under the said Code. The Shareholders’Grievance and Compliance Committee is responsible to set forth the policies relating to and overseeingthe implementation of the Code. The terms of reference, constitution, meetings and attendance of thisCommittee have been mentioned in point number 5.

DECLARATION

I hereby declare that all the Board Members and Senior Management Personnel have affirmedcompliance with the respective Code of Conduct, for the year ended March 31, 2008.

(Nagaraju Srirama)Mumbai: 28th April, 2008 Chief Executive Officer

25

AUDITORS’ CERTIFICATE REGARDING COMPLIANCE OFCONDITIONS OF CORPORATE GOVERNANCE

To the Members of Automotive Stampings and Assemblies Limited

We have examined the compliance of conditions of Corporate Governance by Automotive Stampings andAssemblies Limited, for the year ended March 31, 2008, as stipulated in Clause 49 of the Listing Agreementsof the said Company with stock exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s Management.Our examination was carried out in accordance with the Guidance Note on Certificate of Corporate Governance(as stipulated in Clause 49 of the Listing Agreement), issued by the Institute of Chartered Accountants of Indiaand was limited to procedures and implementation thereof, adopted by the Company for ensuring the complianceof the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify thatthe Company has complied with the conditions of Corporate Governance as stipulated in the above mentionedListing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the Management has conducted the affairs of the Company.

Jeetendra MirchandaniPartner

Membership No: F 48125For and on behalf of

Place: Pune Price WaterhouseDate: April 28, 2008 Chartered Accountants

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SECRETARIAL AUDIT REPORT

To,The Board of Directors,Automotive Stampings and Assemblies Limited,Pune

1. We have carried out the Secretarial Audit for the period from 1st April, 2007 to 31st March, 2008.

2. We report that:-

i) We have obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit.

ii) In our opinion, the Company has maintained all the statutory books required to be maintainedunder the Companies Act, 1956.

iii) The Company has complied with the provisions of the Companies Act, 1956 and the Rules andRegulations thereunder.

iv) The Company has complied with the Regulations under the Securities and Exchange Board ofIndia Act, 1992.

v) The Company has complied with the provisions of the Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeover) Regulations 1997.

vi) The Company has complied with the provisions of the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations, 1992.

vii) The Company has complied with the provisions under the Listing Agreement of the BombayStock Exchange Limited and the National Stock Exchange of India Limited

For S.V.Deulkar & Co.Company Secretaries

S.V.DeulkarProprietorF.C.S. 1321 C.P.No. 965

Date: 24th April, 2008

27

AUDITORS’ REPORT

To the Members of Automotive Stamping and Assemblies Limited

1. We have audited the attached Balance Sheet of Automotive Stampings and Assemblies Limited, as atMarch 31, 2008, and the related Profit and Loss Account and Cash Flow Statement for the year endedon that date annexed thereto, which we have signed under reference to this report. These financialstatements are the responsibility of the Company’s Management. Our responsibility is to express anopinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. ThoseStandards require that we plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free of material misstatement. An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by Management, as well asevaluating the overall financial statement presentation. We believe that our audit provides a reasonablebasis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’sReport) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section(4A) of Section 227 of ‘The Companies Act, 1956’ of India (the ‘Act’) and on the basis of such checks ofthe books and records of the Company as we considered appropriate and according to the informationand explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge andbelief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company sofar as appears from our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this reportare in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt withby this report comply with the accounting standards referred to in sub-section (3C) of Section 211of the Act;

(e) On the basis of written representations received from the directors, as on March 31, 2008 andtaken on record by the Board of Directors, none of the directors is disqualified as onMarch 31, 2008 from being appointed as a director in terms of clause (g) of sub-section (1) ofSection 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us,the said financial statements together with the notes thereon and attached thereto give in theprescribed manner the information required by the Act and give a true and fair view in conformitywith the accounting principles generally accepted in India:(i) in the case of the Balance Sheet, of the state of affairs of the Company as at

March 31, 2008;

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.


Membership No. F 48125For and on behalf of


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ANNEXURE TO AUDITORS’ REPORT[Referred to in paragraph 3 of the Auditors’ Report of even date to the members of Automotive Stampings

and Assemblies Limited on the financial statements for the year ended March 31, 2008]

(i) (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of three years, which inour opinion, is reasonable having regard to the size of the Company and the natureof its assets. Pursuant to the programme, a portion of the fixed assets has beenphysically verified by the Management during the year and no materialdiscrepancies between the book records and the physical inventory have beennoticed.

(c) In our opinion, and according to the information and explanations given to us, asubstantial part of fixed assets has not been disposed of by the Company duringthe year.

(ii) (a) The inventory has been physically verified by the Management during the year. Inour opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by theManagement are reasonable and adequate in relation to the size of the Companyand the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, theCompany is maintaining proper records of inventory. The discrepancies noticedon physical verification of inventory as compared to book records were not material.

(iii) (a) The Company has not granted any loans, secured or unsecured, to companies,firms or other parties covered in the register maintained under Section 301 of theAct.

(b) The Company has not taken any loans, secured or unsecured, from companies,firms or other parties covered in the register maintained under Section 301 of theAct.

(iv) In our opinion and according to the information and explanations given to us, havingregard to the explanation that certain items purchased are of special nature for whichsuitable alternative sources do not exist for obtaining comparative quotations, there is anadequate internal control system commensurate with the size of the Company and thenature of its business for the purchase of inventory, fixed assets and for the sale of goodsand services. Further, on the basis of our examination of the books and records of theCompany and according to the information and explanations given to us, we have neithercome across nor have been informed of any continuing failure to correct major weaknessesin the aforesaid internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, theparticulars of contracts or arrangements referred to in Section 301 of the Act havebeen entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, thetransactions made in pursuance of such contracts or arrangements and exceedingthe value of Rupees Five Lakhs in respect of any party during the year are ofspecial nature for which comparative market prices are not available.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections58A and 58AA of the Act and the rules framed thereunder.

29

(vii) In our opinion, the Company has an internal audit system commensurate with its size andnature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company in respectof products where, pursuant to the Rules made by the Central Government of India, themaintenance of cost records has been prescribed under clause (d) of sub-section (1) ofSection 209 of the Act and are of the opinion that prima facie, the prescribed accountsand records have been made and maintained. We have not, however, made a detailedexamination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and the records of theCompany examined by us, in our opinion, the Company is generally regular indepositing the undisputed statutory dues including provident fund, investoreducation and protection fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other materialstatutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of theCompany examined by us, the particulars of dues of excise duty (penalty) as atMarch 31, 2008, which have not been deposited on account of a dispute, are asfollows:-

Name of the Nature of Amount Period to Forum wherestatute the dues (Rs.) which the the dispute

amount is pending relates

Central Excise Penalty 15,000* 1998 to 2001 Customs, ExciseAct, 1944 and Service Tax

Appellate Tribunal

*Stay Application for dispensing with pre-deposition of penalty has been grantedby the Appellate Authorities.

(x) The Company has no accumulated losses as at March 31, 2008 and it has not incurredany cash losses in the financial year ended on that date or in the immediately precedingfinancial year.

(xi) According to the records of the Company examined by us and the information andexplanations given to us, the Company has not defaulted in repayment of dues to anyfinancial institution or bank or debenture holders as at the balance sheet date.

(xii) The Company has not granted any loans and advances on the basis of security by way ofpledge of shares, debentures and other securities.

(xiii) The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund /societies are not applicable to the Company.

(xiv) In our opinion, the Company is not a dealer or trader in shares, securities, debenturesand other investments.

(xv) In our opinion, and according to the information and explanations given to us, the Companyhas not given any guarantee for loans taken by others from banks or financial institutionsduring the year.

(xvi) In our opinion, and according to the information and explanations given to us, on anoverall basis, the term loans have been applied for the purposes for which they wereobtained.

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30


(xvii) On the basis of an overall examination of the balance sheet of the Company, in ouropinion and according to the information and explanations given to us, there are no fundsraised on a short-term basis which have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companiescovered in the register maintained under Section 301 of the Act during the year.

(xix) During the course of our examination of the books and records of the Company, carriedout in accordance with the generally accepted auditing practices in India and accordingto the information and explanations given to us, we have neither come across any instanceof fraud on or by the Company, noticed or reported during the year, nor have we beeninformed of such case by the Management.

(xx) The other clauses, (xix) and (xx) of paragraph 4 of the Companies (Auditor’s Report)Order 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004,are not applicable in the case of the Company for the current year, since in our opinionthere is no matter which arises to be reported in the aforesaid order.


Membership No. F 48125For and on behalf of


31

Schedule As at As at No. March 31, 2008 March 31, 2007

SOURCES OF FUNDSShareholders' fundsShare Capital 1

Equity Share Capital 101,985 101,985Preference Share Capital 90,000 90,000

Reserves and Surplus 2 327,020 318,178

519,005 510,163Loan FundsSecured Loans 3 605,010 273,483Unsecured Loans 4 18,594 22,064

623,604 295,547

Deferred Tax Liability (Net) 34,883 46,229(Refer Schedule 16, Note 10)

Total 1,177,492 851,939

APPLICATION OF FUNDSFixed Assets 5Gross Block 1,451,375 1,237,530Less: Depreciation 758,024 650,292

Net Block 693,351 587,238Capital work-in-progress 394,342 71,676

1,087,693 658,914

Current Assets, Loans and AdvancesInventories 6 313,151 351,920Sundry Debtors 7 205,638 254,477Cash and Bank Balances 8 20,237 7,478Loans and Advances 9 149,436 119,559

688,462 733,434Less: Current Liabilities and Provisions 10Current Liabilities 552,759 481,800Provisions 45,904 58,609

598,663 540,409

Net Current Assets 89,799 193,025

Total 1,177,492 851,939

Significant Accounting Policies 15Notes to Accounts 16

Schedules referred to above form an integral part of the Balance Sheet.This is the Balance Sheet referred to in our report of even date.

For and on behalf of the BoardJeetendra MirchandaniPartner Nagaraju Srirama D.S. Gupta ChairmanMembership No: F 48125 Chief Executive OfficerFor and on behalf of R.A. Savoor DirectorPRICE WATERHOUSE P.G. DateChartered Accountants Chief Financial Officer

Place : Pune Shailendra Dindore Place : MumbaiDate : April 28, 2008 Secretary Date : April 28, 2008

BALANCE SHEET AS AT MARCH 31, 2008(Rs. in '000)

ASAL


32


PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2008(Rs. in '000)

Schedule For the year ended For the year endedNo. March 31, 2008 March 31, 2007

INCOMESales (Gross) 11 3,546,670 3,687,617Less : Excise Duty 536,799 555,768Sales (Net) 3,009,871 3,131,849Other Income 12 15,018 115,965

3,024,889 3,247,814EXPENDITURE

Manufacturing and Other Expenses 13 2,819,916 2,947,361

Profit before Interest, Depreciation and Taxation 204,973 300,453Less :Interest and Finance Charges 14 23,793 23,359Depreciation 5 115,354 108,182

139,147 131,541

Profit Before Taxation 65,826 168,912

Provision for TaxationCurrent Tax (including wealth tax) 31,066 61,600Deferred Tax Charge / (Credit) (9,500) (2,200)Fringe Benefit Tax 1,300 1,207

Profit After Taxation 42,960 108,305

Balance brought forward from previous year 72,819 34,386

Balance available for appropriation 115,779 142,691

APPROPRIATIONSCapital Redemption Reserve - 30,000General Reserve 7,500 8,000Proposed Dividend :

On Preference Shares 10,800 10,800On Equity Shares 15,298 15,298

Dividend on Preference Shares Redeemed - 1,174Tax on Dividend 4,435 4,600Balance carried forward to the Balance Sheet 77,746 72,819

115,779 142,691

Basic / Diluted Earnings per share 2.97 9.25(Refer Schedule 16, Note 9)

Significant Accounting Policies 15Notes to Accounts 16

Schedules referred to above form an integral part of the Profit and Loss Account.This is the Profit and Loss Account referred to in our report of even date.



33

CASH FLOW STATEMENTFOR THE YEAR ENDED MARCH 31, 2008

(Rs. in '000)

For the year ended For the year endedMarch 31, 2008 March 31, 2007

A. CASH FLOW FROM OPERATING ACTIVITIES :Net profit before taxation 65,826 168,912

Adjusted for :Depreciation 115,354 108,182Interest and financial charges 23,793 23,359Interest income (1,002) (186)

Profit on sale of investments (Short term,non trade) - (1)

Dividend on Short Term Non-trade Investments (1626) (937)

Profit on sale of assets - (692)Loss on sale / write off of assets 301 136,820 - 129,725

Operating Profit before WorkingCapital Changes 202,646 298,637

Adjustment for :Trade and other receivables 18,962 (103,967)Inventories 38,769 (35,218)Trade payables and other liabilities 51,079 108,810 88,398 (50,787)

Cash Generated From Operations 311,456 247,850Direct taxes paid (32,366) (62,807)

NET CASH FROM OPERATING ACTIVITIES (A) 279,090 185,043

B. CASH FLOW FROM INVESTING ACTIVITIES:Purchase of fixed assets (544,972) (130,038)

Proceeds from sale of fixed assets 538 1,999

Dividend on Short Term Non-trade Investments 1,626 937

Profit on sale of Investments (Short Term,non trade) - 1

Interest received 1,002 186

NET CASH USED IN INVESTING ACTIVITIES (B) (541,806) (126,915)

ASAL


34


CASH FLOW STATEMENT

FOR THE YEAR ENDED MARCH 31, 2008... CONTD.(Rs. in '000)


C. CASH FLOW FROM FINANCING ACTIVITIES:

Interest paid (22,049) (22,076)Redemption of Preference Shares - (30,000)Long Term loans availed / (paid) (Net) 315,010 75,000Sales tax deferral availed / (paid) (Net) (3,470) (158,057)Other borrowings 16,517 13,483

Equity and Preference Dividend paid (30,533) (31,713)(including tax thereon)

NET CASH FLOW FROM FINANCING ACTIVITIES (C) 275,475 (153,363)Net increase / (decrease)in Cash and Cash equivalents (A) + (B) + (C) 12,759 (95,235)Cash and cash equivalents (Opening Balance) 7,478 102,713Cash and cash equivalents (Closing Balance) 20,237 7,478

Notes :

1 The above Cash Flow Statement has been prepared under the “ Indirect Method “set out in AccountingStandard (AS) - 3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India.

2 Cash and cash equivalents consist of cash in hand and balance with banks.

3 Trade and other receivables include loans and advances.

4 Previous year comparitives have been reclassified to conform with current year’s presentation, whereapplicable.

This is the Cash Flow Statement referred to in our report of even date.



35

SCHEDULES FORMING PART OF THE ACCOUNTSFOR THE YEAR ENDED MARCH 31, 2008

(Rs. in '000)

As at As atMarch 31, 2008 March 31, 2007

1 SHARE CAPITAL

Authorised :

20,000,000 (Previous year 10,800,000)Equity Shares of Rs.10 each 200,000 108,000

16,000,000 Preference Shares of Rs. 10 each 160,000 160,000

360,000 268,000

Issued, Subscribed and Paid-up :

10,198,541 Equity Shares of Rs. 10 each fully paid-up 101,985 101,985(Refer Schedule 16, Note 12)

9,000,000 (Previous year 9,000,000) 12% CumulativeRedeemable Preference Shares of Rs. 10 each fully paid up 90,000 90,000(Redeemable on June 27, 2008).(Refer Note below)

191,985 191,985

Note :Terms of redemptionThese preference shares are redeemable at par.The date of redemption of Preference Shares,which were due for redemption on September 29, 2007,has been extended to June 27, 2008with an option to the Company to redeem before maturity.

2 RESERVES AND SURPLUS

Capital Redemption ReserveAs per last Balance Sheet 30,000 30,000

Share PremiumAs per last Balance Sheet 194,859 194,859

General ReserveAs per last Balance Sheet 20,500 12,500Add : Additions during the year 7,500 8,000Less : Transitional effect on account of AS 15 (Revised 2005)

“Employee benefits” (Refer Schedule 16, Note 7) 3,585 -

24,415 20,500

Profit and Loss Account 77,746 72,819

327,020 318,178

ASAL


36


SCHEDULES FORMING PART OF THE ACCOUNTSFOR THE YEAR ENDED MARCH 31, 2008... CONTD.

(Rs. in '000)


3 SECURED LOANS

Term Loans from Banks (Refer Note 1 below) 575,010 260,000(Payable within one year Rs. 170,000 thousand,Previous year Rs. 95,000 thousand)

Working Capital Loans from Banks 30,000 13,483(Refer Note 2 below)

605,010 273,483Notes :1. Term Loans of Rs. 425,010 thousand and of

Rs. 150,000 thousand from Banks are secured by way offirst charge on the existing and future fixed assets of theCompany’s Chakan and Pantnagar Plants respectively.

2. Working capital loans are secured by hypothecationof current assets and second charge on the fixedassets of Chakan Plant of the Company.

4 UNSECURED LOANS

Interest Free Sales Tax Loan 18,594 22,064(Payable within one year Rs. 3,608 thousand,Previous year Rs. 3,470 thousand)

18,594 22,064

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ASAL


38


SCHEDULES FORMING PART OF THE ACCOUNTSFOR THE YEAR ENDED MARCH 31, 2008 ... CONTD.

(Rs. in '000)


6 INVENTORIES(Refer Schedule 15, Note 4)

Stores and Spares 9,383 7,975

Raw Material and Components 245,957 265,116

Work-in-Process 24,787 34,277

Finished Goods 19,452 26,780(including goods-in-transit at cost)

Scrap 13,572 17,772

313,151 351,9207 SUNDRY DEBTORS

Unsecured

Over six months :Considered good 3,507 3,331Considered doubtful 22,124 15,103

Others :Considered good 202,131 251,146Considered doubtful 2,172 922

229,934 270,502

Less : Provision for doubtful debts 24,296 16,025

205,638 254,477

8 CASH AND BANK BALANCES

Cash on Hand 113 1,533

Balances with Scheduled Banks :On Current Accounts 16,451 3,437On Dividend Accounts 132 80On Deposit Accounts (Under Bank’s lien) 3,541 2,428

20,237 7,478

39


(Rs. in '000)


9 LOANS AND ADVANCES(Unsecured)

Advances recoverable in cash orin kind or for value to be received

Considered good 120,959 100,112Considered doubtful 2,200 1,000

123,159 101,112

Less: Provision for doubtful advances 2,200 1,000120,959 100,112

Balance with Excise Authorities 24,494 19,447

Advance Tax including Tax deducted at source(Net of provision for tax Rs. 31,762 thousand, 3,983 -[Previous year Rs. Nil])

149,436 119,559

10 CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIES

Sundry CreditorsDue to Micro, Small and Medium Enterprises(Refer Schedule 16, Note 3) 7,551 -Due to creditors other than Micro, Small and MediumEnterprises 281,435 291,311Due to Small Scale Industrial Undertakings - 40,342

Advances from customers 31,348 20,933Unpaid Dividend* 132 80Other Liabilities 228,484 127,069Interest accrued but not due 3,809 2,065

552,759 481,800* There are no amounts due and outstanding to be

credited to Investor Education and Protection Fund.

PROVISIONSProvision for Gratuity 4,589 2,730Provision for Compensated Absences 9,449 8,355Provision for Warranty 1,313 364Proposed Dividend on Preference Shares 10,800 10,800Proposed Dividend on Equity Shares 15,298 15,298Provision for Tax on Dividend 4,435 4,435Provision for Taxation - 16,607(Net of Advance tax and Tax deducted at sourceRs. Nil, [Previous year Rs. 44,976 thousand])

Provision for Fringe Benefit Tax 20 20(Net of advance tax Rs. 1,300 thousand,[Previous year Rs. 1,120 thousand])

45,904 58,609

598,663 540,409

ASAL


40



(Rs. in '000)


11 SALES

Turnover of goods and job work 2,917,693 3,120,147(Refer Schedule 15, Note 5)

Sale of scrap 628,977 567,470

3,546,670 3,687,617

12 OTHER INCOME

Interest received on Bank Deposits and Other 1,002 186Deposits (Tax Deducted at source Rs. 22 thousand,[Previous year Rs. 38 thousand])

Gain on Remission of Liability - 101,816

Profit on Sale of Investments (short term,non-trade) - 1

Dividend on Short Term Non-trade Investments 1,626 937

Cash Discount 1,394 1,938

Profit on Sale of Fixed Assets (net) - 692

Gain on Exchange Fluctuations (net) - 154

Miscellaneous Receipts 9,265 8,751

Provision no longer required written back 1,731 1,490

15,018 115,965

13 MANUFACTURING AND OTHER EXPENSES

(i) Raw Material Consumed 2,202,746 2,392,169(ii) Decrease / (Increase) in Stocks

Opening StockWork in process 34,277 33,570Finished goods 26,780 30,904Scrap 17,772 6,635

78,829 71,109Less : Closing StockWork in process 24,787 34,277Finished goods 19,452 26,780Scrap 13,572 17,772

57,811 78,829Decrease / (Increase) in Stock 21,018 (7,720)

(iii) Consumables and Stores 48,088 51,178(iv) Processing Charges 69,877 87,684(v) Power and Fuel 60,530 59,071

Carried Forward 2,402,259 2,582,382

41


(Rs. in '000)


13 MANUFACTURING AND OTHER EXPENSES (Contd.)

Brought forward 2,402,259 2,582,382

(vi) Repairs and Maintenance- Plant and Machinery 42,038 51,273- Building 2,788 2,197- Others 6,842 5,303

51,668 58,773(vii) Payments to and Provisions for Employees

Salaries and Wages 191,614 161,825Contribution to Provident and other funds 15,892 7,617Staff Welfare 14,178 12,712

(viii) Expenses for Administration and SellingTravelling and Conveyance 12,342 7,738Communication Expenses 3,146 3,023Rates and Taxes 4,848 3,074Insurance 3,899 4,636Auditors' Remuneration- As Auditor 1,100 1,100- As Tax Auditor 150 150- Others 60 50- Out of pocket expenses 47 32

1,357 1,332Administrative Service Charges 30,574 30,000Technical Assistance Fees 9,329 -Advertisement and Publicity 232 92Provision for Doubtful Debts and Advances 9,470 5,576Loss on sale/write off of Assets (net) 301 -Loss on Exchange Fluctuations (net) 176 -Packing Material 7,395 10,246Warranty Expenses 2,469 1,769Freight Outward 32,887 35,391Miscellaneous Expenses 25,880 21,175

2,819,916 2,947,36114 INTEREST AND FINANCE CHARGES

Interest- On Term Loans 16,152 17,236- Others 5,827 3,708

Bank charges 1,814 2,415

23,793 23,359

ASAL


42



15 SIGNIFICANT ACCOUNTING POLICIES

1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements are prepared to comply in all material aspects with all the applicableaccounting principles in India, the applicable accounting standards notified u/s 211(3C) of theCompanies Act, 1956 and the relevant provisions of the Companies Act, 1956.

2. FIXED ASSETS AND DEPRECIATION

Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. Allcosts relating to the acquisition and installation of fixed assets are capitalized and includeborrowing costs directly attributable to construction or acquisition of fixed assets, upto the datethe asset is put to use.

Depreciation on fixed assets has been provided as under:

a) Depreciation on fixed assets is provided on straight line method at the rates and in themanner prescribed in Schedule XIV to the Companies Act, 1956, of India except in caseof the following assets for which depreciation has been provided at higher rates based onthe useful life as determined by the Management:

Furniture & Fixtures and Office Equipment (including white goods) 20%

Computers 25%

Tools, Jigs & Fixtures 20%

Vehicles 20%

Pallets 12.5%

b) Leasehold land is amortized over the period of lease.

c) Except for items for which 100% depreciation rates are applicable, depreciation on assetsadded / disposed of during the year has been provided on pro rata basis with reference tothe date of addition / disposal.

d) Intangible assets are stated at cost less accumulated amortization. Intangible assets areamortized on a straight line basis over their estimated useful life ranging between 3 to 5years.

e) The Management periodically assesses using external and internal sources whether thereis an indication that an asset may be impaired. If an asset is impaired, the Companyrecognizes an impairment loss as the excess of the carrying amount of the asset over therecoverable amount.

3. INVESTMENTS

Current Investments are stated at Cost or Market value whichever is lower.

4. INVENTORIES

(a) Raw materials, components, stores and spares are valued at cost or net realizable value,whichever is lower. Cost is determined using the weighted average basis.

43


15 SIGNIFICANT ACCOUNTING POLICIES

(b) Finished goods and work-in-process are valued at cost or net realizable value, whicheveris lower. Finished goods and work-in-process includes cost of conversion incurred inbringing the inventories to its present location and condition.

(c) Scrap is valued at net realizable value.

5. REVENUE RECOGNITION

1. Sales are recognized on supply of goods to customers and are recorded gross of exciseduty and net of sales tax and discounts.

2. Price increase or decrease due to change in major raw material cost, pendingacknowledgement from major customers, is accrued on estimated basis.

6. FOREIGN CURRENCY TRANSACTIONS

Transactions in foreign currencies are recorded at the exchange rate prevailing on the date ofthe transaction. Foreign currency Monetary Assets and Liabilities are stated at the exchangerates prevailing at the date of the Balance Sheet. The exchange differences are dealt with, in theProfit and Loss Account. In the case of forward contracts, the difference between the forwardrate and the exchange rate on the transaction date is recognised as income or expense over theperiod of the related contracts.

7. BORROWING COSTS

Borrowing costs that are attributable to the acquisition or construction of qualifying assets arecapitalized as part of the cost of such assets upto the date the asset is put to use. A qualifyingasset is one that necessarily takes substantial period of time to get ready for intended use. Allother borrowing costs are charged to Profit and Loss Account in the year in which they areincurred.

8. EMPLOYEE BENEFITS

(i) Long-term Employee Benefits

a) Defined Contribution Plans

The Company has Defined Contribution Plans for post employment benefits in theform of Superannuation Fund which is recognised by the Income-tax authoritiesand administered through trustees and Life Insurance Corporation of India (LIC)and Provident Fund. Besides, the Company also makes contribution to theEmployees’ State Insurance Scheme. These plans constitute insured benefits asthe Company has no further obligation beyond making the contributions. TheCompany’s contributions to Defined Contribution Plans are charged to the Profitand Loss Account as incurred.

b) Defined Benefit Plans

The Company has Defined Benefit Plan for post employment benefit in the form ofGratuity. Gratuity Fund is recognised by the Income-tax authorities and administeredthrough trustees and Life Insurance Corporation of India (LIC). Liability for DefinedBenefit Plan is provided on the basis of valuation, as at the Balance Sheet date,carried out by independent actuary. The actuarial valuation method used byindependent actuary for measuring the liability is the Projected Unit Credit method.

ASAL


44



c) Compensated Absences

Provision for Compensated Absences is based on an actuarial valuation carriedout at Balance Sheet date.

(ii) Termination benefits are recognised as an expense as and when incurred.

(iii) Actuarial gains and losses comprise experience adjustments and the effects of changesin actuarial assumptions and are recognised immediately in the Profit and Loss Accountas income or expense.

9. TAXATION

(i) Provision for current tax is made in accordance with and at the rates specified under theIncome-tax Act, 1961, as amended.

(ii) In accordance with Accounting Standard 22 – ‘Accounting for taxes on Income’, issuedby the Institute of Chartered Accountants of India, the deferred tax for timing differencesbetween the book and tax profits for the year is accounted for using the tax rates and lawsthat have been enacted or substantively enacted as of the balance sheet date.

Deferred tax assets arising from the timing differences are recognized to the extent thereis virtual certainty that the assets can be realized in future.

10. WARRANTY EXPENSES

Product warranty expenses are determined based on past experience and estimates and areaccrued in the year of sale.

45


16. NOTES TO ACCOUNTS

1. Contingent liabilities:(Rs. in '000)

Sl.No. Particulars As at March 31,2008 As at March 31, 2007

1. Bills discounted not matured 578,398 635,082

2. Claims against the Company notacknowledged as Debts - 2,203

2. Estimated amount of contracts remaining to be executed on capital account and not provided for(net of advances) Rs. 104,438 thousand (Previous year Rs. 25,413 thousand).

3. Disclosure under Micro, Small & Medium Enterprises Development Act, 2006:

(Rs. in '000)

Sl. Particulars Year endedNo. March 31, 2008

1. Amount outstanding on account of- principal amount 7,551- interest due 38

2. -Total interest paid on all delayed paymentsduring the year under the provisions of the Act NIL

- Payments made to suppliers beyond the appointed day 4,913

3. Interest due on principal amounts paid beyond the due dateduring the year but without the interest amounts under this Act NIL

4. Interest accrued but not paid 38

The above information has been determined to the extent such parties have been identified onthe basis of information available with the Company.

4. Manager’s Remuneration:(Rs. in ‘000)

Year ended Year endedMarch 31, 2008 March 31, 2007

Salary 986 566

Perquisites and allowances 1,251 923

Contribution to provident and other funds 266 163

Payment of / Provision for incentive remuneration 1,725 638

Other retirement benefits - 116

Total 4,228 2,406

Note:

This remuneration does not include gratuity and compensated absences provided on the basisof actuarial valuation in the accounts.

ASAL


46




5. Details of Investments Purchased and Sold during the year :

Investment Face Year ended Year endedValue March 31, 2008 March 31, 2007

(Rs.) Units Purchase Sales Units Purchase SalesCost Value Cost Value

(Rs. in (Rs. in (Rs. in (Rs. in ‘000) ‘000) ‘000) ‘000)

DSP Merrill LynchFloating Rate Fund -Institutional Plan(Daily Dividend) 1,000 - - - 84,615 84,697 84,702

DSP Merrill LynchLiquidity Fund -Institutional Plan(Daily Dividend) 1,000 205,459 205,500 205,808 486,800 486,897 486,897

DSP Merrill LynchLiquid Plus Fund -Institutional Plan(Daily Dividend) 1,000 162,957 163,000 163,694 50,052 50,062 50,062

StandardCharteredLiquidity Manager(Daily Dividend) 10 - - - 14,924,732 149,262 149,262

SBI MagnumInsta Cash Fund -Dividend Option 10 1,408,186 15,000 15,088 2,824,708 30,035 30,031

SBI MagnumInsta Cash FundLiquid FloaterPlan - Dividend 10 - - - 998 10 10

Tata Liquid SuperHigh InvestmentFund -(Daily Dividend) 1,000 85,238 95,000 95,536 - - -

47

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ASAL


48




7. Employee Benefits:a) The Company has, with effect from April 1, 2007, adopted Accounting Standard 15,

Employee Benefits (Revised 2005), issued by the Institute of Chartered Accountants ofIndia. Consequently, the Company has recorded the difference between the transitionalliability as per this Standard and the liability that would have been recognised at thesame date as per the pre-revised AS 15, amounting to Rs. 3,585 thousand [net of deferredtax credit of Rs. 1,846 thousand], as a deduction from General Reserve as atApril 1, 2007.

b) The Company has classified various employee benefits as under:A. Defined Contribution Plans:

The Company has recognised the following amounts in the Profit and Loss Accountfor the year:

(Rs. in ‘000)

Sl. Particulars Year endedNo. March 31, 2008

1. Contribution to Employee’s Superannuation Fund 4,394

2. Contribution to Provident Fund 7,039

3. Contribution to Employees’ State Insurance Scheme 595

B. Defined Benefit Plans:Valuations in respect of Gratuity and Leave Encashment have been carried outby independent actuary, as at the Balance Sheet date, based on the followingassumptions:

a. Discount Rate (per annum) – 8.00%b. Rate of increase in Compensation Levels – 10%c. Rate of Return on Plan Assets – 9.25%d. Expected Average remaining working lives of employees in

number of years 14.34

(Rs. in ‘000)

Sl. No. Particulars Gratuity

(i) Changes in the Present Value of Obligation

a. Present Value of Obligation as at April 1, 2007 11,702

b. Interest Cost 1,003

c. Past Service Cost -

d. Current Service Cost 3,765

e. Curtailment Cost/(Credit) -

f. Settlement Cost/(Credit) -

g. Benefits Paid (948)

h. Actuarial (Gain)/Loss (375)

i. Present Value of Obligation as at March 31, 2008 15,147

49



7. Employee Benefits (contd)

Sl. No. Particulars Gratuity

(ii) Changes in the Fair value of Plan Assets

a. Present Value of Plan Assets as at April 1, 2007 8,972

b. Expected Return on Plan Assets 830

c. Actuarial Gain/(Loss) 18

d. Employers’ Contributions 806

e. Employees’ Contributions -

f. Benefits Paid (68)

g. Fair Value of Plan Assets as at March 31, 2008 10,558

(iii) Reconciliation of the Present Value ofDefined Benefit Obligation and the Fair Value of Assets

a. Present Value of Funded Obligation as at March 31, 2008 15,147

b. Fair Value of Plan Assets as at March 31, 2008 10,558

c. Present Value of Unfunded Obligation as at March 31, 2008 -

d. Unfunded Net Liability recognised in the Balance Sheet 4,589

(iv) Amount recognised in the Balance Sheet

a. Present Value of Obligation as at March 31, 2008 15,147

b. Fair Value of Plan Assets as at March 31, 2008 10,558

c. (Asset)/Liability recognised in the Balance Sheet 4,589

(v) Expenses recognised in the Profit and Loss Account

a. Current Service Cost 3,765

b. Past Service Cost -

c. Interest Cost 1,003

d. Expected Return on Plan Assets (830)

e. Curtailment Cost/(Credit) -

f. Settlement Cost/(Credit) -

g. Net actuarial (Gain)/Loss (393)

h. Employees’ Contribution -

i. Total Expense / (Credit)recognised in the Profit and Loss Account 3,545

(vi) Percentage of each Category of Plan Assets tototal Fair Value of Plan Assets as at March 31, 2008

a. Administered by Life Insurance Corporation of India 100%

b. Others -

ASAL


50




8. The Company enters into Forward Exchange Contracts, which are not intended for trading orspeculative purposes, but for hedge purposes, to establish the amount of reporting currencyrequired or availed at the settlement.

The following are the outstanding Forward Exchange Contracts entered into by the Company asat March 31, 2008:

Currency Buy/Sell Cross Currency Amount Amount in Foreign(Rs. in ‘000) Currency (in ‘000)

US Dollar Buy Indian Rupees 18,145 448

The year end foreign currency exposures that have not been hedged by a derivative instrumentor otherwise are given below:

Particulars As at March 31, 2008(Amount in ‘000)

Assets

In Euros 32

(Equivalent approximate in Rs. ’000) 2,046

In US Dollars 4

(Equivalent approximate in Rs. ’000) 168

Liabilities

In US Dollars 242

(Equivalent approximate in Rs. ’000) 9,757

9. Earnings Per Share (EPS)

Particulars Year ended Year endedMarch 31, 2008 March 31, 2007

a) Profit after taxation as perProfit and Loss Account (Rs. in ‘000) 42,960 108,305

Less: Preference Dividend for the yearincluding tax thereon (Rs. in ‘000) 12,635 13,974

Net Profit after tax available toEquity Shareholders (Rs. in ‘000) 30,326 94,331

b) Weighted average number of Equity Sharesoutstanding during the year 10,198,541 10,198,541

c) Nominal value of Equity Shares (Rs.) 10 10

d) Basic / Diluted Earnings per Share (Rs.) (a/b) 2.97 9.25

51



10. The Company estimates the deferred tax charge/(credit) using the applicable rate of taxationbased on the impact of timing differences between financial statements and estimated taxableincome for the current year. Details of Deferred Tax Assets/(Liabilities) are as follows:

(Rs. in ‘000)

Particulars As at March 31, As at March 31,2008 2007

AssetsProvision for Doubtful Debts andAdvances 9,006 5,787

Retirement Benefits 7,408 6,405

Others 1,670 1,755

Total 18,084 13,947

Liability

Depreciation 52,967 60,176

Total 52,967 60,176

Net Deferred tax Assets/(Liabilities) (34,883) (46,229)

Deferred tax charge / (credit) for the yearis as follows:

Opening Deferred tax (Liability) / Asset (46,229) (48,429)Add: Transitional effect on account of AS 15(Revised) 2005 “Employee Benefits” –Refer note 7 above. 1,846 -

Less: Closing Deferred tax (Liability) / Asset (34,883) (46,229)

Deferred Tax Charge / (Credit) (9,500) (2,200)

11. Estimated warranty costs are accrued at the time of sale of components to which the warrantyprovisions are applicable. The details of warranty provision are as follows:

(Rs. in ‘000)

Particulars As at March 31, As at March 31,2008 2007

Beginning Balance 364 364

Provision made during the year 2,469 1,769

Payments made during the year 1,520 1,769

Amount reversed during the year - -

Ending Balance 1,313 364

It is expected that the majority of the warranty provision outstanding as at March 31, 2008 islikely to result in cash outflow within 3 years of the Balance Sheet date.

12. In terms of the Share Purchase Agreement, between Tata AutoComp Systems Limited (TACO),one of the promoters of the Company and Gestamp Servicios, S. L. (Gestamp), a Companyincorporated under the laws of Spain, Gestamp has acquired 3,824,453 (37.5%) equity sharescapital of the Company. 1,516 Equity shares were acquired from the public shareholders whohad tendered their shares in the Open Offer and the remaining 3,822,937 Equity shares wereacquired from Tata AutoComp Systems Limited.

ASAL


52




13. The Company’s Primary Business Segment is Automobile Component segment.Secondary Segment: Geographical Segment (Rs. in ‘000)

Segment Revenues Year ended Year endedMarch 31, 2008 March 31, 2007

Revenues within India 3,493,754 3,631,971

Revenues outside India 52,916 55,646

Total 3,546,670 3,687,617

Note : All the assets of the Company are located within India.

14. Additional information pursuant to the provisions of para 3 and 4 of Part II of Schedule VI of theCompanies Act, 1956 is as under:

A. INSTALLED CAPACITY AND PRODUCTION:*

Product Installed Production Stock of goods producedCapacity @ (Nos.)

Opening Stock Closing Stock

Qty. Value Qty. Value(Rs. in '000) (Rs. in '000)

Components,Assemblies and 72,720 MT 12,480,629 137,912 26,780 110,824 19,452Sub-assemblies

Previous year (61,520 MT) (17,220,232) (172,051) (30,904) (137,912) (26,780)

Tools, Dies andMoulds N.A. 84 - - - -

Previous year (N.A.) (121) (-) (-) (-) (-)

*As certified by the Management and accepted by the auditors, this being a technical matter.@ Information on Licensed capacity has not been given since Licensing has been abolished.

B. SALES

Product For the year ended For the year endedMarch 31, 2008 March 31, 2007


Components, Assembliesand Sub-assemblies 12,507,717 2,898,927 17,254,371 3,065,294

Job work 11,210 54,429

Tools, Dies and Moulds 84 7,556 121 424

Others 628,977 567,470

Total 3,546,670 3,687,617

53



C. CONSUMPTION OF RAW MATERIALS

Particulars For the year ended For the year endedMarch 31, 2008 March 31, 2007


1 Component (Nos.) 39,077,016 423,645 36,290,023 416,558

2 MS Sheets (MT) 48,991 1,765,027 56,898 1,975,325

3 Others 14,074 286

Total 2,202,746 2,392,169

D. CIF VALUE OF IMPORTS(Rs. in '000)


Raw Material 59,917 82,150

Capital Goods 257,358 -

Spares 988 -

Total 318,263 82,150

E. VALUE OF IMPORTED AND INDIGENOUS RAW MATERIAL, COMPONENTS AND SPARESCONSUMED


Value (Rs. in '000) % Value (Rs. in '000) %

a) Raw Material andComponentsi) Imported 90,984 4.13 88,514 3.70

ii) Indigenous 2,111,762 95.87 2,303,655 96.30

2,202,746 100.00 2,392,169 100.00

b) Consumables and Storesi) Imported 990 2.06 - -ii) Indigenous 47,098 97.94 51,178 100.00

48,088 100.00 51,178 100.00

ASAL


54




F. EXPENDITURE INCURRED IN FOREIGN CURRENCY(Rs. in '000)


Travelling 1,640 1,492

Technical Assistance Fees 9,329 -

G. NET DIVIDEND REMITTED IN FOREIGN CURRENCY

(Rs. in '000)


Period to which it relates 2006-07 -

Number of non-residentshareholders 1 -

Number of shares held by themon which dividend was due 3,824,453 -

Amount remitted( 102,349) 5,737 -

H. EARNINGS IN FOREIGN CURRENCY(Rs. in '000)


F.O.B. value of Export of Goods 27,730 47,829

15. Additional information pursuant to Part IV of Schedule VI of the Companies Act, 1956, is setout in the Annexure.

16. Previous year’s figures have been regrouped / rearranged, wherever necessary.

Signatures to Schedules 1 to 16 forming part of the Accounts.As per our Report of even date.



55

ASAL


56


BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

(Annexure)

(Additional information pursuant to Part IV of the Schedule VI of the Companies Act, 1956)(Refer Schedule 16, Note 15)

I. Registration Details

Registration No. State Code2 5 - 0 1 6 3 1 4 1 1

Balance Sheet Date 3 1 0 3 2 0 0 8

Date Month Year

II. Capital raised during the year (Amount in Rs. ‘000)

N I L

N I L

Public Issue

Bonus Issue

N I L

N I L

Right Issue

Private Placement

III. Position of Mobilisation and Deployment of Funds (Amount in Rs. ‘000)

Total Liablities(Including Deferred Tax Liability)

Total Assets

Sources of Funds

Paid-up Capital

1 9 1 9 8 5

Reserves & Surplus

3 2 7 0 2 0

Secured Loans

6 0 5 0 1 0

Unsecured Loans

1 8 5 9 4

Deferred Tax Liablity

3 4 8 8 3

Application of Funds

Net Fixed Assets

1 0 8 7 6 9 3

Investments

N I L

Net Current Assets

8 9 7 9 9

Misc. Expenditure

N I L

Accumulated Losses

N I L

1 7 7 6 1 5 5 1 7 7 6 1 5 5

IV. Performanc of the Company (Amount in Rs. ‘000)

Turnover Total Expenditure

2 9 5 9 0 6 33 0 2 4 8 8 9

BALANCE SHEET ABSTRACT AND COMPANY’SGENERAL BUSINESS PROFILE.... CONTD.

Profit / Loss Before Tax

6 5 8 2 6

Profit / Loss After Tax

4 2 9 6 0

Earning Per Share in Rs.

2 . 9 7

Dividend Rate %

1 5

V. Generic Names of three Principal Products/ Services of theCompany (as per monetary terms)

Item Code No.(ITC Code)

8 7 0 8

ProductDescription

S H E E T M E T A L C O M P O N E N T S,

A S S E M B L I E S A N D

S U B A S S E M B L I E S

8 4 6 2

T O O L S , D I E S A N D M O U L D S

F O R A U T O M O B I L E

I N D U S T R Y

+ - + -

Item Code No.(ITC Code)

ProductDescription

57

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ASAL


58


59

Children’s daycelebration

held at Bhosarion 27th December,

2007

ASAL



60

SocialConfluence

Annual Picnic atMulshi

on20th July, 2007

Blood donation Campheld at Chakan on

7th March 2008

Safety Week Celebration heldbetween

4th March, 2008 to 11th March, 2008

EMPLOYEEPARTICIPATION

61

Press Shop-Pantnagar

1250T Press-Chakan

“With honest and straightforward business principles, close and careful attention todetails, and the ability to take advantage of favourable opportunities and circumstances,there is a scope for success”.

Jamsetji Tata

ASAL



62

Automotive Stampings and Assemblies LimitedRegistered Office:

G-71/2, MIDC Industrial Area, Bhosari, Pune 411 026, Maharashtra, IndiaTel: +91-20-27121500, 27121677, 66314000 Fax: +91-20-27123147

e-mail: [email protected]: www.autostampings.com

18 annual report 2007-08 th · uttarakhand 263153, india g-71/2, midc industrial area, bhosari,...

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