Precision Camshafts LTD FY 2024
Precision Camshafts LTD FY 2024
Precision Camshafts LTD FY 2024
To, To,
National Stock Exchange of India Limited, BSE Limited,
"Exchange Plaza" 5th Floor, Plot No. C-1, Phiroze Jeejeebhoy Towers,
G Block, Bandra Kurla Complex, Dalal Street,
Bandra (East), Mumbai – 400051 Mumbai - 400001
Subject: Notice of 32nd Annual General Meeting (AGM), Annual Report for Financial Year (FY) 2023-
24 and Book Closure for AGM and dividend
Dear Sir/Madam,
This is to inform that 32nd Annual General Meeting (AGM) of members of Precision Camshafts Limited
is scheduled to be held on Friday, 26th July 2023 at 3:00 PM (IST) through Video Conferencing (VC)/
Other Audio-Visual Means (OAVM) in compliance with the applicable provisions of the Companies Act,
2013 read with Rules made thereunder, SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with various circulars issued by the Ministry of Corporate Affairs and SEBI from
time to time.
Pursuant to Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 amended from time to time, please find attached herewith a copy of Annual Report for the FY
2023-24 along with the Notice of the 32nd AGM, which has been sent through electronic mode to the
Members of the Company. It is also available at the website of the Company www.pclindia.in.
Pursuant to the intimation dated 23rd May 2024 via Intimation number PCL/SEC/23-24/009 wherein
the Book Closure date was inadvertently mentioned as Friday 19th July 2024 to Wednesday 26th July
2024 for the purpose of Annual General Meeting and declaration of Dividend of the Company. Further
pursuant to Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Register of Members and Share Transfer Books will remain closed from Saturday, 20th July 2024
to Friday, 26th July 2024 (both days inclusive) for the purpose of AGM and payment of dividend.
You are requested to take note of the same and take the Annual Report on record.
Thanking you,
Tanmay M. Pethkar
Company Secretary and Compliance Officer
Membership No. A53618
CONTENTS
Corporate Overview 01-43
Purpose. Prowess. Progress. 01
Key Highlights of FY 2023-24 02
About the Precision Group 04
PCL in a Nutshell 06
Our Journey 10
Product Portfolio 12
Presence 14
Marquee Clientele 15
Message from the Chairman & MD 16
Financials 20
Operating Environment 22
Investment Case 24
Lakshya 2030 26
Innovation 28
Customer-Centricity 29
Technology 30
Way Forward 31
Environmental Initiatives 32 Please find our online version at
Employee Initiatives 37 https://pclindia.in/index.php/annual-report/
Community Initiatives 39
Board of Directors 40
Management Team 41
Awards 42
Corporate Information 43 Scan todownload
Investor Information
CIN: L24231PN1992PLC067126
Management Discssion and Analysis 44 ISIN: INE484I01029
Board’s Report 58 BSE Code: 539636
Corporate Governance Report 77 NSE Symbol: PRECAM
Bloomberg Code: PRECAM:IN
Bsiness Responsibility and Sustainability 110
Dividend Declared: Rs. 1 per equity share
Report
AGM Date: Friday, 26th July 2024
Video Conferencing and other audio-Visual
AGM Mode:
Means (VC/OAVM
Financial Statements 148-286 Disclaimer: This document contains statements about expected future events
and the financials of Precision Camshafts ’the Company’, which are forward-
looking. By their nature, forward-looking statements require the Company to
Standalone 148 make assumptions and are subject to inherent risks and uncertainties. There is
a significant risk that the assumptions, predictions, and other forward-looking
Consolidated 218 statements may not prove to be accurate. Readers are cautioned not to place
undue reliance on forward-looking statements, as several factors could cause
assumptions, actual future results, and events to differ materially from those
expressed in the forward-looking statements. Accordingly, this document
is subject to the disclaimer and qualified in its entirety by the assumptions,
qualifications, and risk factors referred to in the Management Discussion and
AGM Notice 287 Analysis section of this Annual Report.
PURPOSE.
PROWESS.
PROGRESS.
20.70%
EBITDA Margin
10.08 million
Total Camshafts Produced
`78.40 Crores
PAT
1
Products Launched
11.62%
PAT Margin
0.07
Debt to Equity
2
Corporate Overview
Statutory Reports
Financial Statements
Environment Social
67,632 m3 904
Water Consumption Employees
Governance
9
Directors on Board
4
Female Directors
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PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
4
Corporate Overview
Statutory Reports
Financial Statements
Complete integrated
electric drivelines and
power solutions for
heavy equipment
Leading supplier
partner to marquee
global OEMS Publicly listed
company with
strong financial
position
Global manufacturing
Strong & experienced
footprint
management team and board
with long term strategic vision
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Annual Report 2023-24
What sets PCL apart is not solely our expansive geographic presence
but, more importantly, our dedication to brilliance in manufacturing.
Our avant-garde facilities and engineering prowess stand as
distinguishing pillars, positioning us as a leading force in the industry.
Our Company transcends being merely a Company; we are the living
evidence of precision, innovation, and a firm commitment to the
pursuit of excellence within the automotive manufacturing sector.
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Corporate Overview
Statutory Reports
Financial Statements
Ingenious
Solution-oriented, innovative, and
resourceful problem solving
Indomitable
Raising the benchmark with a ‘never say
die’ attitude
Excellence
Constantly striving towards perfection
Result Oriented
Keen attention to details with sharp focus
on the finish line
Competence
Process-driven company with strong
technical & manufacturing expertise
Energy
High level of enthusiasm and restless for
challenges
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Our Stature
30+ Years
Experience in the
automotive industry
50+
Marquee clients across the
globe
300+ Engineers
Driving extensive production
experience
150+ Variants
of Camshafts, majorly
catering to passenger
vehicles
45+
Customers
8 Facilities
Comprising four foundries
and four machine shops in
Solapur, Maharashtra
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Corporate Overview
Statutory Reports
Financial Statements
Performance
FY 2023-24
46 Machine Camshafts
54 Camshafts Casting
FY 2022-23
65 Machine Camshafts
35 Camshafts Casting
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1992 2018
Incorporated PCL Acquired 76% Stake – MFT
Acquired 51% Stake – EMOSS
1997 2017
PE Investment – CDC Acquired 95% of Equity in
MEMCO
1999 2016
Entered into a JV in India with G Launched IPO and got
Clancey Limited, UK Listed on BSE and NSE
2006 2012
Acquired 51% Stake of G Entered into 2 JVs in
Clancey Limited in the JV China with Shenlong -
SLPCL & PCLSL
& 13
2008 2011
PE Investment – Incorporated PCL
TATA Capital (Shanghai) Company
Limited
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Corporate Overview
Statutory Reports
Financial Statements
2019 2024
Acquired Balance 5% Equity Started construction on a 25 Acres
– MEMCO Greenfield Site For Specialised
Disinvested from JVs in Machining Facility And Electric
China – SLPCL & PCLSL Vehicles
2020 2023
Acquired Balance 49% Enetered MOU with Prospective
Stake – EMOSS Customers for eLCV
Acquired Balance 24% Achieved a Remarkable Milestone,
Stake – MFT Surpassing a Turnover of `1,000
Crores by the Precision Group
2021 2022
Developed India’s first Started Development of
Retrofitted Electric Mid-size Retrofitted eLCV
Bus – Oranje Tiger Diversified Product Portfolio
MOU with Solapur Municipal at PCL (Other than
Corporation and Other Camshafts)
Private Companies for
Electric LCV
Expansion of EMOSS BV in to
Additional 2nd plant
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Corporate Overview
Statutory Reports
Financial Statements
EV Trucks
EMOSS We specialise in the design, development, production, and
testing of innovative electric drivelines. Using our modular
Drivelines
system, we convert a wide range of vehicles to run on
Today's transporters face significant challenges in meeting
electric power, including delivery vans, full electric trucks,
strict pollutant emissions and noise regulations while
and range-extended electric semi-trucks.
adhering to precise delivery time slots. To help address
such issues, we specialise in designing, developing, and
producing cutting-edge electric drivelines and battery
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Annual Report 2023-24
Sweden
Canada
Norway
Austria
Poland
United Kingdom
Brazil Spain
United States
of America
India
France
Mexico
Germany Uzbekistan
China
Hungary
South Korea
New Zealand
Nashik
Solapur
Disclaimer : This map is a generalised illustration only for the ease of the reader to understand the locations, and it is not intended to be used for reference purposes. The
representation of political boundaries and the names of geographical features/states do not necessarily reflect the actual position. The Company or any of its directors,
officers or employees, cannot be held responsible for any misuse or misinterpretation of any information or design thereof. The Company does not warrant or represent any
kind in connection with its accuracy or completeness.
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Corporate Overview
Statutory Reports
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AUTOMOTIVE
COMMON
COMMON
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MESSAGE FROM
THE CHAIRMAN & MD
At Precision Camshafts
Limited, our values of
Purpose, Prowess, and
Progress drive our every
endeavour. We believe in the
power of Purpose, aligning
our actions with a greater
vision to create meaningful
impact in everything we
do. With Prowess, we strive
for excellence, pushing
boundaries and setting new
standards in the industry.
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Corporate Overview
Statutory Reports
Financial Statements
`139.63 Crores
excellence and fostering innovation as
50 renowned global customers and
we progress towards Lakshya 2030.
manufacturing more than 15 diverse
At Precision Camshafts Limited, our EBITDA products for various industries,
values of Purpose, Prowess, and primarily focussed on the automotive
Progress drive every endeavour we space. With a global workforce
undertake. We believe in the power exceeding 2500+ employees, Precision
of Purpose, aligning our actions with
a greater vision to create meaningful
48 %
of revenue
Camshafts Limited has consistently
achieved a year-on-year (YoY) growth
impact in everything we do. With contributed to export rate of 12.16%. We have actively
Prowess, we strive for excellence, pursued the development, validation,
pushing boundaries and setting new and supply of new components and
standards in the industry. Through materials throughout our journey.
pursuing an economic policy agenda
Progress, we embrace innovation and Our offerings have extended beyond
to revitalise the country’s growth
continuous improvement, ensuring camshafts, catering to customers
trajectory, focusing on reviving the
that we evolve with the changing who are powertrain agnostic and not
financial sector, streamlining business
times. Together, these values guide reliant on internal combustion engines
regulations to spur economic activity,
us as we navigate challenges, seize (ICE). Furthermore, we have formed a
and bolstering physical and digital
opportunities, and chart a course dedicated team to diversify our product
infrastructure to enhance connectivity
towards a brighter, more sustainable portfolio and expand the customer
and competitiveness in manufacturing.
future. base to ensure future readiness in line
Industry Landscape with the targets set during Lakshya
Economic Conditions 2030. By successfully expanding
The Indian automobile industry has
The Indian economy demonstrated our camshaft business with existing
served as a trustworthy indicator of
remarkable resilience amid global customers and acquiring new ones, we
economic well-being for long, reflecting
economic uncertainties, achieving over continue to strengthen our client base,
the nation’s growth and technological
7% growth for the third consecutive positioning ourselves for sustained
advancements. The country
year. Projections indicate further growth.
commands a significant position in the
expansion by 7% only in FY 2024-25,
global heavy vehicles market, ranking Segmental Overview
driven by increased public sector
as the largest producer of tractors,
investment, a strong financial sector, MEMCO, Nashik, demonstrated growth
the second-largest manufacturer of
and significant growth in non-food in total income, reaching `50.07 Crores
buses, and the third-largest producer
credit. in FY 2023-24, compared to
of heavy trucks worldwide. According
`53 Crores in FY 2022-23. Our
India has solidified its position as the to the Society of Indian Automobile
Company aims to further expand its
world's third-largest fintech economy, Manufacturers (SIAM), the industry
business by acquiring new customers
trailing only the USA and the UK. produced 2,84,34,742 units in FY
while retaining existing ones.
Surpassing Hong Kong, India now 2023-24 reflecting a 9.6% increase over
holds the fourth spot in global stock FY 2022-23. The sector is poised for MFT, Germany, also experienced
markets, signalling robust domestic future growth, driven by trends such growth, with a total income of
and international investor confidence, as vehicle electrification, especially in `160.81 Crores in FY 2023-24,
buoyed by sustained IPO activity. three-wheelers and small passenger up from `171 Crores in FY 2022-23.
The Indian Government is actively cars. One key trend that will shape
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Looking ahead, we anticipate ongoing We are also working closely with Our inaugural annual
challenges but remains focussed on our valued customers to understand
offsite, ‘Lakshya 2030’,
growth. their unique operational needs and
challenges. The positive feedback
held from 4th March to
EMOSS, Netherlands, witnessed a
that we have received reinforces our 8th, 2024, across Solapur
substantial increase in total income,
reaching `147.69 Crores in FY 2023-
belief that EMOSS EVs are not only and Mahabaleshwar, was
environmentally friendly but also offer a dynamic and purpose-
24, compared to `231.5 Crores in FY
practical and cost-effective solutions
2022-23. EMOSS has a positive order
for businesses. Thus, these vehicles
driven event. The Solapur
book for the next two to three years.
entail a lower cost of ownership segment focused on
Financial Performance compared to diesel vehicles. The setting expectations,
PCL’s revenue from operations positive interactions we have had benchmarking
reached `674.61 Crores in FY 2023- with state and city officials and private
manufacturing practices,
24. The EBITDA for FY 2023-24 is corporations have further reinforced
our confidence in our E-mobility fostering cross-company
`139.63Crores, compared to
`117.97 Crores in FY 2022-23. The offerings for the country. collaboration, and
PAT was recorded at `78.40 Crores PCL is forging multiple supplier establishing high
for the fiscal year, compared to `60.94 and customer partnerships in India, standards for operational
Crores in the previous year. With regard anticipating that these collaborations excellence.
to exports, the total value accounted will be pivotal in the swift development,
for 48 % of the year’s sales, while implementation, and furthering of our
the remaining balance constituted E-mobility initiatives. We anticipate
domestic sales. We are optimistic continued growth in our Indian Speaking of PCL’s initiatives towards
and taking strategic actions to further operations over the next three to four boosting organisational growth, we
strengthen our topline as well as years. At the same time, we are actively are taking several steps to enhance
bottom line, going ahead. directing our attention towards the our manufacturing capabilities
European market, which presents further. Firstly, we are in the process
Electric Mobility of introducing a highly automated
steady demand and promising order
In line with the progress of e-mobility prospects. assembly line for camshafts, which
in India, PCL is actively focussed on will improve efficiency and quality in
developing an electric powertrain Lakshya 2030 production. Additionally, our Company
tailored for sub-four-ton LCVs, targeting Our inaugural annual offsite meet, is setting up a new manufacturing
the thriving Indian market. This effort 'Lakshya 2030', held from 4th March facility dedicated to producing EV
culminated in the successful delivery to 8th March 2024, across Solapur transmission parts. Through this facility,
of our electric commercial vehicles and Mahabaleshwar, was a dynamic we will integrate the latest technology
to valued customers in November and purpose-driven event. The to meet the growing demand for
2023. Such positive impacts of our Solapur segment focussed on electric vehicles.
innovations on businesses and the setting expectations, benchmarking
Furthermore, PCL is investing in a
environment act as a driving force for manufacturing practices, fostering
green sand facility to manufacture
all our endeavours. cross-company collaboration, and
products like differential cases
PCL has successfully delivered electric establishing high standards for
and housings, aligning with our
light commercial vehicles (eLCVs) to operational excellence. The second
commitment to sustainable practices.
a diverse range of customers across part of our offsite meeting took
We are also driving continual
India. This marks a significant step in place at the scenic hill station of
improvement through automation and
ensuring customer confidence in the Mahabaleshwar. Amid stunning
productivity enhancement initiatives
reliability, efficiency, and performance landscapes, we engaged in team-
across our operations. These efforts are
of the EMOSS re-powered electric light building exercises, strengthened
in line with our goal to remain at the
commercial vehicles. bonds, and collectively crafted vision
forefront of innovation and efficiency
and mission statements.
in our industry. All these initiatives not
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Corporate Overview
Statutory Reports
Financial Statements
only align with our individual Company activities aimed at improving the the Board for their support and
goals but also solidify our commitment communities in which we operate. By encouragement. Their guidance has
to a shared vision, propelling us focussing on sustainable practices been instrumental in our success.
towards a prosperous future. and community development, PCL I also want to express my sincere
is dedicated to nurturing sustainable appreciation to our exceptional
Our People communities and fostering a future that Management Team, dedicated staff,
At PCL, we are dedicated to providing prioritises environmental sustainability. and dependable suppliers for their
our employees with a safe and healthy tireless efforts and commitment to
work environment. Our Company Way Forward excellence.
prioritises employee development Over the past thirty years, we have
Above all, I am deeply grateful to
by investing in various training established our Company as a paragon
our stakeholders for their firm belief,
programmes, mentorship, and of excellence, competitiveness, and
continued trust, and invaluable
performance evaluations to enhance customer-centricity. Our commitment
contributions. Your consistent support
career growth and skills. We also to quality has earned us global acclaim
is essential as we embark on this
focus on employee engagement as a premier manufacturer of camshafts
journey towards further growth and
through team-building activities and for passenger cars, with a remarkable
innovation. Let us continue to work
recognition programmes, fostering a 70 % market share in India alone. As we
together, striving for excellence
culture of diversity and inclusion with move forward, we are excited to explore
and shaping the future of Precision
equal opportunities for all employees. new opportunities in the automotive
Camshafts.
industry, particularly in the realm of
Safety considerations form an integral
electric vehicles. Warm regards,
part of PCL’s commitment towards
employee welfare. As such, we ensure I want to extend my heartfelt gratitude Yatin S. Shah
strict adherence to occupational to my esteemed colleagues on Chairman & Managing Director
health and safety regulations.
Appropriate safety training is provided
to all employees and robust safety
protocols are maintained to ensure
a safe workplace environment for
them. Through these initiatives, we
demonstrate our commitment to the
well-being and professional growth of
our valued employees.
Sustainability Commitment
PCL places a strong emphasis
on environmental stewardship.
Recognising the importance of
safeguarding the environment,
we have undertaken significant
initiatives to minimise our Company’s
environmental footprint. We have
implemented in-house water treatment
activities to recycle water and have
established treatment plants. We have
also created green covers across our
facilities.
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464.06 381.76 512.12 626.34 674.61 115.13 97.28 107.90 117.97 139.63
FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24
72.05 61.69 66.07 60.95 78.40 0.04 0.05 0.06 0.05 0.07
FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24
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Corporate Overview
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Financial Statements
7.59 6.50 6.96 6.42 8.25 11.1 9.06 8.92 7.61 8.81
FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24
5.6 8.53 9.06 10.96 11.55 0.95 1.00 1.10 1.00 1.00
FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24
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Annual Report 2023-24
INVESTMENT CASE
We are a globally recognised leader
in producing high-end automotive
solutions. We are renowned for our
innovation, quality, and commitment
to sustainability. With a diverse
portfolio of 15+ products and a
workforce of 2500+ employees,
our Company continues to push
boundaries, setting new standards
for excellence in the industry.
Tremendous Prospects
in the Indian Automobile
Market
The Indian automotive sector is anticipated to reach
USD 300 billion by 2026, riding on robust growth
fuelled by a rising middle-income consumer base and a
dynamic youth population. The nation has emerged as
a key global player, with a CEEW study projecting a USD
206 billion opportunity for EVs by 2030. This forecast
entails a USD 180 billion investment in manufacturing
and charging infrastructure.
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Corporate Overview
Statutory Reports
Financial Statements
Financial Resilience
The Precision Group boasts a robust financial
profile that is strategically positioned to pursue
ambitious growth targets. Our optimal financial
structure, coupled with the ability to maintain
healthy cash and bank balances, empowers us to
achieve operational and strategic objectives with
precision.
Commitment to Shareholder
Returns
Our commitment to shareholder enrichment is
substantiated by a consistent track record of
financial performance. This stability stands as
concrete validation of our well-defined business
strategies, operational efficiency, and adaptability
in navigating shifting market conditions.
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Corporate Overview
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ENVISIONING CUSTOMER-CENTRIC
PROGRESS
Our commitment to delivering excellence in precision engineering and
innovative solutions is not just a business goal, it is a promise we make to every
customer. Each interaction with our customers is an opportunity to build trust
and exceed expectations, driving us closer to our vision of being the most
preferred camshaft supplier globally. For our Company, customer satisfaction
is not just a metric but the cornerstone of our success and the guiding principle
behind every decision we make.
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Corporate Overview
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Our Progress
Elevated internal talent from line
supervisors to section heads
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Financial Statements
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SDGs Impacted
Environmental Leadership
At PCL, environmental sustainability lies at the forefront of
our business operations, as we proactively deploy diverse
strategies to curtail resource consumption, optimise resource
utilisation, and diminish emissions. Our commitment to
contribute towards a cleaner planet is highlighted by our
significant investments in environmental sustainability,
which are integral to our manufacturing processes.
Emissions Scope
1, 2, and 3
We prioritise emission management as a crucial aspect
of our business. While facing challenges in achieving
yearly energy and CO2 reductions, our focus on increasing
efficiency and fuel use alterations guides future
improvements. Our strategic plan involves integrating new
technologies and exploring innovative approaches for
emission reduction.
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Corporate Overview
Statutory Reports
Financial Statements
Sustainable Energy
Practices at PCL
PCL is actively dedicated to utilising renewable energy
sources and reducing energy consumption, ensuring
sustainable electricity usage for future generations. To
honour this commitment, we recently completed the
construction of a 15 MW solar power plant at Mangalwedha,
which it was connected to the grid with net metering in July
2023. Anticipated to generate ample electricity to meet the
entire energy needs of the facility, any surplus power will
be directed to the grid. This installation marks a significant
achievement in our quest to reduce carbon emissions by
20% before 2025. Beyond contributing to environmental
sustainability, the solar power plant is expected to yield cost
savings, underscoring the mutually beneficial impact of this
initiative on both our Company and the environment.
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Effluent Management
Effluent management stands as a pivotal element in PCL's
waste management strategy, as our Company aspires to be
water-positive. Our primary focus is on minimising effluents
and maximising recycling and reusing practices within
our facilities. Through continuous monitoring and review,
we identify and address gaps in our effluent management
system.
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Corporate Overview
Statutory Reports
Financial Statements
People
We place a high priority on cultivating unity and
enthusiasm among our employees as they collaborate
towards achieving organisational goals. We
acknowledge the pivotal role that employees play in
strategic thinking and their contribution towards driving
future growth. To create a supportive work environment
for empowering employees, we seamlessly incorporate
employee engagement initiatives into our human
resource management processes.
Employee Diversity
Employee diversity is a core aspect of PCL's operations. 904
We've established a robust framework to create an Employees
inspiring workplace with experts from diverse fields.
Our focus is on attracting, developing, and retaining
top talent, while upholding values of trust, integrity, and
respect.
884
Our employment agenda offers ambitious growth plans, Permanent Employees
unparalleled career opportunities, and comprehensive
training to nurture a workforce of passionate individuals.
This approach is in line with our dedication to fostering
a diverse and inclusive workforce, integrating diversity
into our processes, and valuing meritocracy, fairness,
20
Other than Permanent
and ethics.
Employees
PCL ensures equal opportunities for all employees,
regardless of background. We consistently implement
initiatives to enhance diversity and inclusion, striving to
create an inclusive work environment.
5.42
Male to Female Ratio
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Corporate Overview
Statutory Reports
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`154.54 Lakhs
Investment in CSR Projects for FY 2023-24
13,24,192
Total Beneficiaries impacted
through CSR Projects
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BOARD OF DIRECTORS
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Corporate Overview
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Financial Statements
MANAGEMENT TEAM
Mr. Anit Pal Singh Mr. Rajkumar Kashid Mr. Viplav Roy Mr. Deepak Kulkarni
Chief Operating Officer GM – Human Resources DGM – Projects and DGM – Projects
Machine Shop
Mr. C S Singh Mr. Oliver Heldt Mr. Arnold Lars Mr. Micael Brauer
AGM – Machine Shop Managing Director – MFT Sales - MFT CFO - MFT
Mr. Patrik Heuts Mr. Anantkumar Malekar Mr. Jacob Van Rijswijk Mr. Martijen Williams
Chief CTO-Emoss CFO-Emoss CSO-Emoss COO EMOSS
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2022 Excellence in Quality Award & for Being the First Private
Best Quality Supplier Award Excellence in CSR Award 2018 Equity Partnership for year
From Toyota Industries Engine AWARD 2008
India Pvt. Ltd. The Machinist: Super Shop
Tata Capital Recognition
Floor Award
Gold Category for the Best Overall Exporter Category for year
Year 2020 (Medium) & Best Manufacturer 2007
Zero Defect Supplies Award Exporter (Medium) for year Eepc India Western Region
From Toyota Industries Engine D & B Ecgc Medium Enterprises Award For
India Pvt. Ltd. Excellence In Export
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MANAGEMENT
DISCUSSION & ANALYSIS
Corporate Overview
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Financial Statements
Economy Review
Economic Conditions
The global economy is estimated to continue its steady growth momentum for 2024 and 2025. Notably, the growth rate
for the two years is projected at 3.2%, which would coincide with that for 2023. This progress can be vastly accredited to
the developing markets of emerging economies, which have undergone significant expansion. The growth rate for such
economies is expected to rise from 1.6% in 2023 to 1.7% in 2024, and elevate further to 1.8% by the year 2025.
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Indian Economy
India showcased exceptional economic resilience in FY 2023-24, achieving a noteworthy growth rate of 7.6% driven by various
factors. These included improved corporate and bank balance sheets, a resurgence in rural consumption, and a slight uptick in
private consumption. Additionally, the sustained growth in gross fixed capital formation maintained a double-digit rate, making
a substantial contribution to the positive economic trajectory.
Notably, domestic demand conditions remained robust, despite the challenges prevailing in the global market. There was a
significant rise in e-way bills and toll collections in February 2024. Furthermore, the Indian Government invested substantially in
public infrastructure and towards the strengthening of the financial sector. These investments played a pivotal role in stabilising
the economy amid several external uncertainties.
(Source: https://pib.gov.in/PressReleaseIframePage.aspx?PRID=2010223#:~:text=The%20growth%20rate%20of%20GDP,growth%20rate%20of%20
9.1%20percent)
46
Corporate Overview
Statutory Reports
Financial Statements
F - Forecasts
47
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
(Source: https://www.siam.in/press-release.aspx?mpgid=48&pgidtrail=50)
48
Corporate Overview
Statutory Reports
Financial Statements
49
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Indian Perspective
The forecast for the upcoming fiscal year indicates a
moderation in annual revenue growth for leading auto-
component manufacturing companies. Notably, the
estimates for the sector range from 5-7%, with the adjustment
driven by anticipated declines in both domestic volumes
and exports.
50
Corporate Overview
Statutory Reports
Financial Statements
5.99 billion by 2032, with a compound annual growth rate India Automotive Camshaft Market Competition 2023
(CAGR) of 5.20% from 2023 to 2032. The Indian market for
10,000 Monopoly
automotive camshafts saw a significant growth of 20.09%
9,000
in 2022 compared to 2021, with a 5.81% CAGR from 2017.
8,000
However, the competitiveness of the market has decreased,
7,000
as indicated by the increase in the Herfindahl-Hirschman
6,000
Index (HHI) from 1,858 in 2017 to 2,369 in 2022. A lower
5,000 Modrate Competion
HHI suggests a more competitive market with more players,
4,000
whereas a higher index indicates fewer competitors. This
3,000
shift suggests that India is increasingly relying on domestic
2,000
production to satisfy the demand for automotive camshafts in
1,000
the country.
0 Highly Fragmented
In 2023, the Herfindahl-Hirschman Index (HHI) for India’s 2017 2018 2019 2020 2021 2022
(Source: https://www.marketresearchfuture.com/reports/automotive-
camshaft-market-11576
https://www.6wresearch.com/industry-report/india-automotive-
camshaft-market-outlook)
Outlook
Looking ahead, the accelerating trend towards vehicle
electrification presents promising opportunities for
companies in the automotive camshaft market. The
emergency of new technologies is necessitating innovative
designs and components, including camshafts, further
driving the demand. Additionally, the extensive use of
camshafts in heavy-duty diesel engines for mining and
construction equipment contributes to a positive outlook for
future growth in this sector.
51
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Product Linked Incentive Scheme (PLI) emissions regulations have amplified interest in EVs. This surge
in EV sales presents promising opportunities for India’s auto
The Union Cabinet, led by the Prime Minister, has launched a
components industry.
Production-Linked Incentive (PLI) Scheme for the automobile
and auto components sectors, with a budget allocation of
USD 3.5 billion. This initiative aims to stimulate the domestic
production of advanced automotive technology by offering
financial incentives of up to 18%. In the process, it targets
to facilitate significant investments into the automotive
manufacturing value chain. Eligible products manufactured
in India from 1st April 2022 onwards, will benefit from these
incentives over a span of five consecutive years.
52
Corporate Overview
Statutory Reports
Financial Statements
and steel have surged, leading OEMs to hike vehicle prices. Company Overview
However, these substantial price hikes are expected to dampen Precision Camshafts Limited (also referred to as ‘PCL’ or
consumer demand, and lead to a potential clouding of the ‘The Company’) has earned global recognition as a leading
industry’s outlook. manufacturer of camshafts, producing a comprehensive
range of camshafts under one roof. Since its inception in
Technical Transformations 1992, the Company has emerged as a dominant player in
The automotive industry is grappling with technological shifts the camshaft manufacturing industry. Its achievements
like emission regulations and electric mobility. Transitioning to are the result of its unyielding dedication to maintaining a
the BS-VI norms posed challenges for Indian auto component robust quality management system, adhering to world-class
manufacturers due to technology complexities and reliance production standards, and undertaking continuous efforts
on imports. Joint ventures with leading firms offer a solution, for improvement.
granting access to new technologies and broader markets.
With a strong emphasis on engineering, research &
Efforts towards technology upgrades include modular
development (R&D), PCL has broadened its capabilities to
platforms and platform sharing initiatives by both Indian and
become a self-reliant provider of automotive solutions. The
foreign firms.
PCL Group of companies, including Memco Engineering
Private Limited, MFT Motoren und Fahrzeugtechnik GmbH,
High and Non-uniform Taxes and Emoss Mobile Systems B.V., enables the Company to
India’s auto components industry grapples with high and offer essential automotive and non-automotive components.
non-uniform tax rates, ranging from 18% to 28% GST, along Additionally, it provides electric mobility solutions, to top-tier
with compensation cess ranging from 1% to 22%. This lack automotive original equipment manufacturers (OEMs).
of uniformity discourages domestic production, particularly
in certain sub-segments. Additionally, auto components for
EVs come with high GST rates, which can hinder domestic
production. Streamlining taxes and duties on auto components
is crucial to foster indigenisation and attract investments,
especially in critical areas like batteries and power electronics.
53
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
PCL takes pride in its ability to promptly address customer and collaboration, while in Mahabaleshwar, the Company
needs. The Company highly values its employees and built team cohesion and crafted a shared vision for the
emphasises sustainability through its corporate social future. The second part of the offsite took place in the scenic
responsibility initiatives. hill-station of Mahabaleshwar. Amid stunning landscapes,
team-building exercises were conducted, bonds were
PCL’s inaugural annual offsite meet, ‘Lakshya 2030’, held
strengthened, and the Company’s vision and mission
from 4th to 8th March 2024, in Solapur and Mahabaleshwar,
statements were crafted collectively. These sessions aligned
aimed to set a bold course for PCL and its subsidiaries till
with the Company goals and solidified the commitment to
2030. In Solapur, the focus was on operational excellence
a shared vision, propelling the group towards a prosperous
future.
Performance Overview
Financial Overview
Standalone and Consolidated
Standalone Consolidated
Particulars For the Year Ended For the Year Ended For the Year Ended For the Year Ended
31st March 2024 31st March 2023 31st March 2024 31st March 2023
Total Revenue 70,0026.71 65,432.41 1,05,976.30 1,10,979.40
Total Expense 56,063.45 53,635.16 93,094.37 96,953.17
Earnings Before Interest,
Tax, Depreciation and 13,963.26 11,797.25 12,881.93 14,026.23
Amortisation (EBITDA)
Profit before Tax
(PBT) and Exceptional 9,950.99 8,341.06 4,187.98 6,027.80
Items
Exceptional Items 0 0.00 1,829.19 0.00
PBT 9,950.99 8,341.06 6,017.17 6,027.80
Total Tax Expense 2,110.00 2,246.24 1,981.86 1,399.21
Profit/Loss for
7,840.99 6,094.82 4,035.31 4,628.59
the Year
EPS (Basic) 8.25 6.42 4.25 4.87
EPS (Diluted) 8.25 6.42 4.25 4.87
Performance Overview
During the financial year under review, the Company recorded
a total revenue of ` 70,026.71 Lakhs on a standalone basis,
compared to ` 65,432.41 Lakhs in 2022-23. The profit after tax
(PAT) for the year amounted to ` 7,840.99 Lakhs, as opposed to
` 6,094.82 Lakhs recorded in the previous year.
Consolidated
On a consolidated basis, the total revenue amounted to
`1,05,976.30 Lakhs, compared to `1,10,979.40 Lakhs in the
previous year. The PAT for the year was `4,035.31 Lakhs, in
contrast to the profit of `4,628.59 Lakhs earned in the previous
year.
Intense Competition PCL’s market share, its margin structure, and the The Company utilises its market leadership,
returns on its invested capital may be impacted technological expertise, established strategic
by the heightened competition in the automotive alliances, and strong customer relationships to
supplies sector. mitigate this risk. Additionally, its early engagement
with customers for design and development
solutions further keeps it ahead of its competitors.
55
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
56
Corporate Overview
Statutory Reports
Financial Statements
Auditors, and the Independent Audit Committee of the Board about compliance with internal controls. Additionally,
of Directors of the Company. it apprises them about the efficiency and effectiveness
of the Company’s operations as well as the key process
PCL works under the SAP environment and helps gain
risks.
control of every stage, from procurement to manufacturing
and sales. Additionally, the Company has in place adequate PCL also maintains controls by keeping unpublished
controlling systems to curb production wastage and price sensitive information as confidential. All the
inculcate processing efficiency. directors of the Board, the Senior Management, the
Auditors (Internal, Statutory and Secretarial) team,
Some features of internal control systems include: -
and the employees of the Company listed as insiders
The Audit Committee of PCL comprises Independent comply with code of conduct of insider trading and
Directors and Executive Director who regularly review a Code of Practices and Procedures for Fair Disclosure of
range of critical attribute of the Company. These include Unpublished Price Sensitive Information.
significant audit findings, the adequacy of internal
controls, compliance with accounting standards, and Cautionary Statement
the reasons for changes in accounting policies and
The information and opinion expressed in this report as well
practices, if any.
as the Board’s Report describing the Company’s objectives,
PCL consistently maintains comprehensive information projections, estimates, and expectations may be ‘forward-
security and undertakes continuous upgrades to the looking statements’ within the meaning of applicable laws
Company’s IT systems. Its supplier and customer and regulations. Actual results might differ substantially
relations management departments are also regulated or materially from those expressed or implied. Important
well through the connection of its different locations, developments that could affect the Company’s operations
dealers and vendors for efficient and convenient include a downtrend in the spend by the Government in
information exchange. agriculture and infrastructure, significant changes in political
and economic environment in India, volatility in the prices
The Company’s team of internal auditors operates in
of major raw materials and its availability, taxation laws,
line with the best governance practices. It reviews and
exchange rate fluctuations, interest, and other costs.
reports to the Management and the Audit Committee
57
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
BOARD’S REPORT
To,
The Members,
Precision Camshafts Limited (Company)
The Board of Directors (Board) is pleased to present their THIRTY SECOND ANNUAL REPORT on the business and operations of
the Company together with the Audited Standalone and Consolidated Financial Statements for the year ended 31st March 2024.
1. FINANCIAL RESULTS
The Company’s financial performance for the Financial Year under review along with previous year’s figures is given hereunder:
(` in Lakhs)
Particulars Standalone Consolidated
For the Year For the Year For the Year For the Year
ended ended ended ended
31st March 2024 31st March 2023 31st March 2024 31st March 2023
Total Revenue 70,026.71 65,432.41 1,05,976.30 1,10,979.40
Total Expenses 56,063.45 53,635.16 93,094.37 96,953.17
Earnings before interest, tax, 13,963.26 11,797.25 12,881.93 14,026.23
depreciation and amortisation (EBITDA)
Profit Before Tax & Exceptional Items 9,950.99 8,341.06 4,187.98 6,027.80
Exceptional items 0.00 0.00 1,829.19 0.00
Profit before tax 9,950.99 8,341.06 6,017.17 6,027.80
Total Tax Expenses 2,110.00 2,246.24 1,981.86 1,399.21
Profit/(Loss) for the year 7,840.99 6,094.82 4,035.31 4,628.59
EPS (Basic) 8.25 6.42 4.25 4.81
EPS (Diluted) 8.25 6.42 4.25 4.81
n a consolidated basis, the total revenue was ` 1,05,976.30 Lakhs as against ` 1,10,979.40 Lakhs in the previous year.
O
The profit after tax for the year stood at ` 4,035.31 Lakhs as against profit of ` 4,628.59 Lakhs in the previous year.
Outlook of the business has been discussed in detail in the Management Discussion and Analysis which forms part of this
Annual Report.
owever, the Company via Postal Ballot conducted through remote e-voting results of which were declared on 19th
H
November 2023 altered its Memorandum of Association of the Company and added clause 2,3 and 4 after sub-clause 1.
The Company entered the business of manufacturing of EV vehicles, Kits and retrofitting of the EV kits in commercial
vehicles in Indian Market.
4. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amounts to the General reserve. For complete details
on movement in Reserves and Surplus during the financial year ended 31st March 2024, please refer to the ‘Statement of
Changes in Equity’ included in the standalone and consolidated financial statements of this Annual report.
58
Corporate Overview
Statutory Reports
Financial Statements
5. DIVIDEND
our Board is pleased to recommend a final dividend of ` 1/- per equity share (10%) for the Financial Year ended 31st March
Y
2024. If the dividend so recommended is declared by the members at the ensuing 32nd Annual General Meeting, the total
cash outflow towards dividend would be ` 949.86/- Lakhs.
In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI
LODR) the Company has formulated a Dividend Distribution Policy. The Dividend Distribution Policy of the Company is also
hosted on the website of the Company at PCL - Dividend Distribution Policy.
6. SHARE CAPITAL
During the Financial Year under review, there was no change in the capital structure of the Company. Consequently, the
issued, subscribed and paid-up equity share capital of the Company is ` 9,498.58 Lakhs divided into 9,49,85,835 Equity
Shares of ` 10/- each. The Company has not allotted any Equity Shares under the exercise of stock options under Precision
Camshafts Limited Employee Stock Option Scheme 2015 (“PCL ESOS 2015”).
8. CREDIT RATING
The recent Credit rating on standalone basis is: -
59
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
As on 31st March 2024, Non-Executive Directors on the 11. A STATEMENT REGARDING OPINION OF THE BOARD
Board are as mentioned below: - WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY)
Sr. Name Designation
OF THE INDEPENDENT DIRECTORS APPOINTED
No.
DURING THE YEAR.
1. Dr. Suhasini Y. Shah Non- Executive Non-
Independent Director The Board of Directors considered that Ms. Apurva
2. Mrs. Savani A. Laddha Independent Woman P. Joshi, Mr. Suhas J. Ahirrao and Mrs. Anagha S.
Director Anasingaraju possess the requisite expertise and
3. Dr. Ameet N. Dravid Independent Director experience (including the proficiency) and they are
4. Ms. Apurva P. Joshi* Independent Director persons of high integrity and repute and accordingly
approved their appointment/re-appointment as
5. Mr. Suhas J. Ahirrao* Independent Director
Independent Director(s). Other than the above, there
6. Mrs. Anagha S. Independent Director
are no other appointments / re-appointments for
Anasingaraju*
Independent Directors of the Company in Financial Year
*Ms. Apurva P. Joshi, Mr. Suhas J. Ahirrao and Mrs. Anagha 2023-24.
S. Anasingaraju were appointed as Additional Directors on
29th March 2023 and their appointment was confirmed by the 12. BOARD MEETINGS
members of the Company vide postal ballot through remote
he Board meets at regular intervals to discuss and
T
e-voting, results of the same declared on Friday, 12th May 2023.
decide on Company / business policy and strategy
apart from other Board business. Notice of the Board
10. DECLARATION FROM INDEPENDENT DIRECTORS
meeting is given well in advance to all the Directors. The
The Company has received declarations from all the Agenda of the Board / Committee meetings is set by the
Independent Directors of the Company confirming that Company Secretary in consultation with the Chairman
they meet the criterion of Independence as prescribed and Managing Director and Chief Financial Officer of the
under Section 149 (6) of the Companies Act, 2013 (Act) Company. The Agenda for the Board and Committee
and Regulation 16 (1) (b) of SEBI LODR. meetings covers items set out as per regulations in SEBI
In terms of Regulation 25(8) of the SEBI LODR, the LODR and Act to the extent it is relevant and applicable.
Independent Directors have confirmed that they are The Agenda for the Board and Committee meetings
60
Corporate Overview
Statutory Reports
Financial Statements
includes detailed notes on the items to be discussed at accordance with the provisions of the Companies Act,
the meeting to enable the Directors to take an informed 2013 and Rules made thereunder and is within the
decision. ceiling limits as provided thereunder and approved by
the shareholders.
uring the Financial Year under review, 6 (Six) Board
D
Meetings were convened and held on 10th April 2023, The Company’s policy of remuneration of the senior
26th May 2023, 10th August 2023, 18th October 2023, management is structured to attract and retain the talent
9th November 2023 and 8th February 2024 respectively. and is in turn dependent on following key parameters:
The maximum interval between any two meetings was 1. Complexities and criticality of the jobs
well within the maximum allowed gap of 120 days.
2. rofile of the employee in terms of his / her
P
qualification and experience
13. MEETING OF INDEPENDENT DIRECTORS
I n compliance with the provisions of Schedule IV of the 3. eneral trends in the industry and market for a
G
Act and Regulation 25(3) of SEBI LODR, a meeting of similar talent
Independent Directors was held on 25th March 2024 to 4. I ncorporation of an element of motivation by way
review the performance as per Regulation 25(4) of SEBI of remuneration linked to specific performances
LODR and Schedule IV of the Companies Act, 2013. wherever applicable
The Independent Directors expressed their satisfaction s a policy of the Company, the Non-executive Directors
A
with the quality, quantity and timeliness of flow of are paid commission as a percentage of profit based on
information between the Company Management and the performance evaluation for that financial year under
the Board. All Independent Directors were present at review.
the meeting.
16. PARTICULARS OF EMPLOYEE REMUNERATION
14. COMMITTEES OF BOARD
Disclosures with respect to the remuneration of
Details of all the Committees along with their charters, Directors, KMPs and employees as required under
compositions and meetings held during the year are Section 197(12) of the Companies Act, 2013 read
provided in the report on Corporate Governance which with Rule 5(1) of the Companies (Appointment and
forms part of this Annual Report and is also available Remuneration of Managerial Personnel) Rules, 2014 are
on the website of the Company at PCL - Corporate given in Annexure D to this Report.
Governance.
There were no employee(s) in receipt of remuneration
15.
COMPANY’S POLICY ON DIRECTORS, KMPS AND of ` 1.02 Crores or more per annum or in receipt of
EMPLOYEES APPOINTMENT AND REMUNERATION remuneration of ` 8.50 Lakhs per month, under Rule
5(2) of the Companies (Appointment and Remuneration
he Company has in placed a Policy on Directors’
T
of Managerial Personnel) Rules 2014 except employees
appointment and remuneration of the Directors, Key
mentioned in Annexure D of this Report. Industrial
Managerial Personnel (KMP) and other employees
relations continued to be cordial during the year.
including criteria for determining qualifications, positive
attributes, independence of a director and other
17.
COMMISSION OR REMUNERATION FROM
matters. It is available on the website of the Company
SUBSIDIARY
at PCL - Appointment and Remuneration of Directors,
KMPs and employees. During the Financial Year under review, Mr. Karan Y.
Shah, Whole–time Director of the Company has received
The Company pays remuneration by way of salary, remuneration of ` 30,00,000 from MEMCO Engineering
perquisites, allowances, variable pay, commission Private Limited – Wholly Owned Subsidiary (WOS) of the
and retirement benefits to its Executive Directors. Company.
The remuneration to the Executive Director(s) is in
61
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
18.
STATEMENT ON FORMAL ANNUAL EVALUATION 21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
OF THE PERFORMANCE OF THE BOARD, ITS WITH RELATED PARTIES
COMMITTEES AND DIRECTORS All contracts/ arrangements/ transactions entered by
The Board of Directors has carried out an annual the Company during the Financial year ended 31st March
evaluation of its own performance, board committees 2024 with related parties were on an arm’s length basis
and individual directors, pursuant to the provisions of and were in the ordinary course of business. There
the Act and Regulation 19 read with Schedule II, Part D were no material related party transactions (RPTs)
of the SEBI LODR. undertaken by the Company during the Financial Year
that require Shareholders’ approval under Regulation
he performance of the Board was evaluated by the
T
23(4) of SEBI LODR or Section 188 of the Act.
Board after seeking inputs from all the Directors on
the basis of criteria such as the board composition and The approval of the Audit Committee was sought for
structure, effectiveness of board processes, information all RPTs. Certain transactions which were repetitive
and functioning, etc. in nature were approved through omnibus route. All
the transactions followed the applicable provisions of
The performance of the Committees was evaluated
the Act and SEBI LODR. Therefore, the disclosure of
by the Board after seeking inputs from the committee
related party transactions as required under Section
members based on criteria such as the composition of
134 (3)(h) of the Act in Form AOC-2 is not applicable
committees, effectiveness of committee meetings, etc.
to the Company and hence the same is not provided.
The Board and Nomination and Remuneration Committee (Please refer Note No. 33 to the Standalone Financial
reviewed the performance of individual Directors based Statements).
on criteria such as the contribution of the individual
Director to the Board and committee meetings like 22. EXPLANATION OR COMMENTS ON QUALIFICATIONS,
preparedness on the issues to be discussed, meaningful RESERVATIONS OR ADVERSE REMARKS OR
and constructive contribution and inputs in meetings, etc. DISCLAIMERS MADE BY THE STATUTORY AUDITORS,
SECRETARIAL AUDITORS
I n a separate meeting of Independent Directors, the
performance of Non- Independent Directors and the There were no qualifications, reservations or adverse
Board was evaluated. Additionally, they also evaluated remarks made by the Statutory Auditors in the Audit
the Chairman of the Board. The Board also assessed the Report on the Standalone and Consolidated Financial
quality, quantity and timeliness of the flow of information Statements for the Financial year ended 31st March 2024.
between the Company management and the Board that The Report of Secretarial Auditors for the Financial Year
is necessary for the Board to effectively and reasonably ended 31st March 2024 is also unmodified.
perform their duties.
62
Corporate Overview
Statutory Reports
Financial Statements
25. SUBSIDIARIES AND ACQUISITIONS Camshafts, Bearing Caps, Engine Brackets and
The Company has 2 (Two) subsidiaries, 2 (Two) step Prismatic Components (i.e. brake and chassis
down subsidiaries as on 31st March 2024. components, machining of all casting materials).
MFT enjoys long term relationships with marquee
a)
PCL (International) Holding B.V. (“PCL NL”) –
global customers like Volkswagen, Audi, Opel,
Wholly Owned Subsidiary (WOS)
Westphalia, Hatz, Suzuki etc.
CL NL is a WOS of the Company in Netherlands.
P
d) Emoss Mobile Systems B.V. (“EMOSS”) – Step
The existing customer base of the Company is
Down Subsidiary
predominantly located in Europe and hence to
facilitate coordination between Company and MOSS is a one-of-a-kind business that designs,
E
customers WOS was formed. The Company through develops, produces and supplies complete electric
this WOS holds 100% stake in EMOSS Mobile powertrains for trucks, busses, military vehicles and
Systems B.V. (Netherlands) and MFT Motoren heavy equipment. EMOSS business model includes
und Fahrzeugtechnik GmbH (Germany). Other conversion of diesel trucks into ready to use electric
objective of having PCL (International) Holding trucks. The Company also manufactures “ready
B.V. is to monitor the performance and reporting of to assemble modular kits” which are assembled
subsidiaries centrally. onto the chassis. EMOSS provides an end-to-end
solution to its customers which includes research
uring the Financial Year under review, on
D
and development, engineering, production, testing,
Consolidated basis PCL NL registered a total revenue
certification, delivery and post-sales service.
of ` 3 0,943.27 Lakhs as against ` 40,229.34 Lakhs
EMOSS also provides real-time power management
in the previous year. The net loss for the year
and tracking via an integrated cockpit setup. The
stood at ` 3,756.35 Lakhs as against net loss of
trucks powered by Electric Drivelines can carry a
` 1,412.86 Lakhs in the previous year.
maximum payload of 50 tons with a mobility of up
b) Memco Engineering Private Limited (“MEMCO”) to 350 km which may be extended beyond 500 km
– WOS with long range extenders developed by EMOSS.
Acquisition has paved access to electrical mobility
EMCO is a WOS of the Company based in
M
markets such as Europe, North America, Australia
Nashik, Maharashtra, India. It is engaged in
and New Zealand.
the business of manufacturing fuel injection
components for conventional CRDi diesel engines,
The Company has formulated a policy for
brake components, high pressure diesel injector determining “material” subsidiaries is available
connectors for naval ships and high precision on the website of the Company at PCL - Policy for
instrumentation components. MEMCO enjoys long determining Material Subsidiaries.
term relationships with marquee global customers
like Bosch, Delphi, Endress Hauser and Giro. 26. STATEMENT CONTAINING THE SALIENT FEATURES
OF THE FINANCIAL STATEMENTS OF SUBSIDARIES /
uring the Financial Year under review, on MEMCO
D
ASSOCIATE COMPANIES / JOINT VENTURES
registered a total revenue of ` 5 ,006.33 Lakhs as
against ` 5 ,339.19 Lakhs in the previous year. The Further a statement containing salient features of the
net loss for the year stood at ` 22.98 Lakhs as against financial statements of subsidiaries in the prescribed
net loss of ` 24.42 Lakhs in the previous year. format AOC-1 is appended as Annexure-A to this Report.
The statement also provides details of performance and
c)
MFT Motoren und Fahrzeugtechnik Gmbh financial position.
(“MFT”) – Step Down Subsidiary
There has not been any material change in the nature of the
MFT is engaged in the business of manufacturing business of the Subsidiaries. As required under SEBI LODR
Balancer Shafts (i.e. fully machined, hardened and and Act, the consolidated financials of your Company and
balanced vertical and horizontal Balancer shafts), Subsidiaries are provided in this annual report.
63
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
27. STATEMENT ON RISK MANAGEMENT POLICY During the Financial Year under review, these controls
The Company has in place Risk Management Committee were tested and the observations of the Auditors were
to identify, assess, monitor and mitigate various risks addressed by the Company after taking necessary
to the Company. The Company’s future growth is steps to strengthen the financial controls and improve
linked with general economic conditions prevailing the systems. Statutory Auditors have also certified
in the market. Management has taken appropriate adequacy of internal financial controls systems over
measures for identification of risk elements related to financial reporting based on the internal control over
the Industry, in which the Company is engaged, and is financial reporting criteria established by the Company
always trying to reduce the impact of such risks. The considering the essential components of internal
Company has also formulated Risk Management Policy control, as stated in the Guidance Note on Audit of
and Risk Management Systems are evaluated by the Internal financial controls over financial reporting issued
Audit Committee.
by the Institute of Chartered Accountants of India.
The Company has adopted a Risk Management Policy in
accordance with the provisions of the Act and Regulation 30. DEPOSITS
21 of the Listing Regulations. Risk Management Policy During the Financial Year under review, the Company
is hosted on website of the Company at PCL - Risk has not accepted any deposits.
Management Policy.
31.
SECRETARIAL AUDIT REPORT AND ANNUAL
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS SECRETARIAL COMPLIANCE REPORT
PASSED BY REGULATORS OR COURTS OR TRIBUNALS
ursuant to the provisions of Section 204 of the Act
P
IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATION IN FUTURE and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board
uring the Financial Year under review, there were no
D
appointed M/s. J B Bhave & Co., Company Secretaries,
significant and material orders passed by regulators or
Pune as the Secretarial Auditors of the Company for the
courts or tribunals impacting the going concern status
and Company’s operation in future. Investigation under Financial Year 2023-2024. There are no qualifications/
Section 210 of Companies Act 2013 has been initiated observations/ remarks in the Secretarial Audit Report
by Ministry of Corporate Affairs on 17th December 2021. for the Financial Year ended 31st March 2024 which
The investigation is under process. is annexed herewith as an Annexure H to the Annual
Report.
29.
STATEMENT IN RESPECT OF ADEQUACY OF
Pursuant to SEBI Circular CIR/CFD1/27/2019 dated
INTERNAL FINANCIAL CONTROL WITH REFERENCE
8th February 2019 all listed entities shall, additionally, on
TO THE FINANCIAL STATEMENTS
annual basis, submit a report to the stock exchange(s)
The Company has in place adequate internal financial
on compliance of all applicable SEBI Regulations and
controls with reference to the Financial Statements. The
circulars / guidelines issued thereunder within 60 days
policies and procedures adopted by the Company covers
of end of Financial Year. Such report shall be submitted
orderly and efficient conduct of business including
by Company Secretary in practice to the Company in
adherence to the Company’s policies, safeguarding of
the assets of the Company, prevention and detection the prescribed format. The Company has received this
of fraud and errors, accuracy and completeness of report from M/s J.B. Bhave & Co., Company Secretaries,
accounting records and the timely preparation of Pune for the Financial Year ended 31st March 2024 and
reliable financial information. The Audit Committee it has been submitted to the stock exchange(s) within
periodically reviews the internal control systems with the stipulated time. The said report form’s part of this
the Management, Internal Auditors and Statutory Annual Report as Annexure I.
Auditors test the adequacy of internal audit functions.
64
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Statutory Reports
Financial Statements
32. CORPORATE SOCIAL RESPONSIBILITY (CSR) Detailed Annual Report on CSR activities for the Financial
The Company’s guiding principle for CSR is to build its Year ended 31st March 2024 is given as Annexure C
relationship with stakeholders and the community at and CSR Policy is also disclosed on the website of the
large, and to contribute to their long term social good Company at PCL - CSR Policy.
and welfare.
33.
PCL ESOS 2015 – INFORMATION REGARDING
As on 31st March 2024, the composition of Corporate ALLOTMENTS DURING THE YEAR
Social Responsibility (CSR) Committee is as follows:
uring the Financial Year ended 31st March 2024, in
D
Sr. Name Designation terms of PCL ESOS 2015, the Company has not allotted
No. any Equity Shares on exercise of vested options and no
1. Mr. Yatin S. Shah Chairman fresh grant was made by the Company.
2. Dr. Suhasini Y. Shah Member The disclosures in compliance with Section 62 of the
3. Dr. Ameet N. Dravid Member Companies Act, 2013 read with Rule 12 of Companies
4. Ms. Apurva P. Joshi Member (Share Capital and Debentures) Rules, 2014, SEBI
(Share Based Employee Benefits) Regulations, 2014 are
5. Mr. Suhas J. Ahirrao Member
as follows:
Total No. of Shares covered by ESOP Scheme approved by the 6,00,000 (Six Lakhs) Equity Shares
Shareholders
Grant I II Total
Options granted - - -
Options Vested - - -
Options exercised - - -
The total number of shares arising as a result of exercise of option - - -
Options forfeited - - -
Options lapsed - - -
Extinguishment or modification of options - - -
The exercise price ` 10/- ` 10/- ` 10/-
Pricing formula As per the ESOS Scheme approved by the
members of the Company.
Variation of terms of options NA NA NA
Money realised by exercise of options - - -
Total number of options in force NIL
Employee wise details of options granted to:
i. Key Managerial Personnel & Senior Managerial Personnel NA NA NA
ii. ny other employee who receives a grant of options in any one
A NA NA NA
year of option amounting to 5% or more of options granted
during that year
iii. Identified employees who were granted option, during any one NA NA NA
year, equal to or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the Company at the
time of grant.
Issued Capital (excluding outstanding warrants and conversions of NA NA NA
the Company at the time of grant. (Only in case of Listed Companies)
Diluted EPS calculated in accordance with International Accounting NA NA NA
Standard (IAS) 33
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Annual Report 2023-24
66
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Statutory Reports
Financial Statements
67
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
available on the website of the Company at PCL - Code General Meeting or notice regarding deduction of tax at
of conduct for Board and Senior Management. source (TDS) for dividend payment etc.
All Directors and Senior Management members
45.
CONTRIBUTION OF INDEPENDENT DIRECTORS TO
have affirmed their compliance with the said Code. THE GROWTH OF THE COMPANY
A declaration pursuant to the Regulation 26 (3) read
The Board of Directors of the Company strategically
with Part D of the Schedule V of the SEBI LODR, 2015
comprises of Independent Directors from different
signed by Managing Director to this effect forms part of
domains which adds value to the Company. Every
Corporate Governance Report of this Annual Report.
Independent Director with his expertise and integrity
has earned a vast experience and reputation in the
42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
industry. Our Independent Directors are experts in
REPORT
Finance, Company Laws, Forensic Audits, Corporate
A detailed Business Responsibility and Sustainability Restructuring, Commercial Laws and Audit. These
Report in terms of the provisions of Regulation 34 of domains are integral part of every business and therefore
the SEBI LODR is available as a separate section in the the collective expertise of these board members ensure
Annual Report. that we are up to the mark with the global leaders in
terms of ethics, corporate governance, best industry
43.
COMPLIANCE OF APPLICABLE SECRETARIAL practices, transparency and technology.
STANDARDS
The Company is in compliance of applicable secretarial 46.
DETAILS OF APPLICATION MADE OR ANY
standards issued by the Institute of Company PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR.
Secretaries of India from time to time.
During the year, the Company has not made any
44. INVESTOR EDUCATION AND PROTECTION FUND application nor there is any proceeding pending under
In accordance with the provisions of sections 124 and the Insolvency and Bankruptcy Code, 2016 as at the
125 of the Act and Investor Education and Protection end of the Financial Year.
Fund (Accounting, Audit, Transfer and Refund) Rules,
47.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT
2016 (“IEPF Rules”) dividends which remain unpaid or
OF THE VALUATION DONE AT THE TIME OF ONE TIME
unclaimed for a period of seven years from the date of
SETTLEMENT AND THE VALUATION DONE WHILE
transfer to the Unpaid Dividend Account are required to
TAKING LOAN FROM THE BANKS OR FINANCIAL
be transferred by the Company to the Investor Education INSTITUTIONS ALONG WITH THE REASONS THEREOF.
and Protection Fund (“IEPF”). The Members whose
During the Financial year, the Company has not initiated
dividend/ shares are transferred to the IEPF Authority
One Time Settlement with the Banks or Financial
can claim their shares/dividend from the IEPF Authority
Institutions and therefore no details are required to be
following the procedure prescribed in the Rules.
furnished.
I n accordance with the said IEPF Rules and its
amendments, the Company had sent notices to all 48. CAUTIONARY STATEMENTS
the Shareholders whose shares were due for transfer Statements in this report, particularly those which relate
to the IEPF Authority and simultaneously published to Management Discussion and Analysis, describing the
newspaper advertisements. The Company had Company’s objectives, estimates and expectations may
frequently sent communication to these shareholders constitute ‘forward looking statements’ within the meaning
by email whose email address are available with R&T / of applicable laws and regulations. Actual results may
DP and also through various other modes viz. notice of differ materially from those either expressed or implied.
68
Corporate Overview
Statutory Reports
Financial Statements
49. ACKNOWLEDGEMENTS
he Directors would like to place on record their deep appreciation to employees/ workers at all levels for their hard work,
T
dedication and commitment. The Board places on record its appreciation for the support and co-operation your Company has
been receiving from its Shareholders, Customers, Business Associates, Bankers, Suppliers and all other stakeholders for their
continued support and their confidence in its management.
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PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
ANNEXURE A
70
Corporate Overview
Statutory Reports
Financial Statements
ANNEXURE B
The steps taken for energy conservation and its impact: 1. Car track modification in Foundry to place 2
moulds on one pallet instead of 1 mould has
1.
Installation of power factor improvement with
helped reduce pouring time resulting in saving
Harmonic filters to improve power quality
of power consumption.
(Thyristor controlled automatic harmonic filter
bank). The power factor is maintained at unity 2. he benefits derived like product improvement,
T
(0.995) at all plants. This will help the Company to cost reduction, product development or import
save approximately ` 30 Lakhs every year. substitution:
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PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
ANNEXURE C
PCL is proud to be a socially responsible Corporate Citizen. The Company would like to scale up the CSR activities through
initiatives aimed at value creation in the society and in the community in which it operates through their services, conduct
and initiatives by protecting environment, improving health, hygiene and helping in education and skill development on a
sustained basis for the society as a whole.
2. Composition of CSR Committee.
72
Corporate Overview
Statutory Reports
Financial Statements
Annexure C (Contd.)
4. Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project).
5. Details of Unspent CSR amount for the preceding three financial years: NA
(` in Lakhs)
Sr. Preceding Amount Amount spent Amount transferred to any fund Amount remaining
No. Financial Year transferred to in the reporting specified under Schedule VII as per to be spent in
Unspent CSR Financial Year section 135(6), if any succeeding
Account under Name of Amount Date of financial years
section 135 (6) the Fund transfer
TOTAL
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Annual Report 2023-24
Annexure C (Contd.)
6. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in
Financial Year:
Sr. Short particulars Pincode of the Date of creation Amount of CSR Details of entity/Authority/
No. of the property or property or asset amount spent beneficiary of the registered
asset(s) (s) (in Lakhs) owner
[including
complete address
and location of the
property]
-1 -2 -3 -4 -5 -6
1. Installation of Solar 413003 15-06-2023 14.11 38 Maharashtra Battalian NCC, MW
Plant for water 28 98 G, Raksha Vihar, Gurunanak
supply system Chowk, Solapur
2. Installation of Roof 413222 03-08-2023 14.82 Adhar Care Centre, Vyankatesh
Top Solar Plant Nagar, Bhogav Tq. North Solapur
3. Installation of Roof 413001 16-02-2024 8.37 13 ZPPS schools from the villages
Top Solar Plant of Solapur District – (Valuj, Ekurge,
Ankoli, Nimbargi, Chungi, Akkalkot,
Yamgarwadi, Masale Choudhari,
Mangoli, Bairagwadi, Solankar
wadi, Solapur City)
7. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5):
NA
Yatin S. Shah
Date: 23rd May 2024 Chairman & Managing Director
Place: Solapur DIN: 00318140
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Corporate Overview
Statutory Reports
Financial Statements
ANNEXURE D
Disclosures as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
The remuneration in this Annexure is calculated on the basis of gross salary excluding bonus and variable pay.
1)
The ratio of the remuneration of each Director to the median remuneration of the employees of the Company and the
percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary for the Financial
Year 2023-24:
During the Financial Year under review, there has been a decrease of approximately -14.34 % in the median remuneration
paid to the employees.
3) The number of permanent employees on the rolls of the Company as on 31st March 2024: 904
4)
Average percentile increase already made in the salaries of employees other than the managerial personnel in the
last financial year and its comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
The average percentage increase in salaries of employees other than Managerial Personnel is 19.83 %. Average increase in
the remuneration of Directors and other Key Managerial Personnel is -5.92 %
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PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Annexure D (Contd.)
5) Affirmation that the remuneration is as per the remuneration policy of the company:
It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and other employees is as per the
Remuneration Policy of the Company.
Yatin S. Shah
Date: 23rd May 2024 Chairman & Managing Director
Place: Solapur DIN: 00318140
Information as per Rule 5(2) of Chapter XIII, Companies (Appointment and Remuneration of Key Managerial Personnel)
Rules 2014
Yatin S. Shah
Date: 23rd May 2024 Chairman & Managing Director
Place: Pune DIN: 00318140
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Corporate Overview
Statutory Reports
Financial Statements
ANNEXURE E
Company’s Philosophy on Code of Governance A report on compliance with the principles of Corporate
The fundamental principle of Corporate Governance is Governance as prescribed by the SEBI in Chapter IV read
achieving sustained growth ethically and in the best interest with Schedule V of SEBI (Listing Obligation and Disclosure
of all stakeholders. The governance philosophy embraces the Requirements) Regulations, 2015 is given below:
tenets of transparency, independence, accountability, fair
Board of Directors
and timely disclosures, and ethical corporate citizenship as
a) Composition and category of Directors
means for implementing its corporate governance framework
in letter and spirit. A wide range of perspectives is critical to effective
corporate governance. The Management believes that
Corporate governance framework
the Company’s Board should comprise of an appropriate
Our corporate governance framework ensures that we make mix of Executive, Non-Executive and Independent
timely disclosures and share accurate information regarding Directors, to maintain its independence and diversity of
our financials and performance, as well as disclosures perspectives, and lead to good management dynamics
related to the leadership and governance of the Company. We and better governance. The Board Diversity Policy
believe that an active, well-informed and Independent Board adopted by the Board sets out its approach to diversity.
is necessary to ensure the highest standard of Corporate The policy is available on our website at Policy on Board
Governance practice. At PCL, the Board is at core Corporate Diversity. The detailed profile of all Directors of the
Governance practice. The Board oversees the management’s Company is available on website of the Company www.
functions and protects the long-term interests of our pclindia.in.
stakeholders.
During the year under review, the Nomination and
Corporate governance guidelines Remuneration Committee and the Board of Directors
The Company is in compliance with the requirements reviewed and are satisfied with Succession Planning
stipulated under Regulations 17 to 27 read with Schedule V for the Board of Directors and Senior Management
and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of Personnel of the Company.
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI
Board Gender Diversity
LODR”), as applicable, with regard to Corporate Governance.
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Annual Report 2023-24
Annexure E (Contd.)
As on 31st March 2024 our Board is comprised of 9 (nine) Directors. The composition of the Board is as follows with Mr. Yatin
S. Shah as the Chairman:
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Corporate Overview
Statutory Reports
Financial Statements
Annexure E (Contd.)
79
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Annexure E (Contd.)
c) Attendance of each Directors at the meeting of the Board of Directors, the last Annual General Meeting, is set out
below.
Note: Refer notes given under Composition and Category of Directors for details of change in composition of Directors.
The gap between two meetings did not exceed 120 days and the Meetings were conducted in compliance with all applicable
laws.
d) Details of membership of Directors in other Companies Boards and their Committees as on 31st March 2024
Notes:
1. The Companies mentioned herein are Public Limited Companies and Deemed Public Companies, whether listed or
not, and does not include other companies including Private Limited Companies, Foreign Companies, high valued debt
listed and Companies under section 8 of the Companies Act, 2013.
80
Corporate Overview
Statutory Reports
Financial Statements
Annexure E (Contd.)
e) Other listed entities in which the Directors hold directorship and category thereof as of 31st March 2024
Sr. Name of Director as on 31st March 2024 Name of the other Listed Category of Directorship
No entities in which Director
holds Directorship
1. Mr. Yatin S. Shah NA NA
2. Dr. Suhasini Y. Shah Balaji Armines Limited Non-Executive Independent Director
3. Mr. Ravindra R. Joshi NA NA
4. Mr. Karan Y. Shah NA NA
5. Mr. Savani A. Laddha NA NA
6. Dr. Ameet N. Dravid NA NA
7. Ms. Apurva P. Joshi 1. Quick Heal Non-Executive Independent Director
Technologies Limited.
2. Fidel Softech Limited.
3. Associate Alcohols &
Breweries Limited.
8. Mr. Suhas J. Ahirrao NA NA
9. Mrs. Anagha S. Anasingaraju NA NA
During the Financial Year under review, the 6 Board Meetings were held 10th April 2023, 26th May 2023, 10th August 2023,
18th October 2023, 9th November 2023 and 8th February 2024.
g) Disclosure of relationships between Directors inter-se as on 31st March 2024
The Company aims to cultivate a broad spectrum of demographic attributes and characteristics in the boardroom that
elevates the Board’s effectiveness to provide foresight and add value to the decision-making process. The Board of the
Company comprises leaders and experts in their respective fields for achieving the objectives of the Company while
operating effectively, responsibly and sustainably. The Members bring in the required skills, competence and expertise to
the Board. The Directors are appointed based on well-defined selection criteria. The NRC considers, inter alia, key skills,
qualifications, expertise and competencies, whilst recommending to the Board the candidature for appointment of Director.
The Board of Directors, based on the recommendations of the NRC, identified the following core key skills/expertise/
competencies of Directors as required in the context of business of the Company for its effective functioning which are
currently possessed by the Board Members of the Company and mapped against each of the Directors:
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PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Annexure E (Contd.)
Sr. List of Core skills Mr. Yatin Dr. Mr. Karan Mr. Mrs. Dr. Ms. Mr. Suhas Mrs.
No / expertise / S. Shah Suhasini Y. Shah Ravindra Savani A. Ameet N. Apurva P. J. Ahirrao Anagha A.
Competencies Y. Shah R. Joshi Laddha Dravid Joshi Anasingaraju
A Technical
1. Finance √ √ √ √ √ √
2. Law √ √ √ √ √ √ √
3. Management √ √ √ √ √ √ √ √ √
4. Sales & √ √ √
Marketing
5. Manufacturing & √ √ √
Operations
6. Research & √ √ √ √
Development
7. Human Resource √ √ √
8. Information √ √ √
Technology
B Industry
1. Knowledge about √ √ √ √ √ √ √ √ √
Economy
2. Industry √ √ √ √ √
experience
3. Knowledge of √ √ √ √ √ √ √ √ √
business sector
C Governance
1. Compliance √ √ √ √ √ √
Management
2. Knowledge √ √ √ √ √ √ √ √
about statutory /
regulatory laws
3. Experience in √ √ √ √ √ √
developing and
implementing
Risk Management
4. Strategic √ √ √ √ √ √
Planning
D Others
1. Communication √ √ √ √ √ √ √ √ √
and
Interpersonal
Skills
2. Public Relations √ √ √ √
3. Corporate √ √ √ √ √ √ √ √
Restructuring
4. Environment and √ √ √ √ √
sustainability
5. Corporate Social √ √ √ √ √ √ √ √
Responsibility
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Corporate Overview
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Annexure E (Contd.)
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PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Annexure E (Contd.)
12.
Reviewing the management performance 19.
Approval of appointment of CFO after
of statutory auditors, internal auditors and accessing the qualifications, experience and
adequacy of internal control systems. background etc., of the candidate.
13.
Reviewing the adequacy of internal audit 20.
Reviewing the utilisation of loans and/ or
function, if any, including the structure of advances from/investment by the holding
internal audit department, staffing, seniority company in the subsidiary exceeding rupees
of the official heading the department, 100 Crores or 10% of the asset size of the
reporting structure coverage and frequency of subsidiary, whichever is lower including existing
internal audit. loans / advances / investments existing.
14. Discussion with the internal auditors of any 21. Review of Management Discussion and analysis
significant findings and follow-up thereon. of financial condition and results of operations.
15. Reviewing the findings of any internal 22. Review of Statement of significant related
investigation by the internal auditors into party transactions (as defined by the audit
matters where there is suspected fraud or Committee) submitted by the Management.
irregularity or a failure of internal control
23.
Review of Management letter/letters of
systems of a material nature and reporting the
internal control weaknesses issued by the
matter to the Board.
statutory auditors.
16.
Discussion with statutory auditors before
24. Review of Internal Audit reports relating to
the audit commences, about the nature and
internal control weaknesses.
scope of audit as well as post audit discussion
to ascertain any area of concern. 25. Review of appointment, removal and terms of
remuneration of the Chief Internal Auditor.
17. Looking into the reasons for substantial defaults
in the payment of depositors (if any), debenture 26.
Consider and comment on rationale, cost-
holders (if any), shareholders (in case of benefits and impact of schemes involving
payment of declared dividends) and creditors. merger, demerger, amalgamation etc., on the
listed entity and its shareholders.
18. Reviewing the functioning of the whistleblower
mechanism. 27. Carrying out any other function as is mentioned
in terms of reference of the Audit Committee.
The Audit Committee of the Company is constituted in compliance with the provisions of Regulation 18 of the SEBI
LODR and the provisions of Section 177 of the Companies Act, 2013 and rules made thereunder. All members of the
Committee are financially literate, having the relevant accounting and financial management expertise.
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Corporate Overview
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Financial Statements
Annexure E (Contd.)
The Committee met 5 (Five) times during the year. The meetings were held on 26th May 2023, 10th August 2023,
18th October 2023, 9th November 2023 and 8th February 2024.
The details of the Audit Committee meetings and its attendance during the Financial Year ended 31st March 2024 are
as under: -
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Annexure E (Contd.)
The Nomination and Remuneration Committee (NRC) has been constituted by the Board in compliance with the
requirements of Regulation 19 and Section 178 of the Companies Act, 2013 and rules made thereunder of SEBI LODR.
The Committee met Three times during the year. The meetings were held on 26th May 2023, 10th August 2023 and 18th
October 2023.
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Corporate Overview
Statutory Reports
Financial Statements
Annexure E (Contd.)
The details of the NRC meetings and its attendance during the Financial Year ended 31st March 2024 are as under: -
Note: Refer notes given under Composition and Category of Directors for details of change in composition of Directors.
All the recommendations of the Nomination and Remuneration Committee have been accepted by the Board of
Directors.
Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI LODR, the Annual
Performance Evaluation was carried out for the Financial Year 2023-24.
The Company has devised the criteria for evaluation of the performance of the Independent Directors. The said
criteria specify certain parameters like strategic decisions, diligence, ethical behaviour, values, management skills,
stakeholder relationship, communication inter se between board members, effective participation, domain knowledge,
compliance with code of conduct.
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Annual Report 2023-24
Annexure E (Contd.)
The Stakeholders’ Relationship Committee (SRC) has been constituted by Board in compliance of Section 178 of the
Companies Act, 2013 and Regulation 20 of the SEBI LODR.
The Committee met 1 (One) times during the year. The meeting was held on 26th May 2023.
The details of the SRC meetings and its attendance during the Financial Year ended 31st March 2024 are as under: -
Note : Refer notes given under Composition and Category of Directors for details of change in composition of Directors.
(f) Details of complaints received and attended to during the Financial Year 2023-24 are given below:
Opening Balance as Received during Resolved during Not Resolved during Closing Balance as
on 1st April 2023 the year the year the year on 31st March 2024
0 0 0 0 0
1. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which will indicate the activities
to be undertaken by the Company in accordance with Schedule VII of the Companies Act, 2013 amended from
time to time.
3. Monitor implementation and adherence to the CSR Policy of the Company from time to time.
4. Such other activities as the Board of Directors determine as they may deem fit in line with CSR PolicyThe Board
has adopted the CSR Policy as formulated and recommended by the Committee. The CSR Policy is available on
the website of the Company at PCL - CSR Policy. The Annual Report on CSR activities Annexure C for the Financial
Year 2023-24 forms part of the Board’s Report.
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Corporate Overview
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Financial Statements
Annexure E (Contd.)
(b) Composition:
The Corporate Social Responsibility (CSR) Committee has been constituted by the Board in compliance with the
requirements of Section 135 of the Companies Act, 2013.
The Committee met 3 (Three) times during the year. The meetings were on 26th May 2023, 9th August 2023 and
8th February 2024. Requisite quorum was present at the above Meetings.
The details of the CSR Committee meetings and its attendance during the Financial Year ended 31st March 2024 are
as under:
Sr Name of Member Meetings held during the year
No. 26th 9th 8th
May 2023 August 2023 February 2024
1. Mr. Yatin S. Shah √ √ √
2. Dr. Suhasini Y. Shah √ √ √
3. Dr. Ameet N. Dravid LOA √ √
4. Ms. Apurva P. Joshi √ √ √
5. Mr. Suhas J. Ahirrao √ √ √
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Annexure E (Contd.)
(b) Composition:
Note : Refer notes given under Composition and Category of Directors for details of change in composition of Directors.
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Annexure E (Contd.)
6. REMUNERATION OF DIRECTORS
Remuneration policy of the Company is formulated to create best performance culture. It helps the Company to retain,
motivate and attract talent and contribute towards the growth of the Company. The policy is uploaded on the website of the
Company at www.pclindia.in.
The Company does not pay sitting fees to the Directors for attending the meetings. The commission on profits is payable
to Non-Executive Directors based on time and contribution. The shareholders of the Company had approved payment of
commission on profits to Non-Executive Directors for a sum not exceeding 1% of the annual net profits of the Company
for period of 3 Years (1st April 2023 to 31st March 2027) in accordance with the provisions the Companies Act, 2013 at the
31st Annual General Meeting. The Board of Directors is authorised to decide the quantum within the limits.
(a) All pecuniary relationship or transactions of the Non-Executive Directors:
The policy on Criteria for making payment to non- executive directors is disseminated on the website of the Company
at www.pclindia.in.
(b) All pecuniary relationship or transactions of the Executive Directors:
Given below are details pertaining to certain terms of appointment and payment of Managerial Remuneration to the
Managing Director, Whole-time Directors and Chief Financial Officer for FY 2023-24:
Note:
The Company does not have any service contracts with its Directors, nor any severance fees is payable to the Directors.
Stock Options are not given to the Directors during the year.
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Annexure E (Contd.)
1. During the Financial Year 2023-24, based on the recommendation of Nomination and Remuneration Committee the
members of the Company approved the appointment of Ms. Apurva P. Joshi, Anagha S. Anasingaraju and Mr. Suhas J.
Ahir Rao vide postal ballot dated 12th May 2023.
2. The members of the Company have on the recommendation of Nomination and Remuneration Committee and Audit
Committee approved the re-appointment of Mr. Ravindra R. Joshi as Whole Time Director and CFO for the period of
3 years form 1st April 2024 to 31st March 2027 vide postal ballot dated 19th November 2023.
3. The members of the Company have also approved the alteration of object clause of Memorandum of association of the
Company vide postal ballot dated 19th November 2023.
Mr. Jayavant B, Bhave, Proprietor of M/s J. B. Bhave & Co., Company Secretaries was appointed as the Scrutiniser for
conducting the postal ballot and e-voting exercise. The details of voting results are as follows:
92
Corporate Overview
Statutory Reports
Financial Statements
Annexure E (Contd.)
2. To consider appointment of Mr. Suhas J. Ahirrao (DIN: 10090429) as an Independent Director of the
Company:
3. To consider appointment of Mrs. Anagha S. Anasingaraju (DIN: 02513563) as an Independent Director
of the Company:
2. To consider re-appointment of Mr. Ravindra R. Joshi (DIN: 03338134) as Whole-Time Director And Chief
Financial Officer (CFO) of the Company and to fix his remuneration.
8. MEANS OF COMMUNICATION:
The Company recognises communication as a key element to the overall Corporate Governance framework, and therefore
emphasises prompt, continuous, efficient and relevant communication to all external constituencies.
Financial Results: The Quarterly, Half Yearly and Annual Results are regularly submitted to the Stock Exchanges, in
accordance with the SEBI LODR. The Results are generally published in Business Standard (English) Newspaper having
nationwide circulation and Tarun Bharat (Marathi) Newspaper having circulation in Solapur.
Investors/ Analyst Meets: The Company hosts earnings call after the declaration of financial results for the Investors/
Analysts calls. The representatives of the Company address the concerns of the attendees in a precise manner.
Website: The Company’s website (www.pclindia.in) is a comprehensive reference on its leadership, management,
vision & Mission, Product, Group Companies, and Investor Relations. The Stakeholders can access the details of the
Board, its Committees, Financials, Presentations, Transcripts, Shareholding Pattern, Notices, Annual Report, Company
Announcements, Corporate Governance, Policies, Terms of Appointment of Independent, Familiarisation Programme. In
addition, various downloadable forms required to be executed by the shareholders have also been provided on the website
of the Company.
Electronic Communication: The Company had during FY 2023-24 sent Annual Reports, by email to those shareholders
whose email addresses were registered with the Depositories. In support of the ‘Green Initiative’ the Company
encourages Members to register their email address with their Depository Participant, to receive soft copies of the Annual
Report, Notices and other information disseminated by the Company, on a real-time basis without any delay.
93
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Annexure E (Contd.)
I. Annual General Meeting – Friday, 26th July 2024 Via Video Conferencing and other audio
Date, Time and Venue visual means
II. Video Conference, Yes
If Yes, Link Link is provided in Notes to the AGM Notice
III. Financial Year 1st April 2023 to 31st March 2024
IV. Cut off for E - Voting and Dividend (if any) Friday, 19th July 2024
V. Date of Dividend Payment The Dividend, if declared at AGM will be paid on or before,
24th August 2024
VI. Dates of Book Closure Saturday, 20th July 2024 to Friday, 26th July 2024
VII. E Voting Lines open Wednesday,23rd July 2024 from 9.00 AM (IST) to Thursday,
25th July 2024 till 5.00 PM (IST)
VIII. The name and address of each stock BSE Ltd. National Stock Exchange of
exchange(s) at which the listed entity’s Phiroze Jeejeebhoy Towers India Ltd.,
securities are listed Dalal Street, Exchange Plaza,
Mumbai- 400001, 5th Floor, Plot no.C-1, G Block,
Maharashtra, India Bandra-Kurla Complex,
Tel No: : (022) 22721233/4, Bandra(E), Mumbai-400051
91-22-66545695 Maharashtra, India
Fax : (022) 22721919 Tel No: (022) 26598100 - 8114
Fax No: (022) 26598120
IX. Stock Code 539636 PRECAM
X. ISIN INE484I01029
XI. Confirmation about payment of annual The Company has paid Listing Fees for the Financial Year 2023-24
listing fee to each of such stock exchange(s); to each of the Stock Exchanges, where the equity shares of the
Company are listed.
(b) Market price data- high, low during each month in last financial year:
94
Corporate Overview
Statutory Reports
Financial Statements
Annexure E (Contd.)
(c) Performance in comparison to broad-based indices such as BSE Sensex and NSE Nifty
320.00 80,000.00
70,000.00
270.00
60,000.00
220.00
50,000.00
170.00 40,000.00
30,000.00
120.00
20,000.00
70.00
10,000.00
20.00 0.00
3
23
23
3
23
24
4
3
3
23
24
23
l-2
-2
-2
-2
2
v-
c-
n-
b-
r-
g-
n-
p-
ay
ar
ct
Ju
Ap
No
De
Ju
Au
Fe
Ja
Se
M
M
270
20000
220
15000
170
10000
120
5000
70
20 0
3
23
3
23
4
3
23
24
3
l-2
2
-2
-2
-2
-2
-2
-2
v-
c-
n-
r-
n-
ay
ar
ct
b
g
p
Ju
Ap
No
De
Ju
Au
Fe
Ja
Se
M
M
95
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Annexure E (Contd.)
(d) In case the securities are suspended from trading, the Directors’ report shall explain there as on thereof: NA
(e) Registrar to an issue and share transfer agents
Link Intime India Private Limited
Block No 202, 2nd floor, Akshay Complex,
Near Ganesh Temple, Off Dhole Patil Road,
Pune 411 001, Maharashtra, India.
Tel: - +91 20 2616 0084, 2616 1629
Fax: - +91 20 2616 3503
SEBI Registration: INR000004058
Contact Person:
Mr. Ashok Gupta, pune@linkintime.co.in
website: www.linkintime.co.in
(f) Share transfer system:
According to the SEBI LODR no shares can be transferred unless they are held in dematerialised mode. Share
transfers, dividend payments and all other investor related activities are attended to and processed at the Office of the
Company’s Registrar and Share Transfer Agent. For lodgment of transfer deeds and any other documents or for any
grievances/complaints, kindly contact M/s Link Intime India Private Limited at the above-mentioned address which
are open from 10:00 AM to 5:00 PM between Monday to Friday (except on bank holidays).
(g) Distribution of shareholding.
(j) Foreign exchange risk and hedging activities: Appropriate disclosure is given in Note of the Notes to the Standalone
Financial Statements
96
Corporate Overview
Statutory Reports
Financial Statements
Annexure E (Contd.)
(b) During the last three years, there were no instances of non-compliance by the Company and no penalty or strictures
were imposed on the Company by the Stock Exchanges or SEBI or any statutory authority, on any matter related to the
capital markets, except as given below:
Regulation Quarter Date of Days of Fine Amount per day Date of payment
Submission Non- NSE BSE NSE BSE
with NSE Compliance
and BSE
23(9) – The listed Q-4 25th June 1 5000 5000 14th 14th
entity shall submit FY 2020-21 2021 +GST +GST September September
within 30 days - 31st March 2021 2021
from the date of 2021
publication of its
standalone and
consolidated financial
results for the half
year, disclosures
of related party
transactions on a
consolidated basis, in
the format specified
in the relevant
accounting standards
for annual results to
the stock exchanges
and publish the same
on its website.
97
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Annexure E (Contd.)
(c)
The Company has laid down a Whistle Blower (k) Brief details of the fees for all services paid by the
Policy, which includes Vigil Mechanism with Company and its subsidiaries, on a consolidated
detailed process for raising concerns by any of basis, to the statutory auditor and all entities in the
the employees, customers, vendors & investors, network firm/ network entity of which the statutory
addressing the concerns and reporting to the Audit auditor is a part, are given below:
Committee/ Board. The Company affirms that no
Sr. Particulars Amount
personnel had been denied access to the audit
No. (` in Lakhs)
committee under Whistle Blower Policy.
1. Fees for audit for FY 2023-24 35
(d) The Company has complied with all the mandatory 2. Out of pocket expenses 0
requirements under SEBI LODR. The following non- Total 35
mandatory requirement under Part E of Schedule II
(l)
The Company has implemented policy for
of the SEBI Listing Regulations, 2015 to the extent
Prevention of Sexual Harassment of Women at
they have been adopted are mentioned below:
Workplace.
Reporting of Internal Auditor: The Internal Auditor
a. Number of complaints filed during the year.
reports to the Audit Committee and participates in
NIL
the meetings of the Audit Committee and presents
Internal Audit observations to the Audit Committee. b. Number of complaints disposed of during the
year. NIL
(e) The policy for determining Material Subsidiaries
formulated by the Board of Directors is disclosed c. Number of complaints pending as on end of
on the Company’s website at PCL - Policy for financial year. NIL
determining Material Subsidiaries. 11.
Non-compliance of any requirement of corporate
(f)
The policy for transactions with related party governance report with reasons thereof: NA
formulated by the Board of Directors is disclosed 12. The Company has complied with corporate governance
on the Company’s website at PCL - Policy on requirements specified in regulation 17 to 27 and
Related Party Transactions. clauses (b) to (i) of sub-regulation (2) of regulation 46.
(g) Disclosure of commodity price risks and commodity 13.
The Company is in compliance with the disclosures
hedging activities: NA required to be made under this report in accordance
(h)
The Company has not raised funds through with Regulation 34(3) read together with Schedule V(C)
preferential allotment or qualified institutions to the SEBI LODR.
placement as specified under Regulation 32(7A). 14. Securities and Exchange Board of India (SEBI) vide its
(i) The Company has obtained a certificate from Circular dated 31st July 2023 (Updated as on 4th August
Mr. Jayavant B. Bhave of M/s J B Bhave & Co., 2023), has announced the introduction of a common
Practicing Company Secretary that none of the Online Dispute Resolution Portal (“ODR Portal”),
Directors on the Board of the Company have been whereby the existing dispute resolution mechanism
debarred or disqualified from being appointed or in the Indian securities market is being streamlined
continuing as Directors of companies by the Board/ under the aegis of Stock Exchanges and Depositories
Ministry of Corporate Affairs or any such statutory (collectively referred to as Market Infrastructure
authority. Institutions (MIIs)), by expanding their scope and by
establishing a common ODR Portal which harnesses
(j)
T he Board of Directors has accepted all
online conciliation and online arbitration for resolution
recommendations of all committees of the Board,
of disputes arising in the Indian Securities Market. The
which is mandatorily required, in the Financial Year
ODR Portal named “SMART ODR” can be accessed
2023-24.
through the URL: https://smartodr.in/login.
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Financial Statements
Annexure E (Contd.)
Yatin S. Shah
Date: 23rd May 2024 Chairman & Managing Director
Place: Solapur DIN: 00318140
99
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
ANNEXURE F
To,
The Members of
PRECISION CAMSHAFTS LIMITED
E 102/103 MIDC Akkalkot Road
Solapur – 413006
Maharashtra
I have examined the compliance of conditions of Corporate Governance by Precision Camshafts Limited, for the year ended
on 31st March 2024, as stipulated in Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
My examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance
of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of
the Company.
In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the provisions as specified in chapter IV of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to Listing Agreement of
the said Company with stock exchanges. I further state that such compliance is neither an assurance as to the future viability of
the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
Jayavant Bhave
Proprietor
FCS: 4266 CP: 3068
UIN: S1999MH025400
Place : Pune UDIN: F004266E000356301
Date : 23rd May, 2024 PR.NO: 1238/2021
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Corporate Overview
Statutory Reports
Financial Statements
ANNEXURE G
To,
The Members,
PRECISION CAMSHAFTS LIMITED
E 102/103, MIDC Akkalkot Road,
Solapur - 413006, Maharashtra, India
I have examined the relevant registers, record, forms, returns and disclosures received from the Directors of Precision Camshafts
Limited having CIN: L24231PN1992PLC067126 and having Registered Office at E 102/103, MIDC Akkalkot Road, Solapur -
413006, Maharashtra, India (hereinafter referred to as ‘the Company’), produced before me by the Company for the purpose
of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V, Para-C, Sub-clause 10(i) of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications {including Directors Identification Number
(DIN) status at the portal www.mca.gov.in} as considered necessary and explanations furnished to me by the Company & its
Officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending
on 31st March 2024 have been debarred or disqualified from being appointed or continuing as Directors of Companies by the
Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.
Sr. Name Designation DIN Date of Appointment
No. in the Company
1. Mr. Yatin Subhash Shah Managing Director 00318140 8th June 1992
2. Mr. Ravindra Rangnath Joshi Whole-Time Director 03338134 30th September 2010
3. Dr. Suhasini Yatin Shah Non-Executive - Non-Independent Director 02168705 19th May 2012
4. Mr. Karan Yatin Shah Whole-Time Director 07985441 13th August 2018
5. Mrs. Savani Arvind Laddha Non-Executive - Independent Director 03258295 10th February 2020
6. Dr. Ameet Nandkumar Dravid Non-Executive -Independent Director 06806783 10th August 2022
7. Ms. Apurva Pradeep Joshi Non-Executive - Independent Director 06608172 29th March 2023
8. Mr. Suhas Jagannath Ahirrao Non-Executive - Independent Director 10090429 29th March 2023
9. Mrs. Anagha Srinivas Rao Anasingaraju Non-Executive - Independent Director 02513563 29th March 2023
Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the Management of
the Company. My responsibility is to express an opinion on the same based on my verification. This Certificate is specifically being
issued in accordance with Regulation 34(3) read with Schedule V, Para-C, Sub-clause 10(i) of the Securities Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of
the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company.
Jayavant Bhave
Proprietor
FCS: 4266 CP: 3068
UIN: S1999MH025400
Place : Pune UDIN: F004266E000356301
Date : 23rd May, 2024 PR.NO: 1238/2021
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PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
ANNEXURE H
(iii) The Depositories Act, 1996 and the Regulations and I have also examined compliance with the applicable clauses
Bye-laws framed there under; of the following:
(iv) Foreign Exchange Management Act, 1999 and rules and (i)
Secretarial Standards issued by The Institute of
Regulations made there under to the extent of Foreign Company Secretaries of India
Direct Investment, Overseas Direct Investment and (ii) SEBI (Listing Obligation and Disclosure Requirements)
External Commercial Borrowings Regulations, 2015
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Corporate Overview
Statutory Reports
Financial Statements
Annexure H (Contd.)
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PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Annexure H (Contd.)
ANNEXURE TO THE SECRETARIAL AUDIT REPORT OF PRECISION CAMSHAFTS LIMITED (FY 2023-24)
AUDITORS’ RESPONSIBILITY
In accordance with the ICSI Auditing Standards (CSAS1 to CSAS4) I wish to state as under-
• Maintenance of secretarial record is the responsibility of the Management of the Company. My responsibility as the Auditor
is to express the opinion on the compliance with the applicable laws and maintenance of Records based on Secretarial
Audit conducted by me.
• The Secretarial Audit needs to be conducted in accordance with applicable Auditing Standards. These Standards require
that the Auditor should comply with statutory and regulatory requirements and plan and perform the audit to obtain
reasonable assurance about compliance with applicable laws and maintenance of Records.
• I am also responsible to perform procedures to identify, assess and respond to the risks of material misstatement or non-
compliance arising from the Company’s failure appropriately to account for or disclose an event or transaction. However,
due to the inherent limitations of an audit including internal, financial and operating controls, there is an unavoidable risk
that some Misstatements or material non-compliances may not be detected, even though the audit was properly planned
and performed in accordance with the Standards.
1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express
an opinion on these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected
in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards are the responsibility
of management. My examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the company.
Jayavant Bhave
Proprietor
FCS No. 4266
CP No. 3068
Place : Pune
Date : 23rd May 2024
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Corporate Overview
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Financial Statements
ANNEXURE I
I Jayavant B. Bhave, Proprietor of M/s. J B Bhave & Co, Company Secretaries, a company secretary in whole-time practice, have
examined:
(a) all the documents and records made available to us and explanation provided by Precision Camshafts Limited (“the listed
entity”),
(b) the filings/ submissions made by the listed entity to the stock exchanges,
(d) any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended
31st March 2024 (“Review Period”) in respect of compliance with the provisions of:
I. the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued
thereunder; and
II. the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars,
guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);
The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined,
i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015;
ii. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
iii. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
iv. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018
v. The Securities and Exchange Board of India SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021;
vi. Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations,
vii. 2021;
viii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
ix. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;
x. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021
xi. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and circulars/ guidelines
issued thereunder; and based on the verification above, I hereby report that, during the Review Period,
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PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Annexure I (Contd.)
(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder,
except in respect of matters specified below:
Sr. Compliance Regulation/ Deviations Action Type of Details of Fine Observations/ Management Re-
No. Requirement Circular No. Taken by Action Violation Amount Remarks of Response marks
(Regulations/ the Practicing
circulars/ Company
guide- lines Secretary
including (PCS)
specific
clause)
NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL
(b) The listed entity has taken the following actions to comply with the observations made in previous reports:
Sr. Observations/ Observations made Compliance Details of Violation/ Remedial Comments of the
No. Remarks of in the Secretarial Requirement deviations and actions Actions, if any, PCS on the actions
the PCS in the Compliance Report (Regulations/ Circulars/ taken/ penalty taken by the taken by the listed
previous reports for the previous Guidelines including imposed, if any, on the listed entity entity
year(s) specific clause) listed entity
NIL NIL NIL NIL NIL NIL
I hereby report that, during the Review Period the compliance status of the listed entity is appended as below:
106
Corporate Overview
Statutory Reports
Financial Statements
Annexure I (Contd.)
107
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Annexure I (Contd.)
Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities
of the management of the listed entity.
Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor
an expression of opinion.
We have not verified the correctness and appropriateness of financial records and books of account of the listed entity.
This report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (LODR) Regulations,
2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the
management has conducted the affairs of the listed entity.
Jayavant Bhave
Proprietor
FCS No. 4266
CP No. 3068
UIN: S1999MH025400
Place : Pune UDIN: F004266F000419549
Date : 23rd May 2024 PR No.: 1238/2021
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Corporate Overview
Statutory Reports
Financial Statements
ANNEXURE J
To,
Board of Directors,
PRECISION CAMSHAFTS LIMITED
E-102/103, MIDC, Akkalkot road,
Solapur – 413006.
We, the undersigned in our respective capacity as Chairman & Managing Director and Chief Financial Officer of Precision
Camshafts Limited (“Company”), to the best of our knowledge and belief certify that: -
(a)
We have reviewed the financial statements and the cash flow statements for the Financial Year ended 31st March 2024 and
to the best of our knowledge and belief:
1.
these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading
2.
these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations
(b)
there are, to the best of our knowledge and belief, no transactions entered into by the Company during the Financial Year
ended 31st March 2024 which are fraudulent, illegal or violative of the Company’s code of conduct.
(c)
We accept the responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the
auditors and audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware
and the steps we have taken or propose to take to rectify these deficiencies.
1.
There are no significant changes in internal controls over financial reporting during the Financial Year ended 31st March
2024
2.
There are no significant changes in accounting policies during the Financial Year ended 31st March 2024, hence, the
same is not disclosed in the notes to the financial statements and
3.
There are no instances of significant fraud of which we are aware and the involvement therein, if any, of the management
or an employee having a significant role in the Company’s internal control system over financial reporting.
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PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Principle 1 Businesses should conduct and govern themselves with integrity and in a manner that is ethical, transparent,
and accountable
Principle 2 Businesses should provide goods and services in a manner that is sustainable and safe
Principle 3 Businesses should respect and promote the well-being of all employees, including those in their value chains
Principle 4 Businesses should respect the interests of and be responsive to all its stakeholders
Principle 6 Businesses should respect and make efforts to protect and restore the environment
Principle 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is
responsible and transparent
Principle 9 Businesses should engage with and provide value to their consumers in a responsible manner
110
Corporate Overview
Statutory Reports
Financial Statements
S. No. Description of Main Activity Description of Business Activity % of Turnover of the entity
1. Manufacturing Metal and Metal Products 100
17. Products/Services sold by the entity (accounting for 90% of the turnover):
18. Number of locations where plants and/or operations/offices of the entity are situated:
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PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
b. What is the contribution of exports as a percentage of the total turnover of the entity?
48 % of total turnover contributes to exports.
112
Corporate Overview
Statutory Reports
Financial Statements
S. No. Name of the holding / Is it a holding/ % of shares held by Does the entity
subsidiary / associate Subsidiary/ Associate/ listed entity participate in the
companies / joint Joint Venture Business Responsibility
ventures initiatives of the listed
entity? (Yes/No)
1. PCL (International) Subsidiary 100 NO
Holding B.V.
2. MEMCO Engineering Subsidiary 100 NO
Private Limited
24. i. Whether CSR is applicable as per section 135 of Companies Act, 2013: Yes
25. Complaints/grievances on any of the principles (principles 1 to 9) under the National Guidelines on Responsible
Business Conduct (NGBRC) –
113
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
114
Corporate Overview
Statutory Reports
Financial Statements
115
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
P1 Businesses should conduct and govern themselves with integrity and in a manner that is ethical, transparent, and
accountable
P2 Businesses should provide goods and services in a manner that is sustainable and safe
P3 Businesses should respect and promote the well-being of all employees, including those in their value chains
P4 Businesses should respect the interests of and be responsive to all its stakeholders
P6 Businesses should respect and make efforts to protect and restore the environment
P7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and
transparent
P9 Businesses should engage with and provide value to their consumers in a responsible manner
Points P1 P2 P3 P4 P5 P6 P7 P8 P9
1. Whether your entity’s policy/policies cover each principle Yes Yes Yes Yes Yes Yes Yes Yes Yes
and its core elements of the NGRBCs. (Yes/No)
(a)
(b) Has the policy been approved by the Board? (Yes/No) Yes Yes Yes Yes Yes Yes Yes Yes Yes
(c) Web Link of the Policies, if available www.pclindia.in
2. Whether the entity has translated the policy into Yes Yes Yes Yes Yes Yes Yes Yes Yes
procedures. (Yes / No)
3. Do the enlisted policies extend to your value chain No No No No No No No No No
partners? (Yes/No)
4. Name of the national and international codes/ The Company’s operations adhere to and are certified for
certifications/labels/ standards (e.g., Forest Stewardship ISO 9001. All manufacturing units are certified for adherence
Council, Fairtrade, Rainforest Alliance, Trustee) to ISO 14001 & ISO 45001. PCL is an IAFT 16949 certified
standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by Company. The Company’s CSR policy follows the provisions of
your entity and mapped to each principle. Section 135 of Companies Act, 2013
5. Specific commitments, goals and targets set by the entity PCL is working to minimalise the impact of its activities on the
with defined timelines, if any. environment by committing:
1. We have 7% reduction in scope 1 & 2 by 2030 from our
reporting year calculations.
2.
PCL has installed 15 MWT solar power plant at
Mangalweda, Dist: Solapur.
6. Performance of the entity against the specific
commitments, goals and targets along-with reasons in NA
case the same are not met.
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7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets
and achievements (listed entity has flexibility regarding the placement of this disclosure)
t Precision Camshafts Limited, sustainability forms the core of all activities. We endeavor to become the driving force
A
in crafting a bright and confident future for the nation, serving our stakeholders responsibly, underpinned by resilience
and future-readiness. Communities are a top priority and the Company’s CSR activities in the areas of Education, Health
and Hygiene, Environment and Rural Development are aimed at addressing concerns and challenges that affect the
surrounding communities including underprivileged groups within the community. PCL takes efforts towards enhancement
of communities around its operations. Therefore, specific efforts are taken to partner with small and local producers. PCL
also invests in supplier development through measures to educate them on best practices that can lead to an improvement
in operational and logistical efficiency. In the reporting year, we have created awareness with all our major suppliers about
ESG and its relevance to our business. We are in the process of finalising ESG concepts for our supplier assessment. We
have targeted 15% of our suppliers to go for ESG assessment and rate them as per their performance.
At PCL we are cognizant of the importance of developing a diverse and inclusive work force. Diversity is one of the core
components of our people philosophy. We have institutionalised diversity and inclusion into our employment processes-
meritocracy, fairness and ethics being the pillars of our people management strategy. We believe that workplace diversity
is a vital component in building an enabling and empowering workplace Keeping this in mind, we do not discriminate our
current or prospective employees based on nationality, race, caste, gender, gender identity/expression, physical ability,
religion, colour, sexual orientation, disability, age or marital status. In our agenda to foster an inspiring workplace, we
provide equal opportunities to all team members. We continually put in place several initiatives to further strengthen our
diversity and inclusion framework.
At PCL, we recognise the importance of emission management in the industry, making it a key material aspect of our
business. Over the past five years, we have better understood the difficulty in achieving year-on- year energy reductions and
Scope 1 and 2 CO2 emissions savings. Our best opportunities for further improvements are through increased efficiency
and fuel use changes, and we will focus on these areas in the coming years. We will also install new technology to identify
potential savings and explore new technologies to achieve our goals.
Our sustainability vision and our continual efforts have helped us reduce a considerable number of emissions. To manage our
carbon impact and achieve our emission reduction goals, we have strategised a variety of measures including interventions
such as replacing fossil fuel with Renewable Solar energy. We will have a 7% reduction in scope 1 & 2 by 2030 from our
reporting year calculations. We are planning for renewable energy at our sites in the coming years.
As a part of PCL long-term goal to build a cleaner and greener planet, we have invested in environmental sustainability,
making it a key aspect in our manufacturing processes. We focus relentlessly on improving productivity, energy efficiency
and maximising sustainability at our manufacturing facility through usage of state-of-the-art technologies and processes.
Our technologies and processes help us continually monitor and analyze our environmental footprints in various locations.
Resource efficiency and environmental impact reduction are at the core of our sustainability strategy, all our green targets
being focussed on these two aspects. ESG performance in the upcoming decade is a key focus area for PCL. Through its
community development initiatives, deep vendor relationships, skilled team, and leading technologies PCL will continue to
deliver on its ESG agenda while driving true stakeholder value.
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8. Details of the highest authority responsible for implementation and oversight of the Business Responsibility policy
(ies).
Karan Y. Shah
DIN. 07985441
9. Does the entity have a specified Committee of the Board/ Director responsible for decision making on sustainability
related issues? (Yes / No). If yes, provide details.
Yes. The Company has a well-defined ESG department who seeks the decision from the Whole-time Directors of the
Company on various aspects of the environmental and social issues of the Company.
11. Has the entity carried out independent assessment/ evaluation of the working of its policies by an external agency?
(Yes/No). If yes, provide name of the agency.
The majority of our policies are internal. Our Company adheres to these policies and conducts regular internal reviews,
excluding external partners from the review process.
12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the Principles material to its NA NA NA NA NA NA NA NA NA
business (Yes/No)
The entity is not at a stage where it is in a position to formulate NA NA NA NA NA NA NA NA NA
and implement the policies on specified principles (Yes/No)
The entity does not have the financial or/human and technical NA NA NA NA NA NA NA NA NA
resources available for the task (Yes/No)
It is planned to be done in the next financial year (Yes/No) NA NA NA NA NA NA NA NA NA
Any other reason (please specify) NA NA NA NA NA NA NA NA NA
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PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent
and Accountable.
ESSENTIAL INDICATORS
1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year
S. Segment Total number Topics / principles covered under the training % age of persons
No. of training & in respective
awareness category covered
programmes by the awareness
held programmes
1. Board of 6 During Board/Committee Meetings, directors receive regular 100
Directors presentations covering a range of topics essential to the
2. Key Managerial Company’s operations. These include the Company’s strategy,
Personnel business operations, market performance, organisational
structure, product brands, finance, risk management
framework, quarterly and annual financial results, human
resources, technology, health safety & environment, regulatory
updates, whistleblower complaints and future outlook.
Furthermore, updates are provided on:
1. Internal Controls and Compliance
2. HR Policies, Compensation & Benefits, Talent
Management, and Succession Planning program
3.
Cybersecurity and Internal Controls related to
Cybersecurity
4. Risk Management Strategy and Framework.
3. Employees 26 Through training, we offer instruction in various areas 100
other than including career management, leadership, human rights, the
BOD and KMPs Code of Conduct, code of conduct for insider training, POSH,
4. Workers safety, creating an inclusive workplace, and environmental
awareness.
2. Details of fines / penalties / punishment / award / compounding fees / settlement amount paid in proceedings (by the
entity or by its directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions in the financial year
in the following format
Monetary
NGRBC Name of the regulatory/ enforcement Amount Brief of Has an appeal been
Principle agencies/ judicial institutions (In `) the Case preferred? (Yes/No)
Penalty/ Fine
Settlement NIL
Compounding fee
Non- Monetary
NGRBC Name of the regulatory/ enforcement Brief of the Case Has an appeal been
Principle agencies/ judicial institutions preferred? (Yes/No)
Imprisonment
NIL
Punishment
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3. Of the instances disclosed in Question 2 above, details of the Appeal / Revision preferred in cases where monetary or
nonmonetary action has been appealed
4. Does the entity have an anti-corruption policy or antibribery policy? If yes, provide details in brief and if available,
provide a web-link to the policy.
Yes, the anti-bribery policy within the Company’s Code of Conduct articulates the dedication to conducting business
with integrity, adhering to relevant anti-bribery laws and standards. These policies aim to provide clear guidance, ensure
compliance with anti-corruption laws, foster an ethical culture, and protect its employees’ reputations while minimising the
risk of fines and penalties. As an integral part of the Global Code of Conduct, the Anti-bribery policy applies universally to all
employees. The Company also expects adherence to these principles from its business partners, which include suppliers,
service providers, agents, and channel partners (such as dealers and distributors). PCL Code of Conduct is accessible
globally which can be accessed in the link - https://www.pclindia.in
5. Number of Directors / KMPs / Employees against whom disciplinary action was taken by any law enforcement agency
for the charges of bribery / corruption
7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by
regulators / law enforcement agencies / judicial institutions, on cases of corruption and conflicts of interest.
NA
8. Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the following
format:
FY 2024 FY 2023
Number of days of accounts payables 66.62 64.34
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9. Open-ness of business
rovide details of concentration of purchases and sales with trading houses, dealers, and related parties along-with loans
P
and advances & investments, with related parties, in the following format:
(` In Lakhs)
Parameter Metrics FY 2024 FY 2023
Concentration of a. Purchases from trading houses as % of total NIL NIL
Purchases purchases
b. Number of trading houses where purchases are NIL NIL
made from
c. Purchases from top 10 trading houses as % of NIL NIL
total purchases from trading houses.
Concentration of Sales a. Sales to dealers/ distributors as % of total sales NIL NIL
b. Number of dealers/distributors to whom sales NIL NIL
are made
c. Sales to top 10 dealers / distributors as % of NIL NIL
total sales to dealers / distributors
Share of RPTs in a.
Purchases (Purchases with related parties / 73.84 84.62
Total Purchases)
b. Sales (Sales to related parties / Total Sales) Nil Nil
c. Loans & advances (Loans & advances given to Nil (For the Nil (For the
related parties / Total loans & advances) Current Year) Current Year)
d. Investments (Investments in related parties / Nil (For the Nil (For the
Total Investments made) Current year) Current year)
LEADERSHIP INDICATORS
1. Awareness programmes conducted for value chain partners on any of the Principles during the financial year:
Total number of awareness Topics / principles covered under % age of value chain partners
programmes held the training covered (by value of business done
with such partners) under the
awareness programmes
NIL
2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/
No) If Yes, provide details of the same.
es. To address conflict of interests involving members of the Board, the Company follows a practice of obtaining annual
Y
disclosures from each Director at the commencement of the financial year. Additionally, Directors are required to promptly
disclose any changes in their interests throughout the year.
As part of this process, any director with a conflict of interest is restricted from participating in discussions or voting on
matters where their personal interests are involved and they are present.
The Company has a Code of Conduct (‘CoC’) for Directors and Senior Management which inter alia provides that Directors
and Senior Management shall observe the highest standards of ethical conduct and integrity and work to the best of their
ability and judgement to avoid any conflict of interest.
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PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe
ESSENTIAL INDICATORS
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental
and social impacts of product and processes to total R&D and capex investments made by the entity, respectively.
2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
Yes. We create partnership opportunities for suppliers and subcontractors, to contribute to, and share in our success.
The Company has a supply chain policy in place that provides guidance on sustainable sourcing. At an all-India level,
preference is always given to sourcing from local suppliers. The Company has a, supply chain function solely responsible
for sourcing from responsible suppliers and it ensures sources have ISO and IATF certifications. At present, these are
considered sustainable sources and the Company is in the process of increasing the robustness of the process.
3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life,
for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste
Process defined and operation Work Instructions is in place for handling all hazardous and other wastes.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the
waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control
Boards? If not, provide steps taken to address the same.
We have applied to CPCB through their online Portal and paid Fees of ` 10,000/-, but still Registration number not allotted
to us.
LEADERSHIP INDICATORS
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing
industry) or for its services (for service industry)? If yes, provide details in the following format?
2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your
products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means,
briefly describe the same along-with action taken to mitigate the same.
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3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing
industry) or providing services (for service industry).
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and
safely disposed, as per the following format:
FY 2024 FY 2023
Re-Used Recycled Safely Re-Used Recycled Safely
Disposed Disposed
Plastics (including
0 0 0 0 0 0
packaging)
E-waste (MT) 0 0.475 0 0 0.92 0
Hazardous waste (MT)
0 0 13.53 0 0 5.9
Shot blast dust
Oil soaked C waste 0 0 0.115 0 0 0.08
Waste Oil (KL) 0 0 15 0 0 14.60
Other waste 0 0 0 0 0 0
5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category
PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their value
chains
ESSENTIAL INDICATORS
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c. Spending on measures towards well-being of employees and workers (including permanent and other than permanent)
in the following format –
FY 2024 FY 2023
Cost incurred on well-being measures as a % of total revenue of the company Nil 0.001
3. Accessibility of workplaces - Are the premises / offices of the entity accessible to differently abled employees, as per
the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the
entity in this regard.
Though the Company does not have any differently abled emploees the registered office, corporate office, and all plants are
equipped for easy movement of differently-abled employees and workers, as per the requirements of the Rights of Persons
with Disabilities Act, 2016.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide
a web-link to the policy.
Yes. We cover aspects of equal opportunity in our Employee Equal Opportunity policy. We provide equal opportunities to all
our employees and to all eligible applicants for employment in our Company. The policy can be view at www.pclindia.in.
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5. Return to work and Retention rates of permanent employees that took parental leave
Gender Permanent Employees Permanent Workers
Return to work Retention Rate Return to work Retention Rate
Rate (%) (%) Rate (%) (%)
Male
Female
Total
*No paternal leave
6. Is there a mechanism available to receive and redress grievances for the following categories of employees? If yes,
give details of the mechanism in brief.
1. Permanent workers L 1- Day to day grievance are handled at shop floor level by Shop Supervisor
2. Other than Permanent Workers / Plant Head.
3. Permanent Employees L2 - If not settled at shop floor level employee can approach HR dept-
4. Other than Permanent Employees Manager HR / HR Team to redress grievance.
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a. Whether an occupational health and safety management system has been implemented by the entity? (Yes / No).
If yes, the coverage such system?
Yes, the Company has successfully implemented an Occupational Health and Safety Management system, attaining
certification in accordance with the ISO: 45001:2018 Standard. This comprehensive system has been seamlessly
integrated across all facets of the organisation, reflecting our commitment to ensuring the health, safety, and well-
being of our employees. By adhering to rigorous standards and protocols, we strive to create a work environment
where occupational health & safety is paramount and risks are minimised, thereby fostering a culture of diligence,
accountability, and continuous improvement.
b. What are the processes used to identify work related hazards and assess risks on a routine and non-routine basis
by the entity?
Yes, we have established processes for employees to report work-related hazards and to remove themselves from such
risks. Our approach includes utilising various tools such as HIRA (Hazard Identification and Risk Assessment), Safety
Audit, Safety Committee Meetings, Safety Suggestion Scheme, and conducting Daily Plant Rounds. These mechanisms
ensure that employees are actively engaged in identifying and reporting hazards, and they have the means to remove
themselves from risky situations to maintain a safe work environment.
c. Whether you have processes for employees to report the work-related hazards and to remove themselves from
such risks. (Y/N)
Yes, we have implemented a well-defined procedure. Employees receive through training throughout every phase,
beginning with recognising hazardous tasks and progressing to comprehending the potential risks and consequences
involved. Moreover, we guarantee that employees have access to effective communication channels via multiple
avenues, such as daily gatherings and weekly safety committee sessions headed by departmental leaders and
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project management teams. Additionally, monthly safety committee meetings are convened to assess performance
and address any emerging concerns that could affect Environment, Health, and Safety (EHS) standards. All members
of our workforce are empowered to identify and report work-related hazards directly to the Project Manager or the
designated EHS Officer.
d. Do the employees of the entity have access to non-occupational medical and healthcare services? (Yes / No)
Yes, we provide non –occupational medical and healthcare services to our employees.
12. Describe the measures taken by the entity to ensure a safe and healthy workplace
I ts our motto and we follow safe work practice, procedure and work instruction to work safely. We focuses on engineering
controls, elimination of hazards and for that we carried out HIRA-Hazard identification and Risk Analysis of all processes.
We introduced “Safety Suggestion Scheme” for their best suggestions for improvements. Taken care of safe all guards. We
are following Safety work permits for critical work activity. In factory premises we take care of road safety like Pedestrian
ways, Zebra crossings, etc. We provide occupational health centre and ambulance cab for easy and quick first aid and
medical help. We have displayed EHS policy on the shop floor, displayed safety booklet to all employees for education and
effective communication. We have issued all type of Personal Protective Equipment’s (PPE) to employees.
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on
significant risks / concerns arising from assessments of health & safety practices and working conditions.
Not Applicable
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LEADERSHIP INDICATORS
1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (Y/N)
(B) Workers (Y/N).
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by
the value chain partners.
NA
3. Provide the number of employees / workers having suffered high consequence work related injury / ill-health /
fatalities (as reported in Q11 of Essential Indicators above),who have been are rehabilitated and placed in suitable
employment or whose family members have been placed in suitable employment:
Total no. of affected employees/ workers No. of employees/workers that are rehabilitated
and placed in suitable employment or whose
family members have been placed in suitable
employment
FY 2024 FY 2023 FY 2024 FY 2023
Employees 0 0 0 0
Workers 0 0 0 0
4. Does the entity provide transition assistance programs to facilitate continued employability and the management of
career endings resulting from retirement or termination of employment? (Yes/ No)
No
6. rovide details of any corrective actions taken or underway to address significant risks / concerns arising from
P
assessments of health and safety practices and working conditions of value chain partners.
NA
PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders
ESSENTIAL INDICATORS
1. Describe the processes for identifying key stakeholder groups of the entity.
he Company identifies individuals or groups of individuals or institutions that play an important role in the business as its
T
key stakeholders and ensures that it engages with them regularly to understand their needs.
The Company identifies employees including workers, shareholders and investors, customers, dealers and distributors,
technical collaborators, banks, suppliers and vendors, society and local communities around the Company’s manufacturing
sites, professional bodies and regulators as its key stakeholders. Through regular interactions with our stakeholders across
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various channels, we have been able to strengthen our relationships and enhance our organisational strategy. We have
identified key stakeholders group and each stakeholder continues to contribute in their own way in creating a shared value.
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group
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LEADERSHIP INDICATORS
1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social
topics or if consultation is delegated, how is feedback from such consultations provided to the Board.
onsultation with all stakeholders on economic, environmental and social topics is carried out on periodical basis through
C
direct interaction, surveys and other platforms as presented in Principle 4 Question 2. The feedback obtained from such
consultations is analyzed by the respective business heads and responsible committees such as the Stakeholder Relationship
Committee, Corporate Social Responsibility Committee and Risk Management Committee etc. The recommendations
from these Committees after review and analysis are updated to the Board during board meetings for further proceedings
and decision-making aligning with the sustainability and business strategy of the Company. The decisions taken by the
Board and measures taken by the Company addressing the concerns which are raised through the feedback mechanism is
communicated to the stakeholders.
3. Whether stakeholder consultation is used to support the identification and management of environmental, and social
topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these topics
were incorporated into policies and activities of the entity.
No
4.
Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/
marginalised stakeholder groups.
he PCL has always been in forefront in helping and upliftment of underserved and underprivileged groups of society. The
T
Company has taken initiatives in specific areas of social development in Solapur, Latur and Osmanabad (Dharashiv) Districts
that include primary and secondary education, skill development, vocational training, health and hygiene, sustainability,
environment and ecological protection, charter building by opportunities in Sports and Cultural activities. The Company
continuously strives to achieve total inclusiveness by encouraging people from all sections of the community irrespective
of caste, creed or religion to benefit from our CSR initiatives which are also focussed on communities that reside in the
proximity of our Company’s various manufacturing locations in the country.
ESSENTIAL INDICATORS
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the
following format
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a. Median Renumeration/wages:
Male Female
Number Median Number Median
remuneration/ remuneration/
salary/ wages of salary/ wages of
respective category respective category
Board of Directors (BoD) 5 6,60,71,359 4 20,00,000
Key Managerial Personnel 4 6,57,73,952 0 0
Employees other than BoD and KMP 1228 31,98,52,143 63 16,139,471
Workers 385 10,61,24,271 0 0
b. Gross wages paid to females as % of total wages paid by the entity, in the following format:
FY 2024 FY 2023
Gross wages paid to females as % of total wages 0.83 1.88
4. Do you have a focal point (Individual / Committee) responsible for addressing human rights impacts or issues caused
or contributed to by the business? (Yes/No)
The Company has formulated a Grievance Redressal in Employee Induction Manual and as per the policy of Vigil mechanism
which states that the employees can address their complaints or grievances to the Human Resources department or to the
Senior Management. There shall be no retaliation or reprisal taken against any employee or associate who raises concerns
in accordance with the policy.
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5. Describe the internal mechanisms in place to redress grievances related to human rights issue
he Company regards respect for human rights as one of its fundamental and core values and strives to support, protect
T
and promote human rights to ensure that fair and ethical business and employment practices are followed. The Company
is committed to maintaining a safe and harmonious business environment and workplace for everyone, irrespective of
ethnicity, region, sexual orientation, race, caste, gender, religion, disability, work, designation, and other parameters.
Employees are encouraged to share their concerns with their superiors, the HR department, legal & compliance, or the
members of the senior management. Employees can also send their concerns to the designated officer who will take the
required action well in time.
In addition, Vigil Mechanism (VM) provides a formal platform to share grievances on various matters. .
New recruits are also sensitised to the VM mechanism forms part of the employee induction programme providing a
guarantee of confidentiality.
7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, in the following format:
FY 2024 FY 2023
Total Complaints reported under Sexual Harassment on of Women at Workplace NIL NIL
(Prevention, Prohibition and Redressal) Act, 2013 (POSH)
Complaints on POSH as a % of female employees/ workers NIL NIL
Complaints on POSH upheld NIL NIL
8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases
CL is committed to providing equal opportunities to all individuals and is intolerant of discrimination and/or harassment
P
based on race, sex, nationality, religion, age, gender identification, expression, etc. In addition to this, the Company has
a Policy against Sexual Harassment at the workplace in adherence to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act, 2013. Employees are given training about POSH during their induction.
9. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
es, PCL takes measures to respect human rights at its workplace but also promotes fair employment practices among
Y
other stakeholders. It is also part of the contract with suppliers to abide by the laws on child labour, sexual harassment,
safe and secure work environment, etc.
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11. P
rovide details of any corrective actions taken or underway to address significant risks / concerns arising from the
assessments at Question 10 above
During the FY 2024, no significant risks or concerns were found throughout the assessment, thus prompting no need for
corrective actions.
LEADERSHIP INDICATORS
1. Details of a business process being modified / introduced as a result of addressing human rights grievances/
complaints.
o complaints/grievances have been received addressing human rights. The Company is of the belief that it has upheld the
N
basic principles of human rights in all its dealings. The Company regularly sensitises its employees on the Code of Conduct
through various training programs as well. We get certification from vendors stating that they follow the applicable labour
laws and do not practice child labour.
2. Details of the scope and coverage of any Human rights due-diligence conducted. NA
3. I s the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of
Persons with Disabilities Act, 2016?
Yes.
5. rovide details of any corrective actions taken or underway to address significant risks / concerns arising from the
P
assessments at Question 4 above.
uring the FY 2024, no significant risks or concerns were found throughout the assessment, thus prompting no need for
D
corrective actions.
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PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
ESSENTIAL INDICATORS
1. Details of total energy consumption (in GJ) and energy intensity, in the following format
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve
and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme
have been achieved. In case targets have not been achieved, provide the remedial action taken, if any.
3. Provide details of the following disclosures related to water, in the following format
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Yes, assurance has been undertaken by M/s TÜV SÜD South Asia Private Limited.
5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and
implementation.
We have well equipped Sewage Treatment plant and there is no any water discharge on outside area
6. Provide details of air emissions (other than GHG emissions) by the entity, in the following format.
Parameter Please specify unit FY 2024 FY 2023
NOx Tonnes 1,796.45 972
SOx Tonnes 1,791.61 3,078.51
Particulate matter (PM) Tonnes 7,902.22 4,065.66
Persistent organic pollutants (POP) NA 0 0
Volatile organic compounds (VOC) NA 0 0
Hazardous air pollutants (HAP) NA 0 0
Others- please specify NA 0 0
Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
Yes, assurance has been undertaken by M/s TÜV SÜD South Asia Private Limited.
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7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format
8. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details
Yes, The Company has installed 15 MW of Solar Power Plant at Managalwedha, Solapur for captive consumption.
9. Provide details related to waste management by the entity, in the following format:
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For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations
(in metric tonnes)
Category of waste FY 2024 FY 2023
Total Waste generated (in MT)
(i) Recycled 0.02592 0.02345
(ii) Re-used 0 0
(iii) Other recovery operations 0 0
Total 0.02592 0.02345
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste FY 2024 FY 2023
Total Waste generated (in MT)
(i) Incineration 0.115 0.08
(ii) Landfilling 13.53 5.9
(iii) Other recovery operations 15 14.6
ote: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
N
If yes, name of the external agency
Yes, assurance has been undertaken by M/s TÜV SÜD South Asia Private Limited.
10. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by
your Company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices
adopted to manage such wastes
ecessary approval is taken from legal authorities for the generation, storage, and disposal of waste depending on the type
N
of waste. All Hazardous/Non-hazardous waste generated is segregated at the source, collected, and stored separately at
defined locations in the scrap yard with appropriate identification and labeling. All the hazardous waste is stored as per the
requirement so that it can’t have an adverse impact on the environment. Inventory of hazardous waste is maintained as per
rules. Necessary training and Personal Protective Equipment are provided to all operators engaged in the handling of waste.
All the waste is disposed of through authorised agencies only and necessary records are maintained and return submitted
to authorised agencies as per legal requirements. Continual Improvement projects are derived across all the units to reduce
the generation of waste from processes/plants.
11. I f the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries,
biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental
approvals / clearances are required, specify details in the following format:
S No. Location of operations/ Type of operations Whether the conditions of environmental approval /
offices clearance are being complied with? (Y/N) If no, the
reasons thereof and corrective action taken, if any.
NA
12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the
current financial year:
Name and brief EIA Date Whether conducted Results Relevant Web link
details of the project Notification by independent communicated in
No. external agency public domain
(Yes / No) (Yes / No)
NA
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13. Is the entity compliant with the applicable environmental law / regulations / guidelines in India, such as the Water
(Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment Protection Act
and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format:
S.No. Specify the law / regulation Provide details Any fines / penalties / action taken Corrective action
/ guidelines which was not of the by regulatory agencies such as taken, if any
complied with non-compliance pollution control boards or by courts
No fines or penalties for non-compliance.
LEADERSHIP INDICATORS
1. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres):
For each facility / plant located in areas of water stress, provide the following information:
(i) Name of the area:
(ii) Nature of operations:
(iii) Water withdrawal, consumption and discharge in the following format:
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2. Please provide details of total Scope 3 emissions & its intensity, in the following format:
3. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details
of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation
activities.
Not applicable
4. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource
efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the
same as well as outcome of such initiatives, as per the following format:
Sr. No Initiative undertaken Details of the initiative (Web-link, if any, Outcome of the
may be provided along-with summary) initiative
Renewable energy use for its operations NA
5. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link.
Yes, we have an emergency preparedness plan covering all manufacturing sites and business operations with detailed
guidelines, procedures and action plans for mitigating the risks and impacts in a timely manner. In the event of any
major disruption such as process hazard, natural calamities; we have an appropriate action plan for the identified risks
to respond to, mitigate the effects of, and restore the operations. We have conducted training and awareness programs
to all employees and workers by providing the details of signaling mechanisms, roles & responsibilities, assembly points,
medical arrangements to be followed in case of any business disruption.
We have an appropriate system, procedures and mechanisms to address various risks through implementation of emergency
preparedness plan and guidelines on appropriate practices to be followed during the occurrence of any disaster.
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6. Disclose any significant adverse impact to the environment, arising from the value chain o the entity. What mitigation
or adaptation measures have been taken by the entity in this regard.
7. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental
impacts
The Company ensures compliance with our internal policies across our value chain. All principal material suppliers
are required to certify adherence to the PCL Supplier Code of Conduct, which includes commitments to environmental
regulations. We are actively improving our evaluation and auditing processes to be more aligned with specific sustainability
criteria and other critical material concerns. This initiative is part of our ongoing effort to enhance environmental stewardship
among our value chain partners.
PRINCIPLE 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is
responsible and transparent
ESSENTIAL INDICATORS
1.
b. List the top 10 trade and industry chambers / associations (determined based on the total members of such a body)
the entity is a member of / affiliated to.
2. Provide details of corrective action taken or underway on any issues related to anticompetitive conduct by the entity,
based on adverse orders from regulatory authorities.
LEADERSHIP INDICATORS
S. No. Public Policy Method resorted for Whether information Frequency of Review by Board Relevant
Advocated such advocacy available in public (Annually/Half yearly/Quarterly/ Web link
domain (Yes / No) Others- please specify
NA
PCL refrains from involvement in lobbying activities. Senior executives of PCL hold memberships in industry bodies engaged
in shaping public policy related to industry & business. PCL’s advocacy efforts are primarily directed towards areas of
governance, economic reform, and energy security, with a steadfast commitment to advocating for the broader public good.
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ESSENTIAL INDICATORS
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the
current financial year.
Name and brief SIA Notification Date of Whether conducted Results Relevant
details of the project No. notification by independent communicated in Web link
external agency public domain
(Yes / No) (Yes / No)
Not Applicable
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by
your entity in the following format:
S.No. Name of Project State District No. of Project % of PAFs covered by Amounts paid
for which R&R Affected Families R&R to PAFs in the
is ongoing (PAFs) FY (In `)
Not Applicable
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers
5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees or workers employed
on a permanent or non-permanent / on contract basis)in the following locations, as % of total wage cost: NIL
LEADERSHIP INDICATORS
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments
(Reference: Question 1 of Essential Indicators above):
Details of negative social impact identified Corrective action taken
Not Applicable
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as
identified by government bodies:
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3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising
marginalised /vulnerable groups? (Yes/No)
No, We don’t have any preferential policy. We are giving business based on the Capability and competency of suppliers.
4. etails of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the
D
current financial year), based on traditional knowledge: NA
S. No. Intellectual Property Owned/ Acquired (Yes/ Benefit shared (Yes / No) Basis of calculating
based on traditional No) benefit share
knowledge
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes
wherein usage of traditional knowledge is involved. NA
PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner
ESSENTIAL INDICATORS
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback
he Company has procedures in place for handling customer/consumer complaints. Customer satisfaction survey
T
measurement is also conducted and action plan guides for continuous improvement.
2. Turnover of products and / services as a percentage of turnover from all products/ service that carry information
about
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5. Does the entity have a framework / policy on cyber security and risks related to data privacy? (Yes/No) If available,
provide a web-link of the policy
es, the Company has a Risk Management Policy that has been approved by the Board. As technology and digital
Y
advancements continue to progress, cyber risks are becoming more prevalent. To address this, the Company has
established a robust Cyber Risk Management framework, which is overseen by the Risk Management Committee. The
framework ensures that cyber risks are identified and mitigated effectively. The web link for Risk Management Policy is as
follows: www.pclindia.in.
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential
services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action
taken by regulatory authorities on safety of products / services
Not applicable
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LEADERSHIP INDICATORS
1. Channels / platforms where information on products and services of the entity can be accessed (provide web link,
if available).
he information on various products of the entity can be accessed on Company’s website https://www.pclindia.
T
in.businesses/
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.
ur Company manufactures products tailored to our B2B clients’ needs. We prioritise upholding legal principles and have
O
conducted thorough awareness programs to educate and involve our B2B customers. These initiatives aim to inform our
clients about various product specifications, the safe and responsible use of our products, and potential applications.
NA
4. Does the entity display product information on the product over and above what is mandated as per local laws?
(Yes/No/Not Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to consumer
satisfaction relating to the major products / services of the entity, significant locations of operation of the hole?
(Yes/No)
We manufacture products for B2B clients, hence the above is not applicable to PCL.
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TÜV SÜD South Asia Pvt Ltd. (hereinafter TÜV SÜD) has been engaged by Precision Camshaft Limited to perform a limited
assurance and verification of sustainability information in the SUSTAINABILITY REPORT “BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT”, of Precision Camshaft Limited hereinafter “Company”) for the period from 1st April 2023 to
31st March 2024. The verification was carried out according to the steps and methods described below.
The following selected disclosures (“parts of the report”) are included in the scope of the assurance engagement for reporting
year 1st April 2023 – 31st March 2024 along with comparative previous year information.
The following selective disclosures in the Report “BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT”, published at
Integrated Report FY 2023-24.
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The applied level of assurance was “limited assurance”. Because the level of assurance obtained in a limited assurance, the
engagement is lower than in a reasonable assurance engagement, the procedures the verification team performs in a limited
assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement.
The verification was based on a systematic and evidence-based assurance process limited as stated above. The selection of
assurance procedures is subject to the auditor’s own judgment.
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- Inquiries of personnel who are responsible for the stakeholder engagement and materiality analysis to understand the
reporting boundaries
- Evaluation of the design and implementation of the systems and processes for compiling, analysing, and aggregating
sustainability information as well as for internal controls
- Inquiries of company’s representatives responsible for collecting, preparing and consolidating sustainability information
and performing internal controls
- Analytical procedures and inspection of sustainability information as reported at group level by all locations
- Assessment of local data collection and management procedures and control mechanisms through a sample survey at
plant located in Solapur (Maharashtra) and corporate office at Pune
Conclusion
On the basis of the assessment procedures carried out from 1st April 2024 to 20th May 2024, Nothing has come to our attention
to suggest that the Report does not meet the completeness with respect the Reporting Criteria.
Limitations
The assurance process was subject to the following limitations:
- The subject matter information covered by the engagement are described in the “scope of the engagement”. Assurance
of further information included in the sustainability reporting was not performed. Accordingly, TÜV SÜD do not express a
conclusion on this information.
- Financial data were only considered to the extent to check the compliance with the economic indicators provided by the
GRI Standards and were drawn directly from independently audited financial accounts. TÜV SÜD did not perform any
further assurance procedures on data, which were subject of the annual financial audit.
- The assurance scope excluded forward-looking statements, product- or service-related information, external information
sources and expert opinions.
This statement is by the scope of the engagement solely intended to inform the Company as to the results of the mandated
assessment. TÜV SÜD has not considered the interest of any other party in the selected sustainability information, this assurance
report or the conclusions TÜV SÜD has reached. Therefore, nothing in the engagement or this statement provides third parties
with any rights or claims whatsoever.
Place, Date
22nd May 2024
Gurugram (Haryana)
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Sr. Key Audit Matter How the Key Audit Matter was addressed in our audit
No
1 Provision for Impairment of Investment in subsidiaries Our audit procedures in respect of this area include but are not
limited to:
Refer Note 5A of financial statement with respect to
the disclosures of Investment in subsidiaries. On March 1. Obtained an understanding of the Company’s accounting
31, 2024, Investment in subsidiaries amounts to INR. policy on assessment of impairment of investments in
16,270.84 lakhs against which provision of INR. Nil lakhs subsidiaries and application of assumption used by the
was made towards impairment in the books of account. management, including design and implementation of
controls over the same.
In accordance with Ind AS 36-”Impairment of Assets”,
2. Tested the operating effectiveness of the internal
at each reporting period end, management assesses
controls over the process of valuation and impairment of
the existence of impairment indicators of investments
investments in subsidiaries.
in subsidiaries. The processes and methodologies for
assessing and determining the recoverable amount of 3. Obtained and reviewed the valuation report issued by the
each investments are based on complex assumptions, Company’s independent valuation experts, and assessed
that by their nature imply the use of the management’s the expert’s competence, capability and objectivity.
judgments & estimation uncertainty, in particular with 4. Assessed the appropriateness of the valuation
reference to identification of impairment indicators, methodology applied and reasonableness of the
forecast of future cash flows relating to the period assumptions used i.e. the discount rate and long-term
growth rates used in the forecast.
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Sr. Key Audit Matter How the Key Audit Matter was addressed in our audit
No
covered by the Company’s strategic business plan, 5. Verified completeness, arithmetical accuracy and validity
normalized cash flows assumed as a basis for terminal of the data used in the calculations.
value, as well as the long-term growth rates and discount
6. Assessed reasonableness of the future revenue and
rates applied to such forecasted cash flows.
margin projections, by reviewing the historical accuracy of
Since the amount of provision for impairment is material the Group’s estimates and its ability to produce accurate
and involves significant management judgement and long-term forecasts.
estimation uncertainty, we have identified provision for
7. Assessed the Company’s sensitivity analysis and
impairment of investment in subsidiaries as a key audit
evaluated whether any reasonably foreseeable change in
matter.
assumptions could lead to impairment or material change
in carrying value of Investment in Subsidiaries.
INFORMATION OTHER THAN THE STANDALONE that give a true and fair view of the financial position,
FINANCIAL STATEMENTS AND AUDITOR’S REPORT financial performance, changes in equity and cash flows of
THEREON the Company in accordance with the accounting principles
The Company’s Board of Directors is responsible for the other generally accepted in India, including the Accounting
information. The other information comprises the Director’s Standards specified under section 133 of the Act. This
report including annexures to the Directors report but does responsibility also includes maintenance of adequate
not include the standalone financial statements and our accounting records in accordance with the provisions of
auditor’s report thereon. the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities;
Our opinion on the standalone financial statements does not selection and application of appropriate accounting policies;
cover the other information and we do not express any form making judgments and estimates that are reasonable and
of assurance conclusion thereon. prudent; and design, implementation and maintenance of
In connection with our audit of the standalone financial adequate internal financial controls, that were operating
statements, our responsibility is to read the other effectively for ensuring the accuracy and completeness of
information and, in doing so, consider whether the other the accounting records, relevant to the preparation and
information is materially inconsistent with the standalone presentation of the standalone financial statement that give
financial statements or our knowledge obtained in the audit a true and fair view and are free from material misstatement,
or otherwise appears to be materially misstated. If, based whether due to fraud or error.
on the work we have performed, we conclude that there is In preparing the standalone financial statements, the
a material misstatement of this other information, we are Management and Board of Directors are responsible for
required to report that fact. We have nothing to report in this assessing the Company’s ability to continue as a going
regard. concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting
RESPONSIBILITIES OF MANAGEMENT AND THOSE
unless the Board of Directors either intends to liquidate
CHARGED WITH GOVERNANCE FOR THE STANDALONE
the Company or to cease operations, or has no realistic
FINANCIAL STATEMENTS
alternative but to do so.
The Company’s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to The Board of Directors are also responsible for overseeing
the preparation of these standalone financial statements the Company’s financial reporting process.
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AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE (e) On the basis of the written representations
STANDALONE FINANCIAL STATEMENTS received from the directors as on March 31, 2024
Our objectives are to obtain reasonable assurance about taken on record by the Board of Directors, none
whether the standalone financial statements as a whole of the directors are disqualified as on March 31,
are free from material misstatement, whether due to fraud 2024 from being appointed as a director in terms
or error, and to issue an auditor’s report that includes our of Section 164 (2) of the Act.
opinion. Reasonable assurance is a high level of assurance, (f)
The reservation relating to the maintenance of
but is not a guarantee that an audit conducted in accordance accounts and other matters connected therewith
with SAs will always detect a material misstatement when it are as stated in paragraph (b) above on reporting
exists. Misstatements can arise from fraud or error and are under Section 143(3)(b) and paragraph h(vi) below
considered material if, individually or in the aggregate, they on reporting under Rule 11(g).
could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone (g)
With respect to the adequacy of the internal
financial statements. financial controls with reference to standalone
financial statements of the Company and the
We give in “Annexure A” a detailed description of Auditor’s operating effectiveness of such controls, refer to
responsibilities for Audit of the Standalone Financial our separate Report in “Annexure C”.
Statements.
(h) With respect to the other matters to be included in
REPORT ON OTHER LEGAL AND REGULATORY the Auditor’s Report in accordance with Rule 11 of
REQUIREMENTS the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
1. As required by the Companies (Auditor’s Report) Order,
according to the explanations given to us:
2020 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of section 143 of i. The Company has disclosed the impact of
the Act, we give in “Annexure B” a statement on the pending litigations on its financial position
matters specified in paragraphs 3 and 4 of the Order, to in its standalone financial statements –
the extent applicable. Refer Note 32(b) to the standalone financial
statements;
2. As required by Section 143(3) of the Act, we report that:
ii. The Company did not have any long-term
(a) We have sought and obtained all the information
contracts including derivative contracts for
and explanations which to the best of our knowledge
which there were any material foreseeable
and belief were necessary for the purposes of our
losses.
audit.
iii. There has been no delay in transferring
(b) In our opinion, proper books of account as required
amounts, required to be transferred, to the
by law have been kept by the Company so far as
Investor Education and Protection Fund by
it appears from our examination of those books
the Company.
except for the matter stated in the paragraph h(vi)
below on reporting under Rule 11(g). iv. (1) The Management has represented that,
to the best of its knowledge and belief,
(c) The Balance Sheet, the Statement of Profit and
no funds have been advanced or loaned
Loss including other comprehensive income, the
or invested (either from borrowed funds
Statement of Changes in Equity and the Statement
or share premium or any other sources or
of Cash Flow dealt with by this Report are in
kind of funds) by the Company to or in any
agreement with the books of account.
other person(s) or entity(ies), including
(d) In our opinion, the aforesaid standalone financial foreign entities (“Intermediaries”), with
statements comply with the Accounting Standards the understanding, whether recorded
specified under Section 133 of the Act. in writing or otherwise, that the
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Intermediary shall, directly or indirectly ensuing Annual General Meeting. The dividend
lend or invest in other persons or entities declared is in accordance with section 123 of
identified in any manner whatsoever by the Act to the extent it applies to declaration
or on behalf of the Company (“Ultimate of dividend. (Refer Note 31 to the Standalone
Beneficiaries”) or provide any guarantee, financial statements)
security or the like on behalf of the
vi. Based on our examination, the Company has
Ultimate Beneficiaries.
used two accounting software for maintaining
(2)
The Management has represented, its books of account, which pertains to SAP
that, to the best of its knowledge and 800 and Payroll Ascent, for the year ended
belief, no funds have been received March 31, 2024, which has the feature
by the Company from any person(s) or of recording audit trail (edit log) facility,
entity(ies), including foreign entities however no audit trail feature was enabled
(Funding Parties), with the understanding, at the database level to log any direct data
whether recorded in writing or otherwise, changes. Further, the audit trail facility has
as on the date of this audit report, that been operated throughout the year for all
the Company shall, directly or indirectly, the relevant transactions recorded in the
lend or invest in other persons or entities accounting software, except for the software
identified in any manner whatsoever at the database level as stated above, in
by or on behalf of the Funding Party respect of which the audit trail facility has not
(“Ultimate Beneficiaries”) or provide any operated throughout the year for all relevant
guarantee, security or the like on behalf transactions recorded in this accounting
of the Ultimate Beneficiaries. software during the year ended March 31,
2024. Further, during the course of our
(3) Based on the audit procedures performed
examination, we did not come across any
that have been considered reasonable
instance of audit trail feature being tampered
and appropriate in the circumstances,
with.
and according to the information and
explanations provided to us by the 3. In our opinion, according to information, explanations
Management in this regard nothing has given to us, the remuneration paid by the Company to
come to our notice that has caused us to its directors is within the limits laid prescribed under
believe that the representations under Section 197 read with Schedule V of the Act and the
sub-clause (i) and (ii) of Rule 11(e) as rules thereunder.
provided under (1) and (2) above, contain
any material mis-statement.
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ANNEXURE A
TO THE INDEPENDENT AUDITOR’S REPORT ON EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS
OF PRECISION CAMSHAFTS LIMITED FOR THE YEAR ENDED MARCH 31, 2024
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE are required to draw attention in our auditor’s report
STANDALONE FINANCIAL STATEMENTS to the related disclosures in the standalone financial
As part of an audit in accordance with SAs, we exercise statements or, if such disclosures are inadequate, to
professional judgment and maintain professional skepticism modify our opinion. Our conclusions are based on the
throughout the audit. We also: audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause
• Identify and assess the risks of material misstatement the Company to cease to continue as a going concern.
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures • Evaluate the overall presentation, structure and content
responsive to those risks, and obtain audit evidence of the standalone financial statements, including the
that is sufficient and appropriate to provide a basis disclosures, and whether the standalone financial
for our opinion. The risk of not detecting a material statements represent the underlying transactions and
misstatement resulting from fraud is higher than for events in a manner that achieves fair presentation.
one resulting from error, as fraud may involve collusion, We communicate with those charged with governance
forgery, intentional omissions, misrepresentations, or regarding, among other matters, the planned scope and
the override of internal control. timing of the audit and significant audit findings, including
• Obtain an understanding of internal control relevant to any significant deficiencies in internal control that we identify
the audit in order to design audit procedures that are during our audit.
appropriate in the circumstances. Under section 143(3) We also provide those charged with governance with a
(i) of the Act, we are also responsible for expressing our statement that we have complied with relevant ethical
opinion on whether the company has adequate internal requirements regarding independence, and to communicate
financial controls with reference to standalone financial with them all relationships and other matters that may
statements in place and the operating effectiveness of reasonably be thought to bear on our independence, and
such controls. where applicable, related safeguards.
• Evaluate the appropriateness of accounting policies From the matters communicated with those charged with
used and the reasonableness of accounting estimates governance, we determine those matters that were of most
and related disclosures made by management and significance in the audit of the standalone financial statements
Board of Directors. for the year ended March 31, 2024 and are therefore, the key
• Conclude on the appropriateness of management and audit matters. We describe these matters in our auditor’s
Board of Director’s use of the going concern basis of report unless law or regulation precludes public disclosure
accounting and, based on the audit evidence obtained, about the matter or when, in extremely rare circumstances,
whether a material uncertainty exists related to events we determine that a matter should not be communicated
or conditions that may cast significant doubt on the in our report because the adverse consequences of doing
Company’s ability to continue as a going concern. If so would reasonably be expected to outweigh the public
we conclude that a material uncertainty exists, we interest benefits of such communication.
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ANNEXURE B
TO INDEPENDENT AUDITORS’ REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF
PRECISION CAMSHAFTS LIMITED FOR THE YEAR ENDED MARCH 31, 2024
[Referred to in paragraph 1 under ‘Report on Other Legal (e) According to the information and explanations given
and Regulatory Requirements’ in the Independent Auditors’ to us, no proceeding has been initiated or pending
Report] against the Company for holding benami property
under the Benami Transactions (Prohibition) Act,
i. (a) A. The Company has maintained proper records
1988, as amended and rules made thereunder.
showing full particulars including quantitative
Accordingly, the provisions stated in paragraph 3(i)
details and situation of Property, Plant and
(e) of the Order are not applicable to the Company.
Equipment.
ii. (a) The inventory (excluding stocks with third parties
B. The Company has maintained proper records
and stock in transit) has been physically verified
showing full particulars of intangible assets.
by the management during the year. In respect
(b) All the Property, Plant and Equipment have not of inventory lying with third parties, these have
been physically verified by the management substantially been confirmed by them and in respect
during the year but there is a regular programme of goods in transit, the goods have been received
of verification, which, in our opinion, is reasonable subsequent to the year end. No discrepancies were
having regard to the size of the Company and the noticed in respect of such confirmations. In our
nature of its assets. No material discrepancies opinion, the frequency, coverage and procedure
were noticed on such verification. of such verification is reasonable and appropriate,
(c)
According to the information and explanations having regard to the size of the Company and the
given to us and on the basis of our examination nature of its operations. The discrepancies noticed
of the records of the Company, the title deeds on physical verification of inventory as compared to
of immovable properties as disclosed in the book records were not 10% or more in aggregate
standalone financial statements, are held in the for each class of inventory.
name of the Company. (b) The Company has been sanctioned working capital
(d)
According to the information and explanations limits in excess of Rs. 5 crores in aggregate from
given to us, the Company has not revalued its Banks on the basis of security of current assets. Based
property, plant and Equipment and intangible on the records examined by us in the normal course
assets during the year. Accordingly, the provisions of audit of the standalone financial statements,
stated under clause 3(i)(d) of the Order are not quarterly statements are filed with such Banks are
applicable to the Company. not in agreement with the books of accounts of the
Company. Details of the same are as below.
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Annexure B (Contd.)
iii. (a) According to the information explanation provided to us, the Company has provided loans to any other entity.
(b) According to the information and explanations given to us and based on the audit procedures performed by us, we
are of the opinion that the terms and conditions in relation to grant of all loans are not prejudicial to the interest of the
Company.
(c) In case of the loans, schedule of repayment of principal and payment of interest have been stipulated. The repayment
of principal has not fallen due in the current year however, the borrower has not been regular in the payment of interest
to the Company.
Name of the entity Interest amount Due Date Date of Extent of Remarks,
(Amount in INR lakhs) Payment delay (in days) if any
PCL International 13.07 January 31, 2023 May 29, 2023 119
Holdings B.V. 3.01 January 31, 2024 March 6, 2024 36
(d)
According to the information and explanations to be deposits, within the meaning of Sections 73, 74,
given to us and on the basis of our examination of 75 and 76 of the Companies Act, 2013 and the rules
the records of the Company, there are no amounts framed there under. Accordingly, the provisions stated
overdue for more than ninety days in respect of the under clause 3(v) of the Order is not applicable to the
loans granted by the Company. Company. Also, there are no amounts outstanding as on
March 31, 2024, which are in the nature of deposits.
(e) According to the information explanation provided
to us, the loan granted has not fallen due during vi. Pursuant to the rules made by the Central Government
the year. Accordingly, the provisions stated under of India, the Company is required to maintain cost
clause 3(iii)(e) of the Order are not applicable to records as specified under Section 148(1) of the
the Company. Companies Act, 2013 in respect of its products. We
have broadly reviewed the same, and are of the opinion
(f) According to the information explanation provided
that, prima facie, the prescribed accounts and records
to us, the Company has not granted any loans which
have been made and maintained. We have not, however,
are either repayable on demand or without specifying
made a detailed examination of the records with a view
any terms or period of repayment during the year.
to determine whether they are accurate or complete.
Accordingly, the provisions stated under clause 3(iii)
(f) of the Order are not applicable to the Company. vii. (a) According to the information and explanations given
to us and the records of the Company examined
iv. According to the information and explanations given to
by us, in our opinion, undisputed statutory dues
us, the Company has complied with the provisions of
including Goods and Services tax, provident
Section 185 and 186 of the Companies Act, 2013, in
fund, employees’ state insurance, income-tax,
respect of loans given and investment made.
duty of customs, cess, and other statutory dues
v. According to the information and explanations given have generally been regularly deposited with the
to us, the Company has neither accepted any deposits appropriate authorities during the year, though
from the public nor any amounts which are deemed there has been a slight delay in a few cases.
154
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Statutory Reports
Financial Statements
Annexure B (Contd.)
There are no undisputed amounts payable in respect of Goods and Services tax, provident fund, employees’ state
insurance, income-tax, duty of customs, cess, and other statutory dues in arrears as at March 31, 2024, outstanding
for a period of more than six months from the date they became payable.
(b) According to the information and explanation given to us and examination of records of the Company, details of
statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2024, on account
of any dispute, are as follows :
Name of the Nature of dues Amount Period to Amount Paid Forum where Remarks, if any
statute Demanded which the (INR Lakhs) dispute is
in (INR amount pending
Lakhs ) relates
Central Excise Act, Excise Duty 20.76 2002-05 - Commissioner of
1994 Central Excise
Collector of Stamps Stamp duty 31.79 2007-08 - Controlling
Solapur Revenue
Authority, Pune
Employee Provident Fund 24.23 2003-06 12.12 Hon’ble High The Company
Provident Funds (excluding Court of has deposited
and Miscellaneous interest) Judicature INR 12.12 lakhs
Provision Act, 1952 Bombay under protest
Income-tax Act, Income tax on 1,701.16 2013-14 335.41 CIT (Appeals) The Company
1961 ESOP expense has paid INR
and other 335.41 lakhs
disallowance under protest.
Income-tax Act, Penalty for 3.47 2017-18 0.70 CIT (Appeals) The Company
1961 under reporting has paid INR
of income for 0.70 lakhs
incremental under protest.
disallowance
The Maharashtra Compensation 49.96 2014 - Hon’ble High
Recognized Trade on employee Court of
Union and Unfair dispute Judicature at
Labor Practices Bombay – Civil
Act, 1971 Appellate
Jurisdiction
GST Act, 2017 GST on Tooling 200.62 2017-18 - Hon’ble High
income & Court of
Mismatch in ITC Judicature
Bombay
Income Tax Act, International 19.47 2019-20 - Dispute This is on the
1961 Transaction 5.40 2020-21 - Resolution basis of Draft
on corporate Panel(DRP) Order.
Guarantee &
Disallowance
u/s 14A
viii. According to the information and explanations given to us, there are no transactions which are not accounted in the books
of account which have been surrendered or disclosed as income during the year in Income-tax Assessment of the Company.
Accordingly, the provision stated under clause 3(viii) of the Order is not applicable to the Company.
ix. (a) In our opinion and according to the information and explanations given to us and the records of the Company examined
by us, the Company has not defaulted in repayment of loans or borrowings or in payment of interest thereon to any
lender.
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Annual Report 2023-24
Annexure B (Contd.)
(b)
According to the information and explanations xi. (a) Based on our examination of the books and records
given to us and on the basis of our audit procedures, of the Company, carried out in accordance with
we report that the Company has not been declared the generally accepted auditing practices in India,
willful defaulter by any bank or financial institution and according to the information and explanations
or government or any government authority. given to us, we report that no material fraud by the
Company nor on the Company has been noticed or
(c) In our opinion and according to the information
reported during the course of our audit.
explanation provided to us, no money was raised
by way of term loans. Accordingly, the provision (b) Based on our examination of the books and records
stated in paragraph 3(ix)(c) of the Order is not of the Company, carried out in accordance with
applicable to the Company. the generally accepted auditing practices in India,
and according to the information and explanations
(d)
According to the information and explanations
given to us, a report under Section 143(12) of the
given to us, and the procedures performed by us,
Act, in Form ADT-4, as prescribed under rule 13 of
and on an overall examination of the standalone
Companies (Audit and Auditors) Rules, 2014 was
financial statements of the Company, we report
not required to be filed with the Central Government.
that no funds raised on short-term basis have been
Accordingly, the provisions stated under clause 3(xi)
used for long-term purposes by the Company.
(b) of the Order is not applicable to the Company.
(e) According to the information explanation given to
(c) As represented to us by the Management, there
us and on an overall examination of the standalone
are no whistle-blower complaints received by the
financial statements of the Company, we report
Company during the year.
that the Company has not taken any funds from
any entity or person on account of or to meet the xii. The Company is not a Nidhi Company. Accordingly, the
obligations of its subsidiaries. provisions stated under clause 3(xii)(a) to (c) of the
Order are not applicable to the Company.
(f)
According to the information and explanations
given to us and procedures performed by us, we xiii. According to the information and explanations given
report that the Company has not raised loans to us and based on our examination of the records of
during the year on the pledge of securities held the Company, transactions with the related parties
in its subsidiaries. Further, the company do not are in compliance with Sections 177 and 188 of the
have any associate or joint ventures. Accordingly, Companies Act 2013, where applicable and details of
reporting under Clause 3(ix)(f) of the order is not such transactions have been disclosed in the standalone
applicable to the Company. financial statements as required by the applicable
accounting standards.
x. (a) In our opinion and according to the information
explanation given to us, the Company did not raise xiv. (a) In our opinion and based on our examination,
any money by way of initial public offer or further the Company has an internal audit system
public offer (including debt instruments) during commensurate with the size and nature of its
the year. Accordingly, the provisions stated under business.
clause 3(x)(a) of the Order are not applicable to the
(b) We have considered internal audit reports of the
Company.
Company issued till date, for the period under audit.
(b)
According to the information and explanations
xv. According to the information and explanations given to
given to us and based on our examination of the
us, in our opinion, during the year, the Company has not
records of the Company, the Company has not made
entered into non-cash transactions with directors or
any preferential allotment or private placement
persons connected with its directors and accordingly,
of shares or fully, partly, or optionally convertible
the reporting on compliance with the provisions of
debentures during the year. Accordingly, the
Section 192 of the the Act in clause 3(xv) of the Order is
provisions stated in paragraph 3 (x)(b) of the Order
not applicable to the Company.
are not applicable to the Company.
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Corporate Overview
Statutory Reports
Financial Statements
Annexure B (Contd.)
xvi. (a) The Company is not required to be registered xix. According to the information and explanations given to
under Section 45 IA of the Reserve Bank of India us and on the basis of the financial ratios (as disclosed in
Act, 1934 and accordingly, the provisions stated in note 56 to the standalone financial statements), ageing
paragraph 3 (xvi)(a) of the Order are not applicable and expected dates of realization of financial assets
to the Company. and payment of financial liabilities, other information
accompanying the standalone financial statements, our
(b) The Company is not engaged in any Non-Banking
knowledge of the Board of Directors and management
Financial or Housing Finance activities during the
plans and based on our examination of the evidence
year and accordingly, the provisions stated under
supporting the assumptions, nothing has come to our
clause 3 (xvi)(b) of the Order are not applicable to
attention, which causes us to believe that any material
the Company.
uncertainty exists as on the date of the audit report that
(c) The Company is not a Core investment Company Company is not capable of meeting its liabilities existing
(CIC) as defined in the regulations made by at the date of balance sheet as and when they fall due
Reserve Bank of India. Hence, the reporting under within a period of one year from the balance sheet date.
paragraph 3 (xvi)(c) of the Order are not applicable We, however, state that this is not an assurance as to
to the Company. the future viability of the Company. We further state
(d)
According to the information and explanations that our reporting is based on the facts up to the date
provided to us, the Group (as defined in the of the audit report and we neither give any guarantee
Core Investment Companies (Reserve Bank) nor any assurance that all liabilities falling due within a
Directions, 2016) does not have more than one period of one year from the balance sheet date, will get
Core Investment Company as a part of its group. discharged by the Company as and when they fall due.
Accordingly, the provisions stated under clause xx. According to the information and explanations given
3(xvi)(d) of the Order are not applicable to the to us and based on our verification, the provisions of
Company. Section 135 of the Companies Act, 2013 are applicable
xvii. Based on the overall review of standalone financial to the Company. The Company has made the required
statements, the Company has not incurred cash losses contributions during the year and there are no unspent
in the current financial year and in the immediately amounts which are required to be transferred either to
preceding financial year. Accordingly, the provisions a Fund specified in schedule VII of the Companies Act,
stated under clause 3(xvii) of the Order are not 2013 or to a Special Account as per the provisions of
applicable to the Company. Section 135 of the Act read with schedule VII to the
companies Act, 2013. Accordingly, reporting under
xviii. There has been no resignation of the statutory auditors Clause 3(xx)(a) and Clause 3(xx)(b) of the Order is not
during the year. Hence, the provisions stated in applicable to the Company.
paragraph 3 (xviii) of the Order are not applicable to the
Company. xxi. The reporting under Clause 3(xxi) of the Order is not
applicable in respect of audit of standalone financial
statements. Accordingly, no comment in respect of the
said Clause has been included in the report.
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Annual Report 2023-24
ANNEXURE C
TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF PRECISION
CAMSHAFTS LIMITED
[Referred to in paragraph 2(g) under ‘Report on Other Legal financial statements based on our audit. We conducted
and Regulatory Requirements’ in the Independent Auditors’ our audit in accordance with the Guidance Note and the
Report of even date to the Members of Precision Camshafts Standards on Auditing, issued by ICAI and deemed to be
Limited on the Financial Statements for the year ended March prescribed under section 143(10) of the Act, to the extent
31, 2024] applicable to an audit of internal financial controls. Those
Standards and the Guidance Note require that we comply
REPORT ON THE INTERNAL FINANCIAL CONTROLS with ethical requirements and plan and perform the audit
UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 to obtain reasonable assurance about whether adequate
OF THE COMPANIES ACT, 2013 (“THE ACT”) internal financial controls with reference to standalone
We have audited the internal financial controls with reference financial statements was established and maintained and if
to standalone financial statements of Precision Camshafts such controls operated effectively in all material respects.
Limited (“the Company”) as of March 31, 2024 in conjunction Our audit involves performing procedures to obtain audit
with our audit of the standalone financial statements of the evidence about the adequacy of the internal financial controls
Company for the year ended on that date. with reference to standalone financial statements and
their operating effectiveness. Our audit of internal financial
OPINION
controls with reference to standalone financial statements
In our opinion, the Company has, in all material respects, included obtaining an understanding of internal financial
an adequate internal financial controls with reference to controls with reference to standalone financial statements,
standalone financial statements and such internal financial assessing the risk that a material weakness exists, and testing
controls with reference to standalone financial statements and evaluating the design and operating effectiveness of
were operating effectively as at March 31, 2024, based on internal control based on the assessed risk. The procedures
the internal control with reference to standalone financial selected depend on the auditor’s judgement, including the
statements criteria established by the Company considering assessment of the risks of material misstatement of the
the essential components of internal control stated in the standalone financial statements, whether due to fraud or
Guidance Note on Audit of Internal Financial Controls Over error.
Financial Reporting issued by the Institute of Chartered
Accountants of India (ICAI) (the “Guidance Note”). We believe that the audit evidence we have obtained, is
sufficient and appropriate to provide a basis for our audit
Management’s and Board of Director’s Responsibility for opinion on the Company’s internal financial controls with
Internal Financial Controls
reference to standalone financial statements.
The Company’s Management and the Board of Directors Meaning of Internal Financial Controls With reference to
are responsible for establishing and maintaining internal Standalone Financial Statements
financial controls based on the internal control with reference
to standalone financial statements criteria established by the A company’s internal financial control with reference to
Company considering the essential components of internal standalone financial statements is a process designed
control stated in the Guidance Note. These responsibilities to provide reasonable assurance regarding the reliability
include the design, implementation and maintenance of of financial reporting and the preparation of standalone
adequate internal financial controls that were operating financial statements for external purposes in accordance
effectively for ensuring the orderly and efficient conduct of with generally accepted accounting principles. A company’s
its business, including adherence to Company’s policies, internal financial control with reference to standalone
the safeguarding of its assets, the prevention and detection financial statements includes those policies and procedures
of frauds and errors, the accuracy and completeness of the that (1) pertain to the maintenance of records that,
accounting records, and the timely preparation of reliable in reasonable detail, accurately and fairly reflect the
financial information, as required under the Act. transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are
Auditors’ Responsibility recorded as necessary to permit preparation of standalone
Our responsibility is to express an opinion on the Company’s financial statements in accordance with generally accepted
internal financial controls with reference to standalone accounting principles, and that receipts and expenditures
158
Corporate Overview
Statutory Reports
Financial Statements
Annexure C (Contd.)
of the company are being made only in accordance with including the possibility of collusion or improper
authorizations of management and directors of the company; management override of controls, material misstatements
and (3) provide reasonable assurance regarding prevention due to error or fraud may occur and not be detected.
or timely detection of unauthorized acquisition, use, or Also, projections of any evaluation of the internal financial
disposition of the company’s assets that could have a controls with reference to standalone financial statements
material effect on the standalone financial statements. to future periods are subject to the risk that the internal
financial control with reference to standalone financial
Inherent Limitations of Internal Financial Controls With
reference to Standalone financial statements statements may become inadequate because of changes
in conditions, or that the degree of compliance with the
Because of the inherent limitations of internal financial policies or procedures may deteriorate.
controls with reference to standalone financial statements,
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PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Particulars Notes As at As at
31st March 2024 31st March 2023
ASSETS
Non-current assets
(a) Property, plant and equipment 3 24,828.49 18,180.29
(b) Capital work-in-progress 3A 2,671.39 8,020.86
(c) Intangible assets 4 67.13 11.28
(d) Intangible assets under development 4 - 45.00
(e) Financial assets
(i) Investments 5A 16,272.14 16,272.14
(ii) Loans 5B 9,531.91 9,499.79
(iii) Other financial assets 5C 465.64 332.84
(f) Other non-current assets 6 562.87 891.74
Total non-current assets 54,399.57 53,253.94
Current assets
(a) Inventories 7 7,801.89 6,810.99
(b) Financial assets
(i) Investments 5A 21,825.42 17,113.94
(ii) Trade receivables 8 13,603.51 14,455.83
(iii) Cash and cash equivalents 9 1,079.33 544.19
(iv) Bank balance other than (iii) above 9 4,385.65 4,186.69
(v) Others financial assets 5C 86.02 103.23
(c) Other current assets 6 2,353.26 1,927.21
Total current assets 51,135.08 45,142.08
Assets classified as held for sale 18 925.47 -
Total Assets 1,06,460.12 98,396.02
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 10 9,498.58 9,498.58
(b) Other equity 11 79,484.84 72,552.59
Total equity 88,983.42 82,051.17
LIABILITIES
Non-current liabilities
(a) Deferred tax liabilities (net) 27 458.51 264.75
(b) Provisions 16 566.03 468.99
Total non-current liabilities 1,024.54 733.74
Current liabilities
(a) Financial liabilities
(i) Borrowings 12 5,915.25 4,157.01
(ii) Lease liabilities 13A - 5.56
(iii) Trade and other payables 14
- total outstanding dues of micro enterprises and small enterprises 1,190.82 1,438.13
- total outstanding dues of creditors other than micro enterprises 6,987.34 7,703.11
and small enterprises
(iv) Other financial liabilities 13 1,687.42 1,801.20
(b) Other current liabilities 15 239.97 256.39
(c) Provisions 16 206.32 185.09
(d) Current tax liabilities (net) 17 163.93 64.62
Total current liabilities 16,391.05 15,611.11
Liabilities related to assets classified as held for sale 18A 61.11 -
Total liabilities 17,476.70 16,344.85
Total Equity and Liabilities 1,06,460.12 98,396.02
Summary of material accounting policies 2
The accompanying notes are an integral part of the financial statements
As per our report attached of even date
For MSKA & Associates For and on behalf of the Board of Directors of
Chartered Accountants Precision Camshafts Limited
Firm Regn. Number: 105047W CIN : L24231PN1992PLC067126
Nitin Manohar Jumani Yatin S. Shah Ravindra R. Joshi Karan Y. Shah Tanmay M. Pethkar
Partner Managing Director Whole-time Director & CFO Whole-time Director Company Secretary
Membership Number: 111700 DIN: 00318140 DIN: 03338134 DIN. 07985441 Membership Number :
A53618
Place: Pune Place: Solapur Place: Solapur Place: Solapur Place: Pune
Date: 23rd May 2024 Date: 23rd May 2024 Date: 23rd May 2024 Date: 23rd May 2024 Date: 23rd May 2024
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Financial Statements
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Annual Report 2023-24
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Financial Statements
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Annual Report 2023-24
Equity shares of 10 each issued, subscribed and fully paid (refer note 10) Number Amount
At 1 April 2022
st
9,49,85,835 9,498.58
Issued during the year - -
At 31st March 2023 9,49,85,835 9,498.58
Issued during the year - -
At 31 March 2024
st
9,49,85,835 9,498.58
B OTHER EQUITY
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Corporate Overview
Statutory Reports
Financial Statements
(iii) Functional and presentation currency Estimates and underlying assumptions are reviewed on
an ongoing basis. Revisions to accounting estimates are
These Financial Statements are presented in Indian
recognised prospectively.
Rupees (₹), which is also the Company’s functional
currency. All amounts have been rounded-off to the In particular, information about significant areas of
nearest lakh to two decimal points, unless otherwise estimation uncertainty and critical judgments in applying
indicated. accounting policies that have the most significant effect
165
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
on the amounts recognised in the Financial Statements annually. This involves evaluating the
are included in the following notes: subsidiary’s financial health, cash flow
projections, and market conditions. The
a) Critical Accounting Estimates
estimation process involves significant
- Note 31 – The cost of the defined benefit plans, judgment, including assumptions about the
compensated absences and the present value subsidiary's future cash flows, repayment
of the defined benefit obligation are based on ability, and economic conditions. All
actuarial valuation using the projected unit assumptions are reviewed at each reporting
credit method. An actuarial valuation involves date. The policy for the same has been
making various assumptions that may differ explained under Note 2(c).
from actual developments in the future. These
include the determination of the discount - Note 5A-The Company assesses the carrying
rate; future salary increases and mortality value of investments in subsidiaries for
rates. Due to the complexities involved in the impairment. This involves evaluating the
valuation and its long-term nature, a defined subsidiary's financial performance, market
benefit obligation is highly sensitive to changes conditions, and future cash flow projections.
in these assumptions. All assumptions are This process requires significant judgment,
reviewed at each reporting date. The policy for including assumptions about future cash
the same has been explained under Note 2(c). flows, growth rates, and discount rates,
reflecting management's best estimates under
-
Note 3 - Property, plant and equipment
current market conditions. All assumptions are
represent a significant proportion of the
reviewed at each reporting date. The policy for
asset base of the Company. The charge in
the same has been explained under Note 2(c).
respect of periodic depreciation is derived
after determining an estimate of an asset’s -
Note 7-The Company assesses inventory
expected useful life and the expected residual at the lower of cost and net realizable value
value at the end of its life. The useful lives (NRV). NRV is the estimated selling price in the
and residual values of company's assets are ordinary course of business, less estimated
determined by management at the time the costs of completion and selling expenses.
asset is acquired and reviewed periodically, The provision for NRV is based on Current
including at each financial year end. The lives and forecasted market trends, Obsolescence
are based on historical experience with similar & sales projections. This estimate involves
assets as well as anticipation of future events, significant judgment and is reviewed at each
which may impact their life. The policy for the reporting date. The policy for the same has
same has been explained under Note 2(c). been explained under Note 2(c).
- Note 8 - The impairment provisions of - Note 18-The Company classifies assets as
financial assets are based on assumptions held for sale when their carrying amount
about risk of default and expected timing of will be recovered principally through a sale
collection. The Company uses judgment in transaction rather than through continuing
making these assumptions and selecting the use. Management assesses whether the sale
inputs to the impairment calculation, based is highly probable and the asset is available
on the Company’s past history, customer’s for immediate sale in its present condition.
creditworthiness, existing market conditions The estimation involves significant judgment,
as well as forward looking estimates at the including assumptions about the selling price,
end of each reporting period. The policy for costs to sell, and the timeframe for the sale,
the same has been explained under Note 2(c). based on current market conditions. The
-
Note 5B-The Company assesses the policy for the same has been explained under
recoverability of loans given to subsidiary Note 2(c).
166
Corporate Overview
Statutory Reports
Financial Statements
2(b) Changes in accounting policies and disclosures 2(c) Material accounting policies
The Ministry of Corporate Affairs has notified Companies (i) Foreign currency
(Indian Accounting Standards) Amendment Rules,
Foreign currency transactions and translation
2023 dated March 31, 2023 to amend the following
Ind AS which are effective for annual periods beginning Transactions in foreign currencies are translated into
on or after April 01, 2023. The Company has applied the functional currency of the Company at the exchange
these amendments for the first-time in these financial rates on the date of the transactions. Monetary assets
statements. and liabilities denominated in foreign currencies are
translated into the functional currency at the exchange
(i) Amendments to Ind AS 1 - disclosure of accounting rate at the reporting date. Non-monetary assets and
policies liabilities that are measured at fair value in a foreign
The amendments aim to help entities provide accounting currency are translated into the functional currency at the
policy disclosures that are more useful by replacing the exchange rate when the fair value was determined. Non-
requirement for entities to disclose their ‘significant’ monetary assets and liabilities that are measured based
accounting policies with a requirement to disclose their on historical cost in a foreign currency are translated at
‘material’ accounting policies and adding guidance on the exchange rate at the date of the transaction. Exchange
how entities apply the concept of materiality in making differences are recognized in profit or loss.
decisions about accounting policy disclosures. Foreign exchange gains and losses are presented in the
The amendments have had an impact on the disclosures statement of Profit and loss on net basis.
of accounting policies, but not on the measurement, (ii) Financial Instruments
recognition or presentation of any items in the financial
• financial assets, which include cash and cash
statements.
equivalents, Loans given, trade receivables,
(ii)
Amendments to Ind AS 12 - deferred tax related to investments in equity & Mutual funds and eligible
assets and liabilities arising from a single transaction current and noncurrent assets; and
The amendments narrow the scope of the initial • financial liabilities, which include borrowings,
recognition exception under Ind AS 12, so that it no trade payables and eligible current and noncurrent
longer applies to transactions that give rise to equal liabilities.
taxable and deductible temporary differences such as
(a) Non derivative financial instruments consist of:
leases. The Company has no Right of use asset & Lease
liability as on March 31, 2024 hence amendment has no Non-derivative financial instruments are
impact on the Standalone financial statements. recognised initially at fair value. Subsequent
to initial recognition, non-derivative financial
(iii) Definition of Accounting Estimates – Amendments to instruments are measured as described below:
Ind AS 8 Accounting policies, changes in accounting
Cash and cash equivalents.
estimates and errors
The amendments clarify the distinction between The Company’s cash and cash equivalents consist
changes in accounting estimates and changes in of cash on hand and in banks and demand deposits
accounting policies and the correction of errors. It with banks, which can be withdrawn at any time,
has also been clarified how entities use measurement without prior notice or penalty on the principal.
For the purposes of the statement of cash flows,
techniques and inputs to develop accounting estimates.
cash and cash equivalents include cash on hand,
The amendments had no impact on these Standalone in banks and demand deposits with banks and
financial statements. are considered part of the Company’s cash
management system.
(iv)
New standards and amendments issued but not
effective Investments
There are no such standards which are notified but not Financial instruments measured at fair value
yet effective. through profit or loss (“FVTPL”):
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Annual Report 2023-24
Instruments that do not meet the amortised cost or (b) Derecognition of financial instruments
FVTOCI criteria are measured at FVTPL. Financial
The Company derecognises a financial asset
assets at FVTPL are measured at fair value at the
when the contractual rights to the cash flows
end of each reporting period, with any gains or
from the financial asset expire or it transfers
losses arising on re-measurement recognised in
the financial asset and the transfer qualifies for
the statement of profit and loss. The gain or loss
derecognition under Ind AS 109. If the Company
on disposal is recognised in the statement of profit
retains substantially all the risks and rewards
and loss.
of a transferred financial asset, the Company
Investments in subsidiaries: continues to recognise the financial asset and
recognises a borrowing for the proceeds received.
Investment in equity instruments of subsidiaries
A financial liability (or a part of a financial liability)
are measured at cost less impairment(if any). Cost
is derecognised from the Company’s balance sheet
represents amount paid for acquisition of the said
when the obligation specified in the contract is
investments.
discharged or cancelled or expires.
The Company assesses at the end of each reporting
(c) Offsetting
period, if there are any indications that the said
investments may be impaired. If so, the Company Financial assets and financial liabilities are offset,
estimates the recoverable value/amount of the and the net amount presented in the Balance Sheet
investment and provides for impairment, if any i.e. when, and only when, the Company currently has
the deficit in the recoverable value over cost. a legally enforceable right to set off the amounts
and it intends either to settle them on a net basis
Other financial assets
or to realize the asset and settle the liability
Other financial assets are non-derivative financial simultaneously.
assets with fixed or determinable payments that
are not quoted in an active market. These comprise (iii) Property, plant and equipment
trade receivables loans given, lease receivables, i. Recognition and measurement
and eligible current and noncurrent assets. They
Items of property, plant and equipment are
are presented as current assets, except for those
measured at cost (cash price equivalent), which
expected to be realised later than twelve months
includes capitalized borrowing costs, less
after the reporting date which are presented as
accumulated depreciation, and accumulated
non-current assets. All financial assets are initially
impairment losses, if any.
recognised at fair value and subsequently measured
at amortised cost using the effective interest If significant parts of an item of property, plant
method, less any impairment losses. However, trade and equipment have different useful lives, then
receivables that do not contain a significant financing they are accounted for as separate items (major
component are measured at the Transaction Price. components) of property, plant and equipment.
Trade payables and other liabilities Any gain or loss on disposal of an item of property,
plant and equipment is recognized in profit or loss.
Trade payables are initially recognised at
transaction price, and subsequently carried at Capital work in progress is stated at cost and
transaction price. includes the cost of the assets that are not ready
for their intended use at the Balance Sheet date.
Other liabilities are initially recognised at
transaction price, and subsequently carried at PPE is derecognized upon disposal or when no
amortised cost using the effective interest method. future economic benefits are expected from its use
For these financial instruments, the carrying or disposal. Any gain or loss arising on derecognition
amounts approximate fair value due to the short- is recognised in the Statement of Profit and Loss in
term maturity of these instruments. the same period.
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For impairment testing, assets that do not
Finished goods and work in progress are valued at
generate independent cash inflows are lower of cost and net realisable value. Cost includes
grouped together into cash-generating units all direct costs including applicable manufacturing
(CGUs). Each CGU represents the smallest overheads incurred in bringing them to their
group of assets that generates cash inflows present location and condition.
that are largely independent of the cash
(viii) Employee benefits
inflows of other assets or CGUs.
i. Short term employee benefits
The recoverable amount of a CGU (or an
individual asset) is the higher of its value in use Short-term employee benefit obligations are
and its fair value less costs to sell. Value in use measured on an undiscounted basis and are
is based on the estimated future cash flows, expensed as the related service is provided. A
discounted to their present value using a pre- liability is recognized for the amount expected
tax discount rate that reflects current market to be paid e.g. under short-term cash bonus,
assessments of the time value of money and if the Company has a present legal or
the risks specific to the CGU (or the asset). constructive obligation to pay this amount
An impairment loss is recognized if the as a result of past service provided by the
carrying amount of an asset or CGU exceeds its employee, and the amount of obligation can
estimated recoverable amount. Impairment be estimated reliably.
losses are recognized in the statement of ii. Post-employment benefits (defined benefit
profit and loss. plans)
In respect of assets for which impairment
The Company provides for retirement
loss has been recognized in prior periods,
benefits in the form of Gratuity. A defined
the Company reviews at each reporting date
benefit plan is a post-employment benefit
whether there is any indication that the
plan other than a defined contribution plan.
loss has decreased or no longer exists. An
The Company’s net obligation in respect of
impairment loss is reversed if there has been
defined benefit plans is calculated separately
a change in the estimates used to determine
for each plan by estimating the amount of
the recoverable amount. Such a reversal
future benefit that employees have earned
is made only to the extent that the asset’s
in the current and prior periods, discounting
carrying amount does not exceed the carrying
that amount and deducting the fair value of
amount that would have been determined,
any plan assets.
net of depreciation or amortization, if no
impairment loss had been recognized. The calculation of defined benefit obligation
is performed annually by a qualified actuary
(vii) Inventories:
using the projected unit credit method. When
Inventories are valued at lower of cost and net the calculation results in a potential asset for
realizable value including necessary provision for the Company, the recognized asset is limited
obsolescence. Net realisable value is the estimated to the present value of economic benefits
selling price in the ordinary course of business, available in the form of any future refunds from
less the estimated cost of completion and selling the plan or reductions in future contributions
expenses. The comparison of cost and net realisable to the plan (‘the asset ceiling’).
value is made on an item by item basis.
In order to calculate the present value of
The cost of raw materials, components, consumable
economic benefits, consideration is given to
stores and spare parts are determined using the
any minimum funding requirements.
weighted average method and includes freight,
taxes and duties, net of duty credits wherever Re-measurements of the net defined benefit
applicable. liability, which comprise actuarial gains and
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Company has continued the policy of capitalising exchange differences arising from translation of long-term foreign currency
monetary items as per exemption available under Ind AS 101- First time Adoption of Indian Accounting Standards
Note 3A: Capital work in progress
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Particulars As at As at
31st March 2024 31st March 2023
(i) At cost
Investments in equity instruments
Investment in subsidiaries
> PCL International Holding B V 11,785.49 11,785.49
1,40,19,800 equity shares of EUR 1 each fully paid-up (100%)
(31st March 2023 : 1,40,19,800 equity shares)
> Memco Engineering Private Limited 4,485.35 4,485.35
7,20,000 equity shares of ` 10 each fully paid-up (100%)
(31st March 2023 : 7,20,000 equity shares)
16,270.84 16,270.84
(ii) At fair value through profit or loss (FVTPL)
a) Investments in equity instruments
Other investments
> Shares of Laxmi Co-Op. Bank Limited 1.25 1.25
5000 equity shares of ` 25 each fully paid-up
(31st March 2023: 5,000 equity shares)
> Shares of Solapur Janata Sahakari Bank Limited 0.05 0.05
500 equity shares of ` 10 each fully paid-up
(31st March 2023: 500 equity shares)
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Particulars As at As at
31st March 2024 31st March 2023
b) Investments in mutual funds
Quoted mutual funds
HDFC corporate bond fund - growth 541.97 502.16
ICICI prudential saving fund-growth 2,545.32 2,359.48
ICICI prudential banking and PSU bebt fund - growth 493.03 457.97
ICICI prudential corporate bond fund - growth 844.47 782.60
ICICI prudential short term fund-growth 197.31 183.15
ICICI Prudential All Seasons Bond Fund - Growth 1,041.20 -
ICICI Prudential Money Market Fund - Growth 508.63 -
Nippon india short term fund - growth plan - growth option 118.55 110.39
Nippon India low duration fund - growth plan- growth option 239.01 223.30
Aditya Birla Sun Life Corporate Bond Fund -Growth- 960.19 890.73
Regular Plan (formerly known as Aditya Birla Sun Life Short Term Fund)
ABSL saving fund growth 255.03 237.40
Aditya Birla Sun Life Nifty SDL Plus PSU Bond Sep 446.49 417.00
2026 60:40 Index Fund Regular Growth
Axis Short Term Fund-Regular-Growth 790.27 736.83
Axis bluechip fund - growth 303.61 230.02
Axis banking & PSU debit fund - growth 471.88 441.36
Axis all seasons debt fund of funds regular growth 243.91 226.47
Axis treasury advantage fund - regular growth (TA-GP) 554.86 517.29
Axis Nifty AAA Bond Plus SDL Apr 2026 50:50 ETF FoF - Regular Growth 221.09 207.86
Axis Money Market Fund - Regular Growth 508.75 -
Bandhan Corporate Bond Fund Regular Plan-Growth (erstwhile IDFC Corporate 667.01 623.28
Bond Fund Regular Plan-Growth)
Bandhan Bond Fund-Short Term Plan-Growth-(Regular Plan) (erstwhile IDFC 595.52 555.92
Bond Fund-Short Term Plan-Growth-Regular Plan)
Bandhan Ultra Short Term Fund Regular Plan- Growth (erstwhile IDFC Ultra 3.61 3.37
Short Term Fund Regular Plan-Growth)
Bandhan Low Duration Fund-Growth-(ReguIar Plan) (erstwhile IDFC Low 694.50 648.56
Duration Fund-Growth- Regular Plan)
TATA banking & PSU debt fund regular plan 171.77 160.77
Kotak low duration fund std growth (regular Plan) 2,320.48 2,171.20
Kotak Nifty SDL APR 2027 top 12 Equal Weight Index Fund Regular 222.10 207.68
Kotak savings growth fund 13.78 12.88
Kotak banking and PSU debt fund 616.75 574.22
Kotak bond fund short term growth 474.43 442.99
Kotak corporate bond fund standard - growth 1,181.27 1,098.42
Kotak floating rate fund growth - regular plan 600.53 558.61
Kotak Dynamic Bond Reg Plan Growth 1,056.53 -
Baroda BNP paribas multi cap fund 585.69 401.42
SBI magnum ultra short duration fund regular growth 129.10 120.45
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Particulars As at As at
31st March 2024 31st March 2023
SBI short term debt fund regular Plan 191.53 178.85
Sundaram Large And Mid Cap Fund - Regular Growth 223.00 160.91
Canara Robeco Consumer Trends Fund - Regular Growth - FCRG 185.99 133.87
Canara Robeco Blue chip equity Fund 162.75 122.17
Edelweiss Mutual Fund 443.51 414.36
Total 21,826.72 17,115.24
Non-current 16,272.14 16,272.14
Current 21,825.42 17,113.94
38,097.56 33,386.08
Aggregate book value of quoted investments 21,825.42 17,113.94
Aggregate market value of quoted investments (refer note 35 fair value) 21,825.42 17,113.94
Aggregate book value of unquoted investments 16,272.14 16,272.14
5B) Loans
Particulars As at As at
31st March 2024 31st March 2023
Loan to PCL International Holdings B V (wholly owned subsidiary) 9,531.91 9,499.79
Total 9,531.91 9,499.79
Non-current 9,531.91 9,499.79
Current - -
9,531.91 9,499.79
Break-up for loan details:
- Secured, considered good - -
- Unsecured, considered good 9,531.91 9,499.79
- Doubtful - -
- Which have significant increase in credit risk - -
- Credit impaired - -
Total 9,531.91 9,499.79
Loan given to PCL International Holdings B V (wholly owned subsidiary); which carrying interest at the rate of 1.5% to 2% for
the company.
The loan is due for repayment in December 2026, hence the same is classified as Non Current.
5C) Other financial assets
Particulars As at As at
31st March 2024 31st March 2023
(i) Derivative instruments
Foreign-exchange forward contracts * 39.46 -
(ii) Others
(a) Bank deposits with more than 12 months maturity 164.82 120.74
(b) Interest accrued on fixed deposits 11.45 7.27
(c) Interest accrued on others 22.22 92.05
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Particulars As at As at
31st March 2024 31st March 2023
(d) Security deposits # 232.82 216.01
(e) Lease Receivable (Refer Note 43) 80.89 -
Total 551.66 436.07
Non-current 465.64 332.84
Current 86.02 103.23
551.66 436.07
* The Company entered into foreign exchange forward contracts with the intention to reduce the risk in foreign exchange
exposure of trade receivables and trade payables.
#
Security deposit is with electricity department; which generate interest at the rate of 4% to 7% for the Company.
NOTE 7: INVENTORIES
Particulars As at As at
31st March 2024 31st March 2023
Raw materials and components (at cost) 393.95 485.60
Stores, spares and packing materials (at cost) 1,258.26 927.66
Semi-finished goods (at cost) 1,165.01 1,198.74
Finished goods (at lower of cost and net realisable value) * 4,984.67 4,198.99
Total 7,801.89 6,810.99
During the year ended 31st March 2024 ` 87.40 Lakhs (31st March 2023 ` 51.42 Lakhs) was written down as provision towards
slow / non moving of inventories.
*Finished goods includes goods in transit ` 4,096.71 Lakhs (31st March 2023 ` 3,689.74 Lakhs)
177
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Annual Report 2023-24
The net carring value of trade receivables is considered a reasonable approximation of fair value
Trade receivables are non-interest bearing and are generally on terms of 30 to 150 days.
Particulars Current
Unbilled Not due Outstanding for following periods from due date of receipts
dues
Less than 6 months 1-2 years 2-3 More than Total
6 months - 1 year years 3 years
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Particulars Current
Unbilled Not due Outstanding for following periods from due date of receipts
dues Less than 6 months 1-2 2-3 More than Total
6 months - 1 year years years 3 years
(i) Undisputed trade receivables – - 5,058.58 9,346.40 48.30 2.55 - - 14,455.83
considered good
(ii) Undisputed trade receivables – - - - - - - - -
which have significant increase in
credit risk
(iii) Undisputed trade receivables – - - - - - - - -
credit impaired
(iv) Disputed trade receivables– - - - - - - - -
considered good
(v) Disputed trade receivables – - - - - - - - -
which have significant increase in
credit risk
(vi) Disputed trade receivables – - - - - - - - -
credit impaired
Less: Allowance for bad and doubtful - - - - - - - -
debts (disputed + undisputed)
- 5,058.58 9,346.40 48.30 2.55 - - 14,455.83
Cash at banks earns interest at fixed rates based on fixed deposit receipts made by the Company. Fixed deposits are made for
varying periods of between 1 month to 48 months, depending on the immediate cash requirements of the Company, and earn
interest at the respective short term / long term deposit rates.
* Deposits with bank of ` 186.96 Lakhs (31st March, 2023 : ` 140.30 Lakhs) held as lien by banks against bank guarantees.
179
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Annual Report 2023-24
For the purpose of the statement of cash flows, cash and cash equivalents comprise the following:
Particulars As at As at
31st March 2024 31st March 2023
Cash and cash equivalents
Balance with banks
Current accounts 1,026.11 491.33
Deposits with original maturity of less than three months 50.47 50.46
Cash on hand 2.75 2.40
Total cash and cash equivalents 1,079.33 544.19
The Company has only one class of equity shares having a par value of ` 10 per share (31st March 2023: ` 10 per share).
Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian `.
The Board of Directors, in their meeting on 26th May 2023, proposed a final dividend of ` 1.00 per equity share and the same was
approved by the shareholders at the Annual General Meeting held on 26th July 2023. The amount was recognised as distributions
to equity shareholders during the year ended 31st March 2024 and the total appropriation was ` 949.86 Lakhs.
The Board of Directors, in their meeting on 23rd May 2024, proposed a final dividend of ` 1.00 per equity share for the year ended
31st March 2024. The payment of dividend is subject to approval of shareholders at the ensuing Annual General Meeting of the
Company.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts.The distribution will be in proportion to the number of equity shares held
by the shareholders.
Issued, subscribed and fully paid-up
Equity shares of ` 10 each at par value
Particulars Number In `
At 1 April 2022
st
9,49,85,835 9,498.58
Issued during the year - -
At 31 March 2023
st
9,49,85,835 9,498.58
Issued during the year - -
At 31st March 2024 9,49,85,835 9,498.58
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As per records of the Company, including its register of shareholders/ members and other declarations received from shareholders
regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
181
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Annual Report 2023-24
The amount received in excess of face value of the equity shares is recognised in securities premium. In case of equity settled
share based payment transactions, the difference between fair value on grant date , exercise price and nominal value of share
is accounted as securities premium.
General reserve
The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to
the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013.
Retained earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other
distributions paid to shareholders and any other adjustments.
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The Company does not have any defaults in repayment of loans and interest during the year and as at the reporting date.
Cash credit and packing credit are secured by first pari passu charge by way of hypothecation of current assets including
inventories and trade receivables. Further, the facilities are collaterally secured by extension of pari passu charge by way of
hypothecation of plant and machinery and equitable mortgage of factory land and building situated at Plot No D5 to D7, MIDC
Chincholi, Solapur, Unit I situated at Plot No. E-102, 103, Akkalkot Road, MIDC, Solapur. The loan has been secured by the
personal guarantee of directors Mr. Yatin S. Shah and Dr. Suhasini Y. Shah.
Particulars As at As at
31st March 2024 31st March 2023
Financial liability at FVTPL
Foreign-exchange forward contracts * - 41.54
Other financial liabilities at amortised cost
Unpaid matured deposits and interest accrued thereon 137.30 137.30
Employee benefit liabilities 1,104.00 1,007.34
Sundry payables for capital goods purchased 440.75 598.28
Unclaimed dividend 5.37 16.24
Deposits received from others - 0.50
Total 1,687.42 1,801.20
Non - current - -
Current 1,687.42 1,801.20
1,687.42 1,801.20
* The Company entered into foreign exchange forward contracts with the intention to reduce the risk in foreign exchange
exposure of trade receivables and trade payables.
Note 13 (A): Lease liabilities
Particulars As at As at
31st March 2024 31st March 2023
Lease liability - 5.56
Total - 5.56
Current - 5.56
- 5.56
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Annual Report 2023-24
Particulars As at As at
31st March 2024 31st March 2023
Trade payables
- total outstanding dues of micro enterprises and small enterprises 1,190.82 1,438.13
- total outstanding dues of creditors other than micro enterprises and small 6,987.34 7,703.11
enterprises
Total trade payables 8,178.16 9,141.24
Non-current - -
Current 8,178.16 9,141.24
8,178.16 9,141.24
Trade payables are non-interest bearing and are normally settled on 90 day terms
Trade payables include dues to related parties, refer to note 33
For explanations on the Company’s credit risk management processes, refer note 38.
Trade payable ageing as on 31st March 2024
Particulars Current
Unbilled Payables Outstanding for following periods from due date of payment
dues not due
Less than 1-2 years 2-3 years More than Total
1 year 3 years
(i) MSME - 1,169.09 21.73 - - - 1,190.82
(ii) Disputed dues - MSME - - - - - - -
(iii) Others 853.86 3,766.22 2,344.60 22.66 - - 6,987.34
(iv) Disputed dues - others - - - - - - -
853.86 4,935.31 2,366.33 22.66 - - 8,178.16
Particulars Current
Unbilled Payables Outstanding for following periods from due date of payment
dues not due Less than 1-2 years 2-3 years More than Total
1 year 3 years
(i) MSME - 1,393.67 44.46 - - - 1,438.13
(ii) Disputed dues - MSME - - - - - - -
(iii) Others 1,335.10 3,831.32 2,536.38 0.31 - 7,703.11
(iv) Disputed dues - others - - - - - - -
1,335.10 5,224.99 2,580.84 0.31 - - 9,141.24
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Disclosure relating to suppliers registered under MSMED Act based on the information available with the Company
Particulars As at As at
31st March 2024 31st March 2023
i) The principal amount and the interest due thereon remaining unpaid to any
supplier as at the end of each accounting year
Principal amount due to micro and small enterprises 1,190.82 1,438.13
Interest due on above 0.01 0.01
ii) The amount of interest paid by the buyer in terms of section 16, of the MSMED
Act, 2006.
The amounts of the payment made to the supplier beyond the appointed day 10,806.33 9,599.89
during each accounting year
iii) The amount of interest due and payable for the period of delay in making - -
payment (which have been paid but beyond the appointed day during the year)
but without adding the interest specified under MSMED Act, 2006
iv) The amount of interest accrued and remaining unpaid at the end of each - -
accounting year.
v) The amount of further interest remaining due and payable even in the 0.01 0.01
succeeding years, until such date when the interest dues as above are actually
paid to the small enterprise for the purpose of disallowance as a deductible
expenditure under section 23 of the MSMED Act, 2006
Particulars As at As at
31st March 2024 31st March 2023
Advances from customers - 93.51
Statutory dues payable 239.97 162.88
Provision for duties & taxes - -
Total 239.97 256.39
Particulars As at As at
31st March 2024 31st March 2023
Provision for employee benefits:
Provision for gratuity 196.01 128.11
Provision for compensated absences (unfunded) 576.34 525.97
Total 772.35 654.08
Non-current 566.03 468.99
Current 206.32 185.09
772.35 654.08
Also refer note 31 for detailed disclosure.
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Annual Report 2023-24
Particulars As at As at
31st March 2024 31st March 2023
Provision for income tax (net of advance taxes) 163.93 64.62
Total 163.93 64.62
Particulars As at As at
31st March 2024 31st March 2023
Asset classified as held for sale * 925.47 -
Total 925.47 -
* During FY 2023-24, Company has taken approval for sale of certain assets - i.e. Land - W39 & E90, flats at Vaishnavi Buildcon
and Vaishnavi Heights and E102/103 located in Solapur and the Corporate Office loacted at Senapati Bapat Road Pune. The
Company is currently using E102 / 103 Hence, not classified as asset held for sale and all the other properties are available for
immediate sale and accounted as held for sale by the Company.
Note 18A: Liabilities related to assets classified as held for sale
Particulars As at As at
31st March 2024 31st March 2023
Advance received against asset classified as held for sale * 61.11 -
Total 61.11 -
*The Company has received advance against sale of Land - W39 in the month of March 2024.
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NOTE 22: (INCREASE) / DECREASE IN INVENTORIES OF FINISHED GOODS AND WORK IN PROGRESS
187
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Annual Report 2023-24
188
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189
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Annual Report 2023-24
OCI section
Particulars As at As at
31st March 2024 31st March 2023
Deferred tax liability
Fixed assets: impact of difference between tax depreciation and depreciation / 514.39 235.72
amortisation for the financial reporting
Current Investment (Investment in mutual fund) 405.59 410.25
Forward contracts 9.93 -
Gross deferred tax liability 929.91 645.97
Deferred tax assets
Employee related costs allowed for tax purposes on payment basis 204.34 305.28
Msme Payments allowed for tax purposes on payment basis 209.30 -
Share issue expenses adjusted to securities premium account - 0.47
Asset held for sale [capital loss] 56.53 56.53
Deduction U/s 80JJAA - 7.24
Forward contracts - 10.47
Others 1.23 1.23
Gross deferred tax assets 471.40 381.22
Net deferred tax liability 458.51 264.75
Deferred tax (credit) / charge for the year
Closing deferred tax liability (net) 458.51 264.75
Less: opening deferred tax liability (net) 264.75 434.06
Deferred tax movement for the year 193.76 (169.31)
Deferred tax charge recorded in securities premium account (refer note 11) 0.37 4.64
Deferred tax (credit) / charge recorded in statement of profit and loss 193.39 (173.95)
Deferred tax charge recorded in OCI (13.94) (4.57)
Adjustments in respect of deferred tax for earlier years - (154.00)
Deferred tax (credit) / charge for the year 179.45 (332.52)
Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for 31 March 2024 and
st
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Particulars As at As at
31st March 2024 31st March 2023
Opening balance as of 1st April 264.75 434.06
Tax (income)/ expense during the period recognised in profit or loss 179.45 (332.52)
Tax (income)/ expense during the period recognised in equity 0.37 4.64
Tax (income)/ expense during the period recognised in OCI 13.94 4.57
Adjustments in respect of deferred tax for earlier years - 154.00
Closing Balance as at 31st March 458.51 264.75
The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets & current
tax liabilties and the deferred tax assets & liabilities relate to income taxes levied by the same tax authority.
Deferred tax
191
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Annual Report 2023-24
Diluted EPS amounts are calculated by dividing the profit attributable to equity share holders of the Company by the weighted
average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be
issued on conversion of all the dilutive potential equity shares into equity shares.
The following reflects the profit and share data used in the basic and diluted EPS computation
The Board of Directors, in their meeting on 10th August 2022, proposed a final dividend of ` 1.10 per equity share and the same
was approved by the shareholders at the Annual General Meeting held on 21st September, 2022. Subsequently, the dividend has
been paid by the Company in FY 2022-23.
The Board of Directors, in their meeting on 26th May 2023, proposed a final dividend of ` 1.00 per equity share and the same was
approved by the shareholders at the Annual General Meeting held on 26th July 2023. Subsequently, the dividend has been paid
by the Company in current year.
The Board of Directors, in their meeting on 23rd May 2024, proposed a final dividend of ` 1.00 per equity share for the year ended
31st March 2024. The payment of dividend is subject to approval of shareholders at the ensuing Annual General Meeting of the
Company.
192
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Financial Statements
Amount of ` 504.05 Lakhs (31st March 2023: ` 478.69 Lakhs) is recognised as expenses and included in note no. 23
“Employee benefit expense”
B. Defined benefit plans:
The Company has following post employment benefits which are in the nature of defined benefit plans:
Gratuity
The Company has a defined benefit gratuity plan in India (funded). The Company’s defined benefit gratuity plan which
requires contributions to be made to a separately administered fund.
The gratuity plan is governed by the payment of gratuity Act, 1972. Under the act, employee who has completed five years
of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and
salary at retirement age.
Net benefit expense (recognised in statement of profit or loss) 31st March 2024 31st March 2023
Current service cost 143.70 128.11
Interest cost on benefit 3.54 11.07
147.24 139.18
193
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
194
for the Year ended 31st March 2024 (Contd.)
(All amounts are in ` Lakhs, unless otherwise stated)
31st March 2024 : changes in defined benefit obligation and plan assets
Annual Report 2023-24
Particulars 1st April Gratuity cost charged to statement Benefit Remeasurement gains/(losses) in other Contributions 31st March
2023 of profit and loss paid comprehensive income by employer 2024
Service Net Sub-total Return on Actuarial Actuarial Experience Sub-total
cost interest included in plan assets changes changes adjustments included
(expense) statement (excluding arising from arising from in OCI
/ income of profit amounts changes in changes in
and loss included in demographic financial
PRECISION CAMSHAFTS LIMITED
31st March 2023 : changes in defined benefit obligation and plan assets
Particulars Gratuity cost charged to statement Benefit Remeasurement gains/(losses) in other Contributions 31st March
of profit and loss paid comprehensive income by employer 2023
1st April Service Net Sub-total Return on Actuarial Actuarial Experience Sub-total
2022 cost interest included in plan assets changes changes adjustments included
(expense) statement (excluding arising from arising from in OCI
/ income of profit and amounts changes in changes in
loss (refer included in demographic financial
note 23) net interest assumptions assumptions
expense)
Gratuity
Defined benefit obligation (1,187.55) (128.11) (85.65) (213.76) 59.76 - - (20.94) 47.80 26.86 - (1,314.69)
Fair value of plan assets 848.76 - 74.58 74.58 (59.76) (8.71) - - - (8.71) 391.71 1,246.58
Benefit liability (338.79) (128.11) (11.07) (139.18) - (8.71) - (20.94) 47.80 18.15 391.71 (68.11)
As at 31st March 2024 & 31st March 2023 the amount of gratuity provision also includes gratuity provision of ` 60 Lakhs & 60 Lakhs respectively provided for director whose
gratuity payment is not considered for acturial valuations.
Corporate Overview
Statutory Reports
Financial Statements
The major categories of plan assets of the fair value of the total plan assets of gratuity are as follows:
The principal assumptions used in determining above defined benefit obligations for the Company’s plans are shown below:
The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit
obligations as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
#
The discount rate is based on the prevailing market yields of Government securities as at the Balance Sheet date for the
estimated term of the obligations.
* The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other
relevant factors.
The followings are the expected future benefit payments for the defined benefit plan :
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Weighted average duration of defined plan obligation (based on discounted cash flows)
The followings are the expected contributions to planned assets for the next year:
Asset volatility
The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets under perform this yield,
this will create a deficit. All plan assets are maintained in a trust fund managed by Life Insurance Corporation of India (LIC)
and Birla Sun Life Insurance Company Limited who have been providing consistent and competitive returns over the years. The
Company has opted for a traditional fund wherein all assets are invested primarily in risk averse markets. The Company has
no control over the management of funds but this option provides a high level of safety for the total corpus. A single account is
maintained for both the investment and claim settlement and hence, 100% liquidity is ensured. Also, interest rate and inflation
risk are taken care of.
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Statutory Reports
Financial Statements
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i) Subsidiary
ii) Step down Subsidiary ( Subsidiary of PCL (International) Holdings B.V. (Netherlands) )
d) Enterprises owned or significantly influenced by key management personnel or their relatives with whom
transactions have taken place during the period:
198
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the Year ended 31st March 2024 (Contd.)
(All amounts are in ` Lakhs, unless otherwise stated)
B The transactions with related parties during the year and their outstanding balances are as follows:
Sr. Particulars Key management Relatives of key Entities where KMP / Subsidiary
No. personnel management personnel RKMP have significant
influence
st
Transactions 31st March 31st March 31st March 31st March 31 March 31st March 31st March 31st March
2024 2023 2024 2023 2024 2023 2024 2023
1 Remuneration 792.94 811.40 - - - - - -
2 Final dividend paid on equity shares 486.00 534.60 0.03 0.03 135.08 148.58 - -
3 Donation paid - - - - 35.00 36.90 - -
4 Purchases of goods, material or services - - - - 71.29 63.08 2.55 21.55
5 Investment in equity shares - - - - - - - 8,314.15
6 Loan given to subsidiaries - - - - - - - 652.08
7 Interest on loan given to subsidiaries - - - - - - 178.32 295.17
Balances outstanding
1 Remuneration payable 76.61 112.57 - - - - - -
2 Trade and other payables - - - - 18.70 23.18 25.26 25.01
3 Investment in equity shares - - - - - - 16,270.84 16,270.84
4 Interest on loan given to subsidiaries - - - - - - 12.38 84.76
5 Loan given to subsidiaries - - - - - - 9,531.91 9,499.79
The Company had given corporate gurantee of it’s wholly owned subsidiary Memco Engineering Pvt. Ltd. to the lender bank. The outstanding amount of corporate
guranteee is ` 409.43 Lakhs (31st March 2023 ` 468.37 Lakhs)
Financial Statements
Statutory Reports
Corporate Overview
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200
Corporate Overview
Statutory Reports
Financial Statements
The amounts disclosed in the table are the amounts recognised as an expense during the reporting period.
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Company’s significant revenues are derived from four customer (31st March 2023: three customer) contributing 10% of more to
to the Company revenue represented approximately `: 31,914.76 Lakhs (31st March 2023 : ` 21,992.40 Lakhs) of the Company’s
total revenue from operations.
The Company’s non current operating assets are within India as on 31st March 2024 and 31st March 2023.
* As defined in paragraph 33 (b) of Ind AS 108 “Operating segments” non current assets excludes financial instruments, deferred
tax assets and post-employment benefit assets.
202
Corporate Overview
Statutory Reports
Financial Statements
• Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
• Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
A) The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:
Quantitative disclosures fair value measurement hierarchy for assets as at 31st March 2024:
Quantitative disclosures fair value measurement hierarchy for assets as at 31st March 2023:
Quantitative disclosures fair value measurement hierarchy for liabilities as at 31 March 2023:
st
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The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in
a current transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
> The fair values of the quoted mutual funds are based on price (i.e. the NAV of the mutual funds) quotations at the
reporting date.
> The fair values of derivative forward contracts is determined using the marked-to-market valuation done by the banks.
> The Fair value of Level 3 is determined on the basis of best estimate & information available.
The management assessed that cash and cash equivalents (including term deposits), trade receivables, lease receivables,
trade payables, borrowings, lease liability and other financial liabilities approximate their carrying amounts because of the
short term nature of these financial instruments.
The amortised cost using effective interest rate (EIR) of non-current financial assets consisting of security deposit, lease
receivables, loans to subsidiary and term deposit with more than 12 months are not significantly different from the carrying
amount.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31st March 2024 and
31st March 2023.
204
Corporate Overview
Statutory Reports
Financial Statements
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the
management of these risks. All derivative activities for risk management purposes are carried out by specialist teams that
have the appropriate skills, experience and supervision. It is the Company’s policy that no trading in derivatives for speculative
purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are
summarised below.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price
risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, and derivative financial
instruments.
The sensitivity analysis in the following sections relate to the position as at 31st March 2024 and 31st March 2023.
The analysis exclude the impact of movements in market variables on the carrying values of gratuity and other post retirement
obligations and provisions.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s
short-term debt obligations with floating interest rates.
Sensitivity
The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market
environment, showing a significantly higher volatility than in prior years.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign
exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s
operating activities (when revenue or expense is denominated in a foreign currency) and loan given to subsidiary.
When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to
match the terms of the hedged exposure.
For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions
are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.
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The following tables demonstrate the sensitivity to a reasonably possible change in USD, EUR ,GBP and JPY exchange rates, with
all other variables held constant. The impact on the Company’s profit before tax is due to changes in the fair value of monetary
assets and liabilities including non-designated foreign currency derivatives and embedded derivatives.
Sensitivity
206
Corporate Overview
Statutory Reports
Financial Statements
Commodity risk
The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing manufacture
of camshafts and therefore require a continuous supply majorly of pig iron, MS scrap and resin coated sand.
The Company’s exposure to the risk of exchange in key raw material prices are mitigated by the fact that the price increases/
decreases from the vendors are passed on to the customers based on understanding with the customers. Hence the fluctuation
of prices of key raw materials do not materially affect the statement of profit and loss. Also as at 31st March 2024, there were
no open purchase commitments/ pending material purchase order in respect of key raw materials. Accordingly, no sensitivity
analysis have been performed by the management.
Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its
financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial
instruments.
Trade receivables
Customer credit risk is managed subject to the Company’s established policy, procedures and control relating to customer
credit risk management. Credit quality of a customer is assessed and individual credit limits are defined in accordance with this
assessment. Outstanding customer receivables are regularly monitored.
An impairment analysis is performed at each reporting date on an individual basis for major clients. The maximum exposure
to credit risk at the reporting date is the carrying value of trade receivables disclosed in note 8. The Company does not hold
collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers
are located in several jurisdictions and industries and operate in largely independent markets.
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance
with the Company’s policy.
The investment of surplus funds is made in mutual funds and fixed deposits which are approved by the Director.
The Company’s maximum exposure to credit risk for the components of the balance sheet at 31st March 2024 and 31st March
2023 is the carrying amounts as illustrated in note 9.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligation as they become due. The Company
manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liability when due.
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The table below summarises the maturity profile of the Company’s financial liabilities:
NOTE 39 :
Disclosure pursuant to Schedule V read with regulations 34(3) and 53(f) of the SEBI (Listing Obligations And Disclosure
Requirements) Regulations, 2015
A) Amount of loans / advances in nature of loans outstanding from subsidiaries as at 31st March 2024:
B) Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount:
Nil (other than subsidiaries as mention above)
C) Investments by the loanee in the shares of parent company and subsidiary company, when the Company has made a
loan or advance in the nature of loan as at 31st March 2024:
208
Corporate Overview
Statutory Reports
Financial Statements
Nature of activity Balance excess as Amount required to be Amount spent Balance excess as
at 1st April 2023 spent during the year during the year at 31st March 2024
Spent on CSR activities (healthcare, (3.83) 152.47 154.54 (5.90)
education, sustainability,social issues)
Nature of activity Balance excess as Amount required to be Amount spent Balance excess as
at 1st April 2022 spent during the year during the year at 31st March 2023
Spent on CSR activities (healthcare, (3.62) 155.48 155.69 (3.83)
education, sustainability,social issues)
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NOTE 41 : TITLE DEEDS OF IMMOVABLE PROPERTIES NOT HELD IN NAME OF THE COMPANY
There are no title deeds of immovable property which are not held within the name of the Company.
Particulars Category of
ROU Asset
Land and Building
Balance as at 1st April 2022 16.72
Additions -
Deletion -
Depreciation 11.80
Balance as at 31 March 2023
st
4.92
Additions -
Deletion -
Depreciation 4.92
Balance as at 31st March 2024 -
Particulars Category of
ROU Asset
Land and Building
Balance as at 1st April 2022 18.28
Additions -
Interest on lease liability 0.77
Lease Payments 13.49
Balance as at 31 March 2023
st
5.56
Additions -
Interest on lease liability -
Lease Payments 5.56
Balance as at 31st March 2024 -
210
Corporate Overview
Statutory Reports
Financial Statements
*Net investment in Lease= Present value of Lease payments using Lessor’s Internal rate of return
(i) Amounts recognised for Finance Lease
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NOTE 44 : Loans or Advances in the nature of loans are granted to promoters, directors, KMPs and the related parties
(as defined under Companies Act, 2013), either severally or jointly with any other person, that are:
Type of Borrower Loans/ Repayable Terms/ 31st March 2024 31st March 2023
Advances on demand Period of Amount % of Total Amount % of Total
granted (Yes / No) repayment outstanding outstanding
Individually is specified as at the as at the
or Jointly (Yes / No) balance balance
with other. sheet date sheet date
Promoter - - - - - - -
Directors - - - - - - -
KMPs - - - - - - -
Related Parties
i) PCL (International) Individually No Yes 9,531.91 100% 9,499.79 100%
Holdings B.V.
(Netherlands) (wholly
owned subsidiary)
Total of Loan and Advances 9,531.91 100% 9,499.79 100%
in the nature of Loan (Refer
Note 5B and 34)
There are no projects as Capital Work in Progess as at 31st March 2024, whose completion is overdue or cost of which
has exceeds in comparison to its original plan.
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Corporate Overview
Statutory Reports
Financial Statements
In case of the following projects (CWIP), where completion is overdue or has exceeded its cost compared to its original
plan:
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(b) In case of the following projects (IAUD), where completion is overdue or has exceeded its cost compared to its original
plan:
NOTE 48 : RECONCILIATION OF QUARTERLY RETURNS OR STATEMENTS OF CURRENT ASSETS FILED WITH BANKS:
31st March 2024
Quarter Name of bank Particulars of Amount as Amount as Amount of Reason for material
Securities Provided per books of reported in difference discrepancies
account the quarterly
return/
statement
Jun-23 Bank of India and Trade Receivables 15,315.78 20,277.20 (4,961.42) The difference is due
Bank of Baroda Trade Payables * 7,599.57 8,064.80 (465.23) to the submission
Inventories 6,185.95 2,737.28 3,448.67 to the Banks were
Sep-23 Bank of India and Trade Receivables 14,854.63 19,741.95 (4,887.32) made before
Bank of Baroda financial reporting
Trade Payables * 7,002.53 6,849.46 153.07
closure process
Inventories 6,749.81 3,457.44 3,292.37
Dec-23 Bank of India and Trade Receivables 13,500.48 19,585.84 (6,085.36)
Bank of Baroda Trade Payables * 7,220.64 7,077.33 143.31
Inventories 7,846.69 3,320.35 4,526.34
Mar-24 Bank of India and Trade Receivables 13,603.51 19,477.80 (5,874.29)
Bank of Baroda Trade Payables * 7,770.93 7,618.76 152.17
Inventories 7,801.89 3,749.25 4,052.64
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Corporate Overview
Statutory Reports
Financial Statements
Quarter Name of bank Particulars of Amount as Amount as Amount of Reason for material
Securities Provided per books of reported in difference discrepancies
account the quarterly
return/
statement
Jun-22 Bank of India and Trade Receivables 13,682.97 18,135.24 (4,452.27) The difference is due
Bank of Baroda Trade Payables * 7,689.94 7,570.25 119.69 to the submission
Inventories 6,928.58 2,614.18 4,314.40 to the Banks were
Sep-22 Bank of India and Trade Receivables 12,751.81 17,574.10 (4,822.29) made before
Bank of Baroda financial reporting
Trade Payables * 6,798.50 6,708.54 89.96
closure process
Inventories 6,815.68 2,783.59 4,032.09
Dec-22 Bank of India and Trade Receivables 12,793.52 18,506.22 (5,712.70)
Bank of Baroda Trade Payables * 7,120.94 6,884.86 236.08
Inventories 7,082.63 2,858.85 4,223.78
Mar-23 Bank of India and Trade Receivables 14,455.83 19,645.73 (5,189.90)
Bank of Baroda Trade Payables * 8,388.18 8,255.97 132.21
Inventories 6,810.99 2,837.19 3,973.80
NOTE 50 : RELATIONSHIP WITH STRUCK OFF COMPANIES UNDER SECTION 248 OF THE COMPANIES ACT, 2013 OR
SECTION 560 OF COMPANIES ACT, 1956,
The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or
section 560 of Companies Act, 1956.
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Company (ultimate beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
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(ii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the funding party (ultimate beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries,
NOTE 54 : RATIOS
S. Ratio Particulars Ratio as on Ratio as on Variation Reason
no. Numerator Denominator 31st March 31st March (If variation is
2024 2023 more than 25%)
(a) Current ratio Current assets Current Liabilities 3.12 2.89 7.89%
(b) Debt-equity Debt= All Shareholder’s 0.07 0.05 31.21% The variance in
ratio borrowings equity ratio is mainly on
account of increase
in borrowings
due to increase
in business
operations.
has context menu
(c) Debt service Net Operating Debt Service 35.96 43.50 (17.33%)
coverage ratio Income= Net = Interest &
profit after Lease Payments
taxes + Non- + Principal
cash operating Repayments
expenses + (Excluding Working
finance cost capital borrowings)
(d) Return on Net income= net Average 9.17% 7.66% 19.63%
equity ratio profits after taxes shareholder’s
equity
(e) Inventory Cost of goods sold Average Inventory 2.86 3.38 (15.51%)
turnover ratio
(f) Trade Revenue from Average trade 4.75 4.63 2.71%
receivables sale of products receivables
turnover ratio and services =
total revenue
from operations
less export
incentives
(g) Trade payables Purchases for raw Average trade 4.94 4.93 0.27%
turnover ratio material, stores payables (trade
and conumables, payable relating
packing material to purchases and
consumables)
(h) Net capital Revenue from Average working 2.07 2.08 (0.29%)
turnover ratio sale of products capital
and services =
total revenue
from operations
less export
incentives
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Corporate Overview
Statutory Reports
Financial Statements
(i) Net profit ratio Net profit Revenue from 12% 10% 19.44%
operations
(j) Return EBIT= earnings Capital employed= 12% 11% 9.88%
on capital before interest Total asset-current
employed and taxes liability
(k) Return on Gain on Mutual (Opening 9% 4% 110.66% The variance
investment fund(including Investment in in ratio is due
unrealised gain) Mutual Fund + to market
Closing investment fluctuations.
in mutual fund)/2
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Sr. Key Audit Matter How the Key Audit Matter was addressed in our audit
No
1 Impairment of Goodwill Our procedure included, but not limited to the following:
Refer Note 4A to the consolidated financial statements 1. Obtained an understanding of the Group’s policy on
assessment of impairment of Goodwill and the key
The Group has carrying value of Goodwill amounting
assumption used by the Management, including design
to INR. 1658.36 lakhs as on March 31, 2024 which
and implementation of controls over preparation of annual
represents 1.59% of the total asset of the Group. The
budgets and future forecasts for business units and the
group performed its annual impairment test of goodwill
approach followed for annual impairment and validation of
and has provided for impairment amount to INR. Nil
Management review controls.
lakhs.
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Corporate Overview
Statutory Reports
Financial Statements
Sr. Key Audit Matter How the Key Audit Matter was addressed in our audit
No
The carrying value of Goodwill is tested annually for 2. Tested the operating effectiveness of the controls over
impairment provision by reference to value in use. process of preparation of annual budgets and future
In determining the value in use of the business unit, forecasts for business units and the approach followed for
the Group has applied judgment in estimating future annual impairment.
revenues, profitability cash flow, growth rate and
3. Obtained the and reviewed valuation report issued by
discount rates.
the Holding Company’s independent valuations experts,
Due to the significance of the carrying value of and assessed the expert’s competence, capability and
goodwill and impairment provision thereon, and objectivity.
high degree of management judgments & estimation
4. Assessed the appropriateness of the valuation methodology
uncertainty involved in performing impairment testing
applied and reasonableness of the assumptions used i.e.
& provisioning, we have identified provision for
the discount rate and long-term growth rates used in the
impairment of goodwill as a key audit matter.
forecast.
INFORMATION OTHER THAN THE CONSOLIDATED is materially inconsistent with the consolidated financial
FINANCIAL STATEMENTS AND AUDITOR’S REPORT statements or our knowledge obtained in the audit or
THEREON otherwise appears to be materially misstated. If, based on the
The Holding Company’s Board of Directors is responsible work we have performed, we conclude that there is a material
for the other information. The other information comprises misstatement of this other information, we are required to
the information included in the Director’s report including report that fact. We have nothing to report in this regard.
Annexures to the Director’s report but does not include the
consolidated financial statements and our auditor’s report RESPONSIBILITIES OF MANAGEMENT AND THOSE
thereon. CHARGED WITH GOVERNANCE FOR THE CONSOLIDATED
FINANCIAL STATEMENTS
Our opinion on the consolidated financial statements does
The Holding Company’s Board of Directors is responsible
not cover the other information and we do not express any
for the preparation and presentation of these consolidated
form of assurance conclusion thereon.
financial statements in term of the requirements of the Act
In connection with our audit of the consolidated financial that give a true and fair view of the consolidated financial
statements, our responsibility is to read the other information position, consolidated financial performance, consolidated
and, in doing so, consider whether the other information changes in equity and consolidated cash flows of the Group
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including in accordance with the accounting principles We give in “Annexure A” a detailed description of Auditor’s
generally accepted in India, including the Accounting responsibilities for Audit of the Consolidated Financial
Standards specified under section 133 of the Act. The Statements.
respective Management and Board of Directors of the
companies included in the Group are responsible for OTHER MATTER
maintenance of adequate accounting records in accordance We did not audit the financial statements of 4 (four)
with the provisions of the Act for safeguarding the assets subsidiaries, whose financial statements reflect total assets
of the Group for preventing and detecting frauds and other of INR 40,568.22 Lakhs as at March 31, 2024, total revenues
irregularities; the selection and application of appropriate of INR 36,044.06 Lakhs and net cash inflows amounting
accounting policies; making judgments and estimates that to INR 1930.32 Lakhs for the year ended on that date, as
are reasonable and prudent; and the design, implementation considered in the consolidated financial statements. These
and maintenance of adequate internal financial controls, financial statements have been audited by other auditors
that were operating effectively for ensuring accuracy and whose reports have been furnished to us by the Management
completeness of the accounting records, relevant to the and our opinion on the consolidated financial statements, in
preparation and presentation of the consolidated financial so far as it relates to the amounts and disclosures included in
statements that give a true and fair view and are free from respect of these subsidiaries, and our report in terms of sub-
material misstatement, whether due to fraud or error, section (3) of Section 143 of the Act, in so far as it relates to
which have been used for the purpose of preparation of the the aforesaid subsidiaries, is based solely on the reports of
consolidated financial statements by the Management and the other auditor.
Board of Directors of the Holding Company, as aforesaid.
Our opinion on the consolidated financial statements is not
In preparing the consolidated financial statements, the modified in respect of the above matter.
respective Management and Board of Directors of the
companies included in the Group are responsible for assessing REPORT ON OTHER LEGAL AND REGULATORY
the ability of the Group to continue as a going concern, REQUIREMENTS
disclosing, as applicable, matters related to going concern and 1. As required by Section 143(3) of the Act, based on our
using the going concern basis of accounting unless the Board audit and on the consideration of the reports of the
of Directors either intends to liquidate the Group or to cease other auditors on the Separate financial information of
operations, or has no realistic alternative but to do so. the subsidiaries referred to in the Other Matter section
The respective Board of Directors of the companies included above we report, to the extent applicable, that:
in the Group are responsible for overseeing the financial a. We have sought and obtained all the information
reporting process of each company. and explanations which to the best of our
knowledge and belief were necessary for the
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE purposes of our audit of the aforesaid consolidated
CONSOLIDATED FINANCIAL STATEMENTS financial statements.
Our objectives are to obtain reasonable assurance about
b. In our opinion, proper books of account as required
whether the consolidated financial statements as a whole
by law relating to preparation of the aforesaid
are free from material misstatement, whether due to fraud
consolidated financial statements have been kept
or error, and to issue an auditor’s report that includes our
so far as it appears from our examination of those
opinion. Reasonable assurance is a high level of assurance
books and the reports of the other auditor except
but is not a guarantee that an audit conducted in accordance
for the matters stated in the paragraph 1(h)(vi)
with Standards on Auditing (“SAs”) will always detect a
below on reporting under Rule 11(g).
material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, c. The Consolidated Balance Sheet, the Consolidated
individually or in the aggregate, they could reasonably be Statement of Profit and Loss including other
expected to influence the economic decisions of users taken comprehensive income, the Consolidated Statement
on the basis of these consolidated financial statements. of Changes in Equity and the Consolidated
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Corporate Overview
Statutory Reports
Financial Statements
Statement of Cash Flow dealt with by this Report iv. 1. The respective Managements of the
are in agreement with the relevant books of account Holding Company and its subsidiary,
maintained for the purpose of preparation of the which are companies incorporated
consolidated financial statements. in India whose financial statements
have been audited under the Act have
d. In our opinion, the aforesaid consolidated financial
represented to us and the other auditor
statements comply with the Accounting Standards
of such subsidiary respectively that, to
specified under Section 133 of the Act.
the best of their knowledge and belief,
e. On the basis of the written representations received no funds have been advanced or loaned
from the directors of the Holding Company as on or invested (either from borrowed funds
March 31, 2024 taken on record by the Board of or share premium or any other sources or
Directors of the Holding Company and the reports kind of funds) by the Holding Company or
of the statutory auditors of its subsidiary company any of such subsidiary to or in any other
incorporated in India, none of the directors of person(s) or entity(ies), including foreign
the Group companies incorporated in India are entities with the understanding, whether
disqualified as on March 31, 2024 from being recorded in writing or otherwise, as on the
appointed as a director in terms of Section 164 (2) date of this audit report, that such parties
of the Act. shall, directly or indirectly lend or invest
f. The reservation relating to the maintenance of in other persons or entities identified in
accounts and other matters connected therewith any manner whatsoever by or on behalf
are as stated in paragraph 1(b) above on reporting of the Holding Company or any of such
under Section 143(3)(b) and paragraph 1(h)(vi) subsidiary (“Ultimate Beneficiaries”) or
below on reporting under Rule 11(g). provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.
g. With respect to the adequacy of internal financial
controls with reference to consolidated financial 2. The respective Managements of the
statements of the Group and the operating Holding Company and its subsidiary,
effectiveness of such controls, refer to our separate which are companies incorporated
report in “Annexure B”. in India whose financial statements
have been audited under the Act have
h. With respect to the other matters to be included in represented to us and the other auditor
the Auditor’s Report in accordance with Rule 11 of of such subsidiary respectively that, to
the Companies (Audit and Auditor’s) Rules, 2014, the best of their knowledge and belief, no
in our opinion and to the best of our information funds have been received by the Holding
and according to the explanations given to us: Company or any of such subsidiary from
i. The consolidated financial statements any person(s) or entity(ies), including
disclose the impact of pending litigations foreign entities with the understanding,
on the consolidated financial position of the whether recorded in writing or otherwise,
Group, – Refer Note 32(b) to the consolidated as on the date of this audit report, that
financial statements. the Holding Company or any of such
subsidiary shall, directly or indirectly,
ii. The Group did not have any material
lend or invest in other persons or entities
foreseeable losses on long-term contracts
identified in any manner whatsoever
including derivative contracts.
by or on behalf of the Funding Party
iii. There has been no delay in transferring (“Ultimate Beneficiaries”) or provide any
amounts, required to be transferred, to the guarantee, security or the like on behalf
Investor Education and Protection Fund by of the Ultimate Beneficiaries.
the Holding Company.
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3. Based on the audit procedures that the year ended March 31, 2024, which has
have been considered reasonable a feature of recording audit trail (edit log)
and appropriate in the circumstances facility, however no audit trail feature was
performed by us and that performed by enabled at the database level to log any
the auditor of the subsidiary which is a direct data changes. Further, the audit trail
company incorporated in India whose facility has been operated throughout the
financial statements have been audited year for all the relevant transactions recorded
under the Act, and according to the in the accounting software, except for the
information and explanations provided software at the database level as stated
to us by the Management of the Holding above, in respect of which the audit trail
company in this regard nothing has facility has not operated throughout the year
come to our or other auditor notice that for all relevant transactions recorded in this
has caused us or the other auditor to accounting software during the year ended
believe that the representations under March 31, 2024. Further, during the course
sub-clause (i) and (ii) of Rule 11(e) as of our examination, we and the auditor of the
provided under (1) and (2) above, contain subsidiary, did not come across any instance
any material mis-statement of audit trail feature being tampered with.
v. On the basis of our verification and on 2. In our opinion, according to information, explanations
consideration of the reports of the statutory given to us, the remuneration paid by the Holding
auditors of the subsidiary that is an Indian Company, to its directors is within the limits laid
Company under the Act, we report that prescribed under Section 197 of the Act and the rules
thereunder except in case of 1 (one) subsidiary company
The final dividend paid by the Holding Company
incorporated in India, as the provisions of the aforesaid
during the year in respect of the same declared
section is not applicable to private company.
for the previous year is in accordance with
section 123 of the Companies Act 2013 to the 3. According to the information and explanations given to
extent it applies to payment of dividend. us and based on the CARO reports issued by us for the
Holding Company and on consideration of CARO reports
The Board of Directors of the Holding
issued by the statutory auditors of subsidiary included
Company have proposed final dividend for the
in the consolidated financial statements of the Group
year which is subject to the approval of their
to which reporting under CARO is applicable, we report
respective members at the ensuing Annual
that there are no Qualifications/adverse remarks.
General Meeting. The dividend declared is in
accordance with section 123 of the Act to the
extent it applies to declaration of dividend.
(Refer Note 40 to the consolidated financial
statements). For M S K A & Associates
vi. Based on our examination, and based on the Chartered Accountants
other auditor report of subsidiary company ICAI Firm Registration No. 105047W
incorporated in india whose financial
statements have been audited under the Nitin Manohar Jumani
Act, the holding Company and its subsidiary Partner
company have used accounting software’s Place: Pune Membership No. 111700
for maintaining its books of account, for Date: May 23, 2024 UDIN: 24111700BKAIKW5313
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ANNEXURE A
TO THE INDEPENDENT AUDITOR’S REPORT ON EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF
PRECISION CAMSHAFTS LIMITED FOR THE YEAR ENDED 31st March 2024
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE • Obtain sufficient appropriate audit evidence regarding
CONSOLIDATED FINANCIAL STATEMENTS the financial information of the entities or business
As part of an audit in accordance with SAs, we exercise activities within the Group to express an opinion on the
professional judgment and maintain professional skepticism consolidated financial statements. We are responsible
throughout the audit. We also: for the direction, supervision and performance of the
audit of the financial statements of such entities included
• Identify and assess the risks of material misstatement
in the consolidated financial statements of which we are
of the consolidated financial statements, whether due
the independent auditors. For the other entities included
to fraud or error, design and perform audit procedures
in the consolidated financial statements, which have
responsive to those risks, and obtain audit evidence
been audited by other auditors, such other auditors
that is sufficient and appropriate to provide a basis
remain responsible for the direction, supervision and
for our opinion. The risk of not detecting a material
performance of the audits carried out by them. We remain
misstatement resulting from fraud is higher than for
solely responsible for our audit opinion.
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or We communicate with those charged with governance of
the override of internal control. the Holding Company and such other entities included in
• Obtain an understanding of internal control relevant to the consolidated financial statements of which we are the
the audit in order to design audit procedures that are independent auditors regarding, among other matters, the
appropriate in the circumstances. Under section 143(3) planned scope and timing of the audit and significant audit
(i) of the Act, we are also responsible for expressing findings, including any significant deficiencies in internal
our opinion on whether the Holding Company has control that we identify during our audit.
adequate internal financial controls with reference We also provide those charged with governance with a
to consolidated financial statements in place and the statement that we have complied with relevant ethical
operating effectiveness of such controls. requirements regarding independence, and to communicate
• Evaluate the appropriateness of accounting policies with them all relationships and other matters that may
used and the reasonableness of accounting estimates reasonably be thought to bear on our independence, and
and related disclosures made by the management and where applicable, related safeguards.
Board of Directors.
From the matters communicated with those charged with
• Conclude on the appropriateness of the management governance, we determine those matters that were of
and Board of Directors use of the going concern basis of most significance in the audit of the consolidated financial
accounting and, based on the audit evidence obtained, statements for the year ended 31st March 2024 and are
whether a material uncertainty exists related to events therefore the key audit matters. We describe these matters
or conditions that may cast significant doubt on the in our auditor’s report unless law or regulation precludes
ability of the Group and to continue as a going concern. public disclosure about the matter or when, in extremely
If we conclude that a material uncertainty exists, we rare circumstances, we determine that a matter should
are required to draw attention in our auditor’s report not be communicated in our report because the adverse
to the related disclosures in the consolidated financial consequences of doing so would reasonably be expected to
statements or, if such disclosures are inadequate, to outweigh the public interest benefits of such communication.
modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s For M S K A & Associates
report. However, future events or conditions may cause Chartered Accountants
the Group to cease to continue as a going concern. ICAI Firm Registration No. 105047W
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ANNEXURE B
TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL
STATEMENTS OF PRECISION CAMSHAFTS LIMITED
[Referred to in paragraph 1(g) under ‘Report on Other internal financial controls that were operating effectively for
Legal and Regulatory Requirements’ in the Independent ensuring the orderly and efficient conduct of its business,
Auditors’ Report of even date to the Members of Precision including adherence to the respective company’s policies,
Camshafts Limited on the consolidated Financial the safeguarding of its assets, the prevention and detection
Statements for the year ended 31st March 2024 of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable
Report on the Internal Financial Controls under Clause
financial information, as required under the Act.
(i) of Sub-section 3 of Section 143 of the Companies Act,
2013 (“the Act”)
AUDITOR’S RESPONSIBILITY
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Financial Statements
Annexure B (Contd.)
MEANING OF INTERNAL FINANCIAL CONTROLS including the possibility of collusion or improper management
WITH REFERENCE TO CONSOLIDATED FINANCIAL override of controls, material misstatements due to error or
STATEMENTS fraud may occur and not be detected. Also, projections of any
A company’s internal financial control with reference to evaluation of the internal financial controls with reference
consolidated financial statements is a process designed to consolidated financial statements to future periods are
to provide reasonable assurance regarding the reliability subject to the risk that the internal financial control with
of financial reporting and the preparation of consolidated reference
financial statements for external purposes in accordance to consolidated financial statements may become inadequate
with generally accepted accounting principles. A company’s because of changes in conditions, or that the degree of
internal financial control with reference to consolidated compliance with the policies or procedures may deteriorate.
financial statements includes those policies and procedures
that (1) pertain to the maintenance of records that, OTHER MATTER
in reasonable detail, accurately and fairly reflect the Our aforesaid report under Section 143(3)(i) of the Act on the
transactions and dispositions of the assets of the company; adequacy and operating effectiveness of the internal financial
(2) provide reasonable assurance that transactions are controls with reference to consolidated financial statements
recorded as necessary to permit preparation of consolidated in so far as it relates to 1 (one) subsidiary company, which is
financial statements in accordance with generally accepted incorporated in India, is based on the corresponding report
accounting principles, and that receipts and expenditures of the auditor of such company incorporated in India. Our
of the company are being made only in accordance with opinion is not modified in respect of this matter.
authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a For M S K A & Associates
material effect on the consolidated financial statements. Chartered Accountants
ICAI Firm Registration No. 105047W
INHERENT LIMITATIONS OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO CONSOLIDATED Nitin Manohar Jumani
FINANCIAL STATEMENTS Partner
Because of the inherent limitations of internal financial Place: Pune Membership No. 111700
controls with reference to consolidated financial statements, Date: May 23, 2024 UDIN: 24111700BKAIKW5313
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Annual Report 2023-24
Particulars Notes As at As at
31st March 2024 31st March 2023
ASSETS
Non-current assets
(a) Property, plant and equipment 3 30,592.83 27,475.89
(b) Capital work-in-progress 3A 2,768.31 8,127.35
(c) Goodwill on consolidation 4A 1,658.36 1,657.35
(d) Other intangible assets 4 224.49 1,952.99
(e) Intangible assets under development 4A - 45.00
(f) Financial assets
(i) Investments 5A 7.46 7.46
(ii) Other financial assets 5B 563.35 449.70
(g) Deferred tax assets (net) 30 776.77 915.80
(h) Other non-current assets 6 562.87 891.74
Total non-current assets 37,154.44 41,523.28
Current assets
(a) Inventories 7 14,368.97 22,453.23
(b) Financial assets
(i) Investments 5A 22,502.72 17,736.90
(ii) Trade receivables 8 17,552.63 20,625.04
(iii) Cash and cash equivalents 9 4,330.00 1,864.55
(iv) Bank balances other than (iii) above 9 4,581.16 4,186.69
(v) Other financial assets 5B 148.10 317.64
(c) Other current assets 6 2,782.56 2,346.90
Total current assets 66,266.14 69,530.95
Assets classified as held for sale 19 925.47 -
Total Assets 1,04,346.05 1,11,054.23
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 10 9,498.58 9,498.58
(b) Other equity 11 65,336.39 62,153.84
Total Equity attributable to equity holders of Holding company 74,834.97 71,652.42
Non controlling interest - -
Total equity 74,834.97 71,652.42
Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 12 663.12 1,796.92
(ii) Lease liabilities 14 380.31 750.69
(b) Provisions 17 681.58 579.75
(c) Deferred tax liabilities (net) 30 670.52 839.12
(d) Other non-current liabilities 16 409.19 -
Total non-current liabilities 2,804.72 3,966.48
Current liabilities
(a) Financial liabilities
(i) Borrowings 12 9,583.86 7,491.11
(ii) Trade payables 15
- total outstanding dues of micro enterprises and small enterprises 1,252.87 1,521.22
- total outstanding dues of creditors other than micro enterprises 10,442.21 11,194.38
and small enterprises
(iii) Other financial liabilities 13 2,204.88 2,153.00
(iv) Lease liabilities 14 384.10 428.81
(b) Other current liabilities 16 2,302.02 12,334.30
(c) Provisions 17 211.06 206.89
(d) Current tax liabilities (net) 18 264.25 105.62
Total current liabilities 26,645.25 35,435.33
Liabilities related to assets classified as held for sale 19A 61.11 -
Total liabilities 29,511.08 39,401.81
Total Equity and Liabilities 1,04,346.05 1,11,054.23
Summary of material accounting policies 2
The accompanying notes are an integral part of the Consolidated financial statements
As per our report attached of even date
For MSKA & Associates For and on behalf of the Board of Directors of
Chartered Accountants Precision Camshafts Limited
Firm Regn. Number: 105047W CIN : L24231PN1992PLC067126
Nitin Manohar Jumani Yatin S. Shah Ravindra R. Joshi Karan Y. Shah Tanmay M. Pethkar
Partner Managing Director Whole-time Director & CFO Whole-time Director Company Secretary
Membership Number: 111700 DIN: 00318140 DIN: 03338134 DIN. 07985441 Membership Number :
A53618
Place: Pune Place: Solapur Place: Solapur Place: Solapur Place: Pune
Date: 23rd May 2024 Date: 23rd May 2024 Date: 23rd May 2024 Date: 23rd May 2024 Date: 23rd May 2024
226
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Financial Statements
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228
Corporate Overview
Statutory Reports
Financial Statements
For MSKA & Associates For and on behalf of the Board of Directors of
Chartered Accountants Precision Camshafts Limited
Firm Regn. Number: 105047W CIN : L24231PN1992PLC067126
Nitin Manohar Jumani Yatin S. Shah Ravindra R. Joshi Karan Y. Shah Tanmay M. Pethkar
Partner Managing Director Whole-time Director & CFO Whole-time Director Company Secretary
Membership Number: 111700 DIN: 00318140 DIN: 03338134 DIN. 07985441 Membership Number :
A53618
Place: Pune Place: Solapur Place: Solapur Place: Solapur Place: Pune
Date: 23rd May 2024 Date: 23rd May 2024 Date: 23rd May 2024 Date: 23rd May 2024 Date: 23rd May 2024
229
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Annual Report 2023-24
B OTHER EQUITY
Attributable to the equity holders of the Holding Company
230
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Annual Report 2023-24
Estimates and underlying assumptions are reviewed on past history, customer’s creditworthiness,
an ongoing basis. Revisions to accounting estimates are existing market conditions as well as forward
recognised prospectively. looking estimates at the end of each reporting
period. The policy for the same has been
In particular, information about significant areas of
explained under Note 2(c).
estimation uncertainty and critical judgments in applying
accounting policies that have the most significant effect -
Note 4A-The Group assesses the carrying
on the amounts recognised in the consolidated Financial value of goodwill for impairment. This involves
Statements are included in the following notes: allocating goodwill to the relevant cash-
generating unit (CGUS) or group of CGUS that
a) Critical Accounting Estimates
are expected to benefit from the synergies
- Note 31 – The cost of the defined benefit plans, of the combination. This process requires
compensated absences and the present value significant judgment, including assumptions
of the defined benefit obligation are based on about future cash flows, growth rates, and
actuarial valuation using the projected unit discount rates, reflecting management's best
credit method. An actuarial valuation involves estimates under current market conditions.
making various assumptions that may differ All assumptions are reviewed at each
from actual developments in the future. These reporting date. The policy for the same has
include the determination of the discount been explained under Note 2(c).
rate; future salary increases and mortality - Note 7-The Group assesses inventory at the
rates. Due to the complexities involved in the lower of cost and net realizable value (NRV).
valuation and its long-term nature, a defined NRV is the estimated selling price in the
benefit obligation is highly sensitive to changes ordinary course of business, less estimated
in these assumptions. All assumptions are costs of completion and selling expenses.
reviewed at each reporting date. The policy for The provision for NRV is based on Current
the same has been explained under Note 2(c). and forecasted market trends, Obsolescence
& sales projections. This estimate involves
-
Note 3 - Property, plant and equipment
significant judgment and is reviewed at each
represent a significant proportion of the
reporting date. The policy for the same has
asset base of the Group. The charge in
been explained under Note 2(c).
respect of periodic depreciation is derived
after determining an estimate of an asset’s - Note 19-The Group classifies assets as held
expected useful life and the expected residual for sale when their carrying amount will be
value at the end of its life. The useful lives recovered principally through a sale transaction
and residual values of Group's assets are rather than through continuing use. Management
determined by management at the time the assesses whether the sale is highly probable
asset is acquired and reviewed periodically, and the asset is available for immediate sale in
including at each financial year end. The lives its present condition. The estimation involves
are based on historical experience with similar significant judgment, including assumptions
assets as well as anticipation of future events, about the selling price, costs to sell, and the
which may impact their life. The policy for the timeframe for the sale, based on current
same has been explained under Note 2(c). market conditions. The policy for the same has
been explained under Note 2(c).
- Note 8 - The impairment provisions of financial
assets are based on assumptions about risk 2.(b) Changes in accounting policies and disclosures
of default and expected timing of collection. The Ministry of Corporate Affairs has notified Companies
The Group uses judgment in making these (Indian Accounting Standards) Amendment Rules, 2023
assumptions and selecting the inputs to the dated 31st March 2023 to amend the following Ind AS
impairment calculation, based on the Group’s which are effective for annual periods beginning on or after
232
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Financial Statements
1st April 2023. The Group has applied these amendments environment in which the entity operates (‘the functional
for the first-time in these financial statements. currency’). The consolidated financial statements are
presented in Indian rupee (INR), which is the Company’s
(i) Amendments to Ind AS 1 - disclosure of accounting
functional and Group's presentation currency.
policies
On initial recognition, all foreign currency transactions
The amendments aim to help entities provide accounting
are recorded by applying to the foreign currency amount
policy disclosures that are more useful by replacing the
requirement for entities to disclose their ‘significant’ the exchange rate between the functional currency and
accounting policies with a requirement to disclose their the foreign currency at the date of the transaction. Gains/
‘material’ accounting policies and adding guidance on losses arising out of fluctuation in foreign exchange
how entities apply the concept of materiality in making rates between the transaction date and settlement date
decisions about accounting policy disclosures. are recognised in the profit and loss.
The amendments have had an impact on the disclosures Monetary assets and liabilities denominated in foreign
of accounting policies, but not on the measurement, currencies are translated at the functional currency spot
recognition or presentation of any items in the rates of exchange at the reporting date and the exchange
consolidated financial statements. differences are recognised in the profit and loss. Non-
monetary items that are measured in terms of historical
(ii) Definition of Accounting Estimates – Amendments to cost in a foreign currency are translated using the
Ind AS 8 Accounting policies, changes in accounting exchange rates at the dates of the initial transactions.
estimates and errors Non-monetary items measured at fair value in a foreign
The amendments clarify the distinction between currency are translated using the exchange rates at the
changes in accounting estimates and changes in date when the fair value is determined. The gain or loss
accounting policies and the correction of errors. It arising on translation of non-monetary items measured
has also been clarified how entities use measurement at fair value is treated in line with the recognition of
techniques and inputs to develop accounting estimates. the gain or loss on the change in fair value of the item
(i.e., translation differences on items whose fair value
The amendments had no impact on these Consolidated
gain or loss is recognised in OCI or profit or loss are also
financial statements.
recognised in OCI or profit or loss, respectively).
(iii)
Amendments to Ind AS 12 - deferred tax related to
Group companies
assets and liabilities arising from a single transaction
The amendments narrow the scope of the initial The results and financial position of foreign operations
recognition exception under Ind AS 12, so that it no that have a functional currency different from
longer applies to transactions that give rise to equal the presentation currency are translated into the
taxable and deductible temporary differences such presentation currency as follows:
as leases. The amendment has no impact on the • assets and liabilities are translated at the closing
consolidate financial statements. rate at the date of that balance sheet,
(iv)
New standards and amendments issued but not • income and expenses are translated at average
effective exchange rates (unless this is not a reasonable
There are no such standards which are notified but not approximation of the cumulative effect of the rates
yet effective prevailing on the transaction dates, in which case
income and expenses are translated at the dates of
2.(c) Material accounting policies
the transactions), and
(i) Foreign currency • All resulting exchange differences are recognised
Foreign currency transactions and translation in other comprehensive income.
Items included in the consolidated financial statements On consolidation, exchange differences arising
are measured using the currency of the primary economic from the translation of any net investment in
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Annual Report 2023-24
foreign entities, and of borrowings and other end of each reporting period, with any gains or
financial instruments designated as hedges losses arising on re-measurement recognised in
of such investments, are recognised in other the statement of profit and loss. The gain or loss
comprehensive income. When a foreign operation on disposal is recognised in the statement of profit
is sold, the associated exchange differences are and loss.
reclassified to profit or loss, as part of the gain or
Other financial assets
loss on sale.
Other financial assets are non-derivative financial
Goodwill and fair value adjustments arising on the
assets with fixed or determinable payments
acquisition of a foreign operation are treated as
that are not quoted in an active market. These
assets and liabilities of the foreign operation and
comprise trade receivables, lease receivables,
translated at the closing rate.
and eligible current and noncurrent assets. They
(ii) Financial Instruments are presented as current assets, except for those
expected to be realised later than twelve months
Non derivative financial instruments consist of:
after the reporting date which are presented
• financial assets, which include cash and cash as non-current assets. All financial assets are
equivalents, trade receivables, investments in initially recognised at fair value and subsequently
equity & Mutual funds and eligible current and non measured at amortised cost using the effective
current assets; and interest method, less any impairment losses.
• financial liabilities, which include borrowings, However, trade receivables that do not contain a
trade payables, lease liability and eligible current significant financing component are measured at
and noncurrent liabilities. the Transaction Price.
(a) Recognition of Non derivative financial Trade payables and other liabilities
instruments:
Trade payables are initially recognised at
Non-derivative financial instruments are transaction price, and subsequently carried at
recognised initially at fair value. Subsequent transaction price.
to initial recognition, non-derivative financial Other liabilities are initially recognised at
instruments are measured as described below: transaction price, and subsequently carried
Cash and cash equivalents. at amortised cost using the effective interest
method. For these financial instruments, the
The Group’s cash and cash equivalents consist of carrying amounts approximate fair value of these
cash on hand and in banks and demand deposits instruments.
with banks, which can be withdrawn at any time,
without prior notice or penalty on the principal. (b) Derecognition of financial instruments
For the purposes of the statement of cash flows, The Group derecognises a financial asset when
cash and cash equivalents include cash on hand, the contractual rights to the cash flows from the
in banks and demand deposits with banks and are financial asset expire or it transfers the financial
considered part of the Group’s cash management asset and the transfer qualifies for derecognition
system. under Ind AS 109. If the Group retains substantially
Investments all the risks and rewards of a transferred financial
asset, the Group continues to recognise the
Financial instruments measured at fair value financial asset and recognises a borrowing for the
through profit or loss (“FVTPL”): proceeds received. A financial liability (or a part of a
Instruments that do not meet the amortised cost or financial liability) is derecognised from the Group’s
FVTOCI criteria are measured at FVTPL. Financial balance sheet when the obligation specified in the
assets at FVTPL are measured at fair value at the contract is discharged or cancelled or expires.
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Any gain or loss on disposal of an item of property, Depreciation on additions (disposals) is provided
plant and equipment is recognized in profit or loss. on a pro-rata basis i.e. from (up to) the date on
which the asset is ready for use (disposed of).
Capital work in progress is stated at cost and
includes the cost of the assets that are not ready (iv) Intangible assets
for their intended use at the Balance Sheet date. Intangible assets acquired separately are measured
PPE is derecognized upon disposal or when no at cost of acquisition. Following initial recognition,
future economic benefits are expected from its use intangible assets are carried at cost less accumulated
or disposal. Any gain or loss arising on derecognition amortization and impairment losses, if any. Intangible
is recognised in the Statement of Profit and Loss in assets are amortised over its useful life on straight
the same period. line basis. The estimated useful life of amortizable
intangibles is reviewed and where appropriate is
ii. Subsequent expenditure
adjusted, annually.
Subsequent expenditure is capitalized only if it
The estimated useful lives of the amortizable intangible
is probable that the future economic benefits
assets are as follows:
associated with the expenditure will flow to the
Group. Particulars Useful lives (years)
Computer Software 3-5
iii. Depreciation
Technical Knowhow 3-7
Depreciation is calculated on cost of items of
property, plant and equipment less their estimated (v) Asset classified as held for sale.
residual values over their estimated useful lives The Group classifies non-current assets as held for sale
using the straight-line method except in case if their carrying amounts will be recovered principally
of one subsidiary namely Memco engineering through a sale rather than through continuing use.
private limited where written down value method
Non-current assets held for sale are measured at the
is followed and is generally recognized in the
lower of their carrying amount and the fair value less
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costs to sell. Assets and liabilities classified as held for The recoverable amount of a CGU (or an individual
sale are presented separately in the balance sheet. asset) is the higher of its value in use and its fair
value less costs to sell. Value in use is based on the
Following their classification as held for sale, non
estimated future cash flows, discounted to their
current assets are not depreciated.
present value using a pre-tax discount rate that
(vi) Impairment reflects current market assessments of the time
i. Impairment of Financial assets value of money and the risks specific to the CGU (or
the asset).
The Group applies the expected credit loss model
for recognizing impairment loss on financial assets An impairment loss is recognized if the carrying
measured at amortized cost, trade receivables, amount of an asset or CGU exceeds its estimated
Lease receivables and other financial assets. recoverable amount. Impairment losses are
Expected credit loss is the difference between recognized in the statement of profit and loss.
the contractual cash flows and the cash flows that In respect of assets for which impairment loss
the entity expects to receive discounted using the has been recognized in prior periods, the Group
effective interest rate. reviews at each reporting date whether there is
Loss allowances for trade receivables, Lease any indication that the loss has decreased or no
receivables are measured at an amount equal to longer exists. An impairment loss is reversed if
lifetime expected credit loss. Lifetime expected there has been a change in the estimates used to
credit losses are the expected credit losses that determine the recoverable amount. Such a reversal
result from all possible default events over the is made only to the extent that the asset’s carrying
expected life of a financial instrument. Lifetime amount does not exceed the carrying amount that
expected credit loss is computed based on would have been determined, net of depreciation
a provision matrix which takes in to account or amortization, if no impairment loss had been
risk profiling of customers and historical credit recognized. An impairment loss recognised for
loss experience adjusted for forward looking goodwill is not reversed.
information. (vii) Inventories:
ii. Impairment of non-financial assets Inventories are valued at lower of cost and net realizable
The Group’s non-financial assets such as property, value including necessary provision for obsolescence.
plant and equipment, Goodwill, inventories and Net realisable value is the estimated selling price in the
deferred tax assets, are reviewed at each reporting ordinary course of business, less the estimated cost of
date to determine whether there is any indication completion and selling expenses. The comparison of
of impairment. If any such indication exists, then cost and net realisable value is made on an item by item
the asset’s recoverable amount is estimated. basis.
For impairment testing, assets that do not The cost of raw materials, components, consumable
generate independent cash inflows are grouped stores and spare parts are determined using the
together into cash-generating units (CGUs). Each weighted average method and includes freight, taxes
CGU represents the smallest group of assets and duties, net of duty credits wherever applicable.
that generates cash inflows that are largely Finished goods and work in progress are valued at lower
independent of the cash inflows of other assets or of cost and net realisable value. Cost includes all direct
CGUs. Goodwill is allocated on initial recognition costs including applicable manufacturing overheads
to each of the Group's CGUs that are expected to incurred in bringing them to their present location and
benefit from a business combination that gives rise condition
to the goodwill.
236
Corporate Overview
Statutory Reports
Financial Statements
237
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
The Group makes defined contribution to The Group recognizes revenue from developed tools only
Government Employee Provident Fund, and when they are approved by the customer. Accordingly,
Superannuation Scheme, which are recognized in revenue from tooling is recognized at a point in time,
the Statement of Profit and Loss on accrual basis. post-approval by the customer, at the transaction price
agreed upon in the contract.
A defined contribution plan is a post-employment
benefit plan under which an entity pays fixed (xi) Government Grant and Export Incentives:
contributions into a separate entity and will
Grants from the Government are recognised at their fair
have no legal or constructive obligation to pay
value where there is a reasonable assurance that the
further amounts. The Group makes specified
grant will be received, and the Group will comply with
monthly contributions towards Government
all attached conditions.
administered provident fund scheme. Obligations
for contributions to defined contribution plans Government grants relating to income are deferred and
are recognised as an employee benefit expense in recognised in the profit or loss over the period necessary
profit or loss in the periods during which the related to match them with the costs that they are intended
services are rendered by employees. to compensate and presented within other operating
revenue.
Prepaid contributions are recognised as an asset
to the extent that a cash refund or a reduction in Government grants in the nature of export incentives
future payments is available. are accounted for in the period of export of goods if the
entitlements can be estimated with reasonable accuracy
(x) Revenue Recognition and conditions precedent to claim are reasonably
The Group derives revenue primarily from sale of auto- expected to be fulfilled.
components(Camshafts & others) & Kit sets which are
used for electrifying the fuel trucks. The Group also earns (xii) Dividend:
revenue from Tooling contract used in manufacturing of Dividends are recognised when they become legally
camshafts. payable. In the case of interim dividends to equity
shareholders, this is when declared by the directors. In
Sale of Products & Kit sets:
the case of final dividends, this is when approved by the
Revenue from sale of product & Kit sets is recognized at shareholders at the annual general meeting.
point in time when control of the goods has transferred
to the customer. Control over a good refers to the ability (xiii) Income tax
to direct the use of, and obtain substantially all of the Income tax comprises current and deferred tax.
remaining benefits from, those goods. Control is usually i. Current income tax
transferred upon shipment, delivery to, upon receipt
of goods by the customer, in accordance with the Current income tax assets and liabilities are
individual delivery and acceptance terms agreed with measured at the amount expected to be recovered
the customers. The amount of revenue to be recognized from or paid to the taxation authorities. The tax
(transaction price) is based on the consideration rates and tax laws used to compute the amount are
expected to be received in exchange for goods, excluding those that are enacted or substantively enacted, at
amounts collected on behalf of third parties such as the reporting date in the countries where the Group
goods and services tax or other taxes directly linked operates and generates taxable income.
to sales. Revenue from product sales are recorded net Current income tax relating to items recognised
of allowances for estimated rebates and estimates of outside Statement of Profit and Loss is recognised
product returns, all of which are established at the time outside Statement of Profit and Loss (either in
of sale other comprehensive income or in equity). Current
238
Corporate Overview
Statutory Reports
Financial Statements
tax items are recognised in correlation to the liabilities and assets, and they relate to income
underlying transaction either in OCI or directly taxes levied by the same tax authority.
in equity. Management periodically evaluates
positions taken in the tax returns with respect to (xiv) Provisions and Contingent Liabilities
situations in which applicable tax regulations are The Group estimates the provisions that have present
subject to interpretation and establishes provisions obligations as a result of past events, and it is probable
where appropriate. that an outflow of resources will be required to settle
the obligations. These provisions are reviewed at the
ii. Deferred tax
end of each reporting date and are adjusted to reflect
Deferred tax assets and liabilities are recognised the current best estimates.
where the carrying amount of an asset or liability in
The Group uses significant judgement to disclose
the consolidated balance sheet differs from its tax
contingent liabilities. Contingent liabilities are disclosed
base, except for differences arising on:
when there is a possible obligation arising from past
- The initial recognition of goodwill, events, the existence of which will be confirmed only
by the occurrence or non-occurrence of one or more
- The initial recognition of an asset or liability
uncertain future events not wholly within the control of
in a transaction which is not a business
the Group or a present obligation that arises from past
combination and at the time of the transaction
events where it is either not probable that an outflow
affects neither accounting or taxable profit,
of resources will be required to settle the obligation
and
or a reliable estimate of the amount cannot be made.
- Investments in subsidiaries and joint Contingent assets are neither recognized nor disclosed
arrangements where the Group is able to in the consolidated financial statements.
control the timing of the reversal of the
difference and it is probable that the difference (xv) Segment Reporting
will not reverse in the foreseeable future. Segments are identified based on the manner in which
the Chief Operating Decision Maker (‘CODM’) decides
Recognition of deferred tax assets is restricted to
about resource allocation and reviews performance.
those instances where it is probable that taxable
The Group is engaged in manufacturing of auto-
profit will be available against which the difference
components (camshafts & others) & Kit sets which are
can be utilised.
used for electrifying the fuel trucks. Based on similarity
The amount of the asset or liability is determined of activities/products, risk and reward structure,
using tax rates that have been enacted or organisation structure and internal reporting systems, the
substantively enacted by the reporting date and are Group has structured its operations into a single operating
expected to apply when the deferred tax liabilities/ segment; however based on the geographic distribution
(assets) are settled/(recovered). of activities, the CODM has identified India and outside
Deferred tax assets and liabilities are offset if there India as two reportable geographical segments. Refer
is a legally enforceable right to offset current tax Note No 34 for segment information presented.
239
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
240
for the Year ended 31st March 2024 (Contd.)
(All amounts are in ` Lakhs, unless otherwise stated)
Particulars Leasehold Freehold Buildings Plants and Office Furniture Vehicles Electrical Computer- Right of Total
land land equipment equipment and installation hardware use Asset
fixtures
Net Block
At 31st March 2024 844.38 812.71 7,628.70 19,676.80 299.45 64.42 535.96 17.42 29.73 683.26 30,592.83
At 31st March 2023 868.42 724.44 7,957.94 15,977.39 391.37 23.49 302.70 22.56 111.21 1,096.37 27,475.89
Note 3A: Capital work in progress
Capital work-in-progress (CWIP) comprises cost of assets that are not yet installed and ready for their intended use as at the balance sheet date. Capital work in
progress as at 31st March 2024 comprises expenditure for the plant and machinery in the course of construction.
Financial Statements
Statutory Reports
Corporate Overview
241
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
242
for the Year ended 31st March 2024 (Contd.)
(All amounts are in ` Lakhs, unless otherwise stated)
Net Block
At 31st March 2024 162.63 - - - 61.66 - - 224.29
At 31st March 2023 199.19 0.01 - - 878.14 - 874.65 1,951.99
Corporate Overview
Statutory Reports
Financial Statements
243
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Particulars As at As at
31st March 2024 31st March 2023
(i) At fair value through Profit or Loss (FVTPL)
a) Investments in equity instruments
Shares of Laxmi Co-op. Bank Limited 1.25 1.25
5000 Equity shares of ` 25 each fully paid-up
(31st March 2023: 5,000 equity shares)
Shares of Solapur Janata Sahakari Bank Limited 0.05 0.05
500 Equity shares of ` 10 each fully paid-up
(31st March 2023: 500 equity shares)
Shares of Thane Janata Bank 4.63 4.63
9259 Equity shares of ` 50 each fully paid-up
(31st March 2023: 9259 equity shares)
Shares of Janlaxmi Bank 1.30 1.30
5198 Equity shares of ` 25 each fully paid-up
(31st March 2023: 5198 equity shares)
Shares of Mahila Bank 0.21 0.21
850 Equity shares of ` 25 each fully paid-up
(31st March 2023: 850 equity shares)
Shares of Godavari Bank 0.01 0.01
10 Equity shares of ` 100 each fully paid-up
(31st March 2023: 10 equity shares)
Shares of NAMCO Bank 0.01 0.01
28 Equity shares of ` 25 each fully paid-up
(31st March 2023: 28 equity shares)
b) Investments in mutual funds
Quoted mutual funds
HDFC corporate bond fund - growth 541.97 502.16
ICICI prudential saving fund-growth 2,545.32 2,359.48
ICICI prudential banking and PSU debt fund - growth 493.03 457.97
ICICI prudential corporate bond fund - growth 844.47 782.60
ICICI prudential short term fund-growth 197.31 183.15
ICICI prudential all seasons bond fund - growth 1,041.20 -
ICICI prudential money market fund - growth 508.63 -
Nippon india short term fund - growth plan - growth option 118.55 110.39
Nippon india low duration fund - growth plan- growth option 239.01 223.30
ABSL corporate bond fund-growth 960.19 890.73
ABSL sun life low duration fund 121.89 114.04
ABSL saving fund growth 255.03 237.40
ABSL nifty SDL PSU bond sept 446.49 417.00
Axis short term fund-growth 790.27 736.83
Axis bluechip fund - growth 303.61 230.02
244
Corporate Overview
Statutory Reports
Financial Statements
Particulars As at As at
31st March 2024 31st March 2023
Axis money market fund - regular growth 508.75 -
Axis banking & PSU debit fund - growth 471.88 441.36
Axis all seasons debt fund of funds regular growth 243.91 226.47
Axis treasury advantage fund - regular growth (TA-GP) 554.86 517.29
Axis nifty AAA bond plus SDL apr 2026 50:50 ETF FoF - regular growth 221.09 207.86
Bandhan corporate bond fund regular plan-growth (erstwhile IDFC 667.01 623.28
corporate bond fund regular plan-growth)
IDFC ultra short term fund-growth(Reg Plan) 595.52 555.92
Bandhan ultra short term fund regular plan-growth (erstwhile IDFC ultra 3.61 3.37
short term fund regular plan-growth)
IDFC low duration fund - growth 694.50 648.56
TATA banking & PSU debt fund regular plan 171.77 160.77
Kotak low duration fund std growth (regular plan) 2,320.48 2,171.20
Kotak nifty SDL APR 2027 top 12 equal weight index fund regular 222.10 207.68
Kotak banking and PSU debt fund 616.75 574.22
Kotak savings growth fund 13.78 12.88
Kotak bond fund short term growth 474.43 442.99
Kotak corporate bond fund standard - growth 1,181.27 1,098.42
Kotak floating rate fund growth - regular plan 600.53 558.61
Kotak dynamic bond reg plan growth 1,056.58 -
Baroda BNP paribas multi cap fund 585.69 401.42
SBI magnum ultra short duration fund regular growth 129.10 120.45
SBI short term debt fund regular plan 191.53 178.85
Sundaram large and mid cap fund - regular growth 223.00 -
Principal emerging bluechip fund - regular plan growth - 160.91
Canara robeco force collection a/c 185.99 133.87
Canara robeco blue chip equity fund 162.75 122.17
ICICI prudential ultra short term fund 240.78 163.80
UTI floater fund - regular growth plan 17.05 111.75
ICICI prudential fund 5.07 63.10
HDFC banking and PSU debt fund 89.96 65.42
HDFC equity saving fund 100.00 63.00
HDFC credit risk debt fund - 41.85
Edelweiss mutual fund 443.48 414.36
UTI money market fund 102.53 -
Total investments at FVTPL 22,510.18 17,744.36
Non-current 7.46 7.46
Current 22,502.72 17,736.90
22,510.18 17,744.36
Total investments 22,510.18 17,744.36
Aggregate book value of quoted investments 22,502.72 17,736.90
Aggregate book value of unquoted investments 7.46 7.46
245
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Particulars As at As at
31st March 2024 31st March 2023
(i) Derivative instruments
Foreign-exchange forward contracts* 39.46 -
(ii) Others
(a) Bank deposits with more than 12 months maturity 164.82 120.74
(b) Interest accrued on fixed deposits 11.45 8.26
(c) Lease receivable 80.89 -
(d) Income accrued on others 12.29 7.29
(e) Other receivable 119.20 373.21
(f) Security deposits #
283.34 257.84
Total 711.45 767.34
Non-current 563.35 449.70
Current 148.10 317.64
711.45 767.34
* The holding company entered into foreign exchange forward contracts with the intention to reduce the foreign exchange
exposure of trade receivables and trade payables.
#
Security deposit is with electricity department; which carrying interest at the rate of 4% to 7% for the company.
Particulars As at As at
31st March 2024 31st March 2023
Capital advances 172.43 651.53
Prepaid expense 592.77 539.45
Advances for purchase of materials 110.18 110.66
Income tax deposited with tax authorities (under protest) 335.42 199.61
Other advances with Provident fund authorities (under protest) 12.12 12.12
Income accrued on export incentives 296.83 203.30
Balances with statutory/government authorities 1,695.77 1,421.15
Other receivables 90.71 78.89
Advance tax (net of provision for taxation) 39.20 21.93
Total 3,345.43 3,238.64
Non-current 562.87 891.74
Current 2,782.56 2,346.90
3,345.43 3,238.64
246
Corporate Overview
Statutory Reports
Financial Statements
NOTE 7: INVENTORIES
Particulars As at As at
31st March 2024 31st March 2023
Raw materials and components (at cost) 1,564.06 6,768.40
Stores, spares and packing materials (at cost) 2,926.86 3,009.91
Semi-finished goods (at cost) 4,405.70 7,943.32
Finished goods (at lower of cost and net realisable value)* 5,472.35 4,731.60
Total 14,368.97 22,453.23
During the year ended 31st March 2024 ` 87.40 Lakhs (31st March 2023 ` 51.42 Lakhs) was written down as a provision towards
slow moving/ non moving of inventories.
*Includes Finished Goods in transit ` 4,096.71 Lakhs (31st March 2023: ` 3,689.74 Lakhs)
Particulars As at As at
31st March 2024 31st March 2023
Trade receivables 17,552.63 20,625.04
Total 17,552.63 20,625.04
Break-up for security details:
- Secured, considered good - -
- Unsecured, considered good 17,552.63 20,625.04
- Which have significant increase in credit risk - -
- Credit impaired 275.35 223.50
Total 17,827.98 20,848.54
Impairment allowance (allowance for bad and doubtful debts)
- Doubtful (275.35) (223.50)
Total 17,552.63 20,625.04
The net carring value of trade receivables is considered a reasonable approximation of fair value.
Trade receivables are non-interest bearing and are generally on terms of 30 to 150 days.
247
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Particulars Unbilled Not due Outstanding for following periods from due date of receipts
dues
Less than 6 months 1-2 years 2-3 More than Total
6 months - 1 year years 3 years
(i) Undisputed trade receivables – - 7,250.20 10,193.29 109.05 0.09 - - 17,552.63
considered good
(ii) Undisputed trade receivables – - - - - - - - -
which have significant increase
in credit risk
(iii) Undisputed trade receivables – - - - 155.34 116.47 3.54 - 275.35
credit impaired
(iv) Disputed trade receivables– - - - - - - - -
considered good
(v) Disputed trade receivables – - - - - - - - -
which have significant increase
in credit risk
(vi) Disputed trade receivables – - - - - - - - -
credit impaired
Less: Allowance for bad and doubtful - - - (155.34) (116.47) (3.54) - (275.35)
debts (disputed + undisputed)
Total - 7,250.20 10,193.29 109.05 0.09 - - 17,552.63
Unbilled Not due Outstanding for following periods from due date of receipts
dues Less than 6 months 1-2 2-3 More than Total
6 months - 1 year years years 3 years
(i) Undisputed trade receivables – - 8,815.73 11,760.57 48.30 0.44 - - 20,625.04
considered good
(ii) Undisputed trade receivables – - - - - - - - -
which have significant increase
in credit risk
(iii) Undisputed trade receivables – - - - 220.22 3.28 - - 223.50
credit impaired
(iv) Disputed trade receivables– - - - - - - - -
considered good
(v) Disputed trade receivables – - - - - - - - -
which have significant increase
in credit risk
(vi) Disputed trade receivables – - - - - - - - -
credit impaired
Less: Allowance for bad and doubtful - - - (220.22) (3.28) - - (223.50)
debts (disputed + undisputed)
Total - 8,815.73 11,760.57 48.30 0.44 - - 20,625.04
248
Corporate Overview
Statutory Reports
Financial Statements
Cash at banks earns interest at fixed rates based on fixed deposit receipts made by the Group. Fixed deposits are made for
varying periods of between 1 month to 48 months, depending on the immediate cash requirements of the Group, and earn
interest at the respective short term / long term deposit rates.
* Deposits with bank of ` 186.96 Lakhs (31st March, 2023 : ` 140.30 Lakhs) held as lien by banks against bank guarantees.
For the purpose of the statement of cash flows, cash and cash equivalents comprise the following
Particulars As at As at
31st March 2024 31st March 2023
Cash and cash equivalents
Balance with banks
Current accounts 4,275.35 1,811.19
Deposits with original maturity of less than three months 50.47 50.46
Cash on hand 4.18 2.90
Total cash and cash equivalents 4,330.00 1,864.55
249
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
The Holding Company has only one class of equity shares having a par value of ` 10 per share (31st March 2023: ` 10 per
share). Each holder of equity shares is entitled to one vote per share. The Holding Company declares and pays dividends
in Indian rupees.
The Board of Directors of the Holding Company, in their meeting on 26th May, 2023, proposed a final dividend of ` 1.00
per equity share and the same was approved by the shareholders at the Annual General Meeting held on 26th July 2023.
The amount was recognized as distributions to equity shareholders during the year ended 31st March 2024 and the total
appropriation was ` 949.86 Lakhs.
The Board of Directors, in their meeting on 23rd May 2024, proposed a final dividend of ` 1.00 per equity share for the year
ended 31st March 2024. The payment of dividend is subject to approval of shareholders at the ensuing Annual General
Meeting of the Holding Company.
In the event of liquidation of the Holding Company, the holders of equity shares will be entitled to receive remaining assets
of the Holding Company, after distribution of all preferential amounts. The distribution will be in proportion to the number
of equity shares held by the shareholders.
B) Issued, subscribed and fully paid-up
As per records of the Holding Company, including its register of shareholders/ members and other declarations received
from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of
shares.
250
Corporate Overview
Statutory Reports
Financial Statements
Particulars In `
A) Securities premium
At 1st April 2022 21,744.23
Less: Reversal of tax benefit (deferred tax) (4.64)
At 31 March 2023
st
21,739.59
Less: Reversal of tax benefit (deferred tax) (0.35)
At 31 March 2024
st
21,739.24
B) General reserve
At 1st April 2022 472.21
Increase/ (decrease) during the year -
At 31 March 2023
st
472.21
Increase/ (decrease) during the year -
At 31 March 2024
st
472.21
C) Retained earnings
At 1st April 2022 34,383.60
Add: Profit for the year 4,628.59
Less: Final equity dividend at ` 1 per share paid (1,044.84)
At 31 March 2023
st
37,967.35
Add: Profit for the year 4,035.31
Less: Final equity dividend at ` 1 per share paid (949.86)
At 31 March 2024
st
41,052.79
D) Other reserves
At 1st April 2022 121.82
Add: Other comprehensive income for the year 34.47
At 31 March 2023
st
156.29
Add: Other comprehensive income for the year 34.30
At 31st March 2024 190.59
251
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Particulars In `
E) Capital reserves
At 1st April 2022 1,412.02
Increase/ (decrease) during the year -
At 31 March 2023
st
1,412.02
Increase/ (decrease) during the year -
At 31 March 2024
st
1,412.02
F) Other reserves
Foreign currency translation reserve
At 1st April 2022 532.78
Add: Exchange differences on translation of foreign operations (126.39)
At 31st March 2023 406.39
Add: Exchange differences on translation of foreign operations 63.15
At 31 March 2024
st
469.54
The amount received in excess of face value of the equity shares is recognised in Securities Premium. In case of equity-settled
share based payment transactions, the difference between fair value on grant date, exercise price and nominal value of share
is accounted as securities premium.
General reserve
The Group has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to
the earlier provisions of the Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies
Act 2013.
Retained earnings
Retained earnings are the profits that the Group has earned till date, less any transfers to general reserve, dividends or other
distributions paid to shareholders and any other adjustments.
Capital reserve
The Group had recognized excess of the identifiable assets and liabilities acquired over the consideration paid for acquisition of
subsidiary referred to as bargain purchase on acquisition in capital reserve.
Foreign currency translation reserve
Exchange differences arising on translation of foreign operations are recognised in other comprehensive income and are
accumulated in separate reserve within equity. The cumulative amount is reclassified to profit and loss, when the investment is
disposed off.
252
Corporate Overview
Statutory Reports
Financial Statements
Foreign currency loan 4 (secured) carries the rate of interest rate from 2% to 6% in Euro p.a. The loan is secured by mortgage on
commercial property, equipments, machines & inventories, in Cunewalde, Germany. The loan matures in 5 to 10 years.
From Financials Institutions -carries the rate of interest rate from 2% to 6 % in Euro p.a. The loan is secured by mortgage on
commercial property, equipments, machines & inventories, in Cunewalde, Germany. The shareholders loan of Euro 26,55,000
is subordinated.
253
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Term loan 4 of Bank II carries interest at the rate of 9.75% p.a. The tenure of the loan is 72 months. The loan is repayable in 72
monthly instalments commencing from October 2018. The loan is secured by existing and future moveable and immoveable
fixed assets of plot no F-5, MIDC, Satpur as collateral security. The loans has been secured by the corporate guarantee of holding
company Precision Camshafts Limited.
Term loan 5 of Bank II carries interest at the rate of 9.75% p.a. The tenure of the loan is 72 months. The loan is repayable in 72
monthly instalments commencing from October 2018. The loan is secured by existing and future moveable and immoveable
fixed assets of plot no F-5, MIDC, Satpur as collateral security. The loans has been secured by the corporate guarantee of holding
company Precision Camshafts Limited.
Term loan 6 of Bank II carries interest at the rate of 9.75% p.a. The tenure of the loan is 72 months. The loan is repayable in 72
monthly instalments commencing from October 2018. The loan is secured by existing and future moveable and immoveable
fixed assets of plot no F-5, MIDC, Satpur as collateral security. The loans has been secured by the corporate guarantee of holding
company Precision Camshafts Limited.
Term loan from citi bank carries interest at the rate of 9.75% p.a. The tenure of the loan is 70 Months. The loan is repayble in 20
quarterly instalments commencing from September 2020. The loan is secured by existing and future moveable and immoveable
fixed assets of plot no F-5, MIDC, Satpur as collateral security. The loans has been secured by the corporate guarantee of holding
company Precision Camshafts Limited.
The Group does not have any continuing defaults in repayment of loans and interest during the year and as at the reporting date.
Packing credit ` 5,915.25 Lakhs in ` are secured by first pari passu charge by way of hypothecation of current assets including
inventories and trade receivables. Further, the facilities are collaterally secured by extension of pari passu charge by way of
hypothecation of plant and machinery and equitable mortgage of factory land and building situated at Plot No. D5 to D7, MIDC
Chincholi, Solapur, Unit I situated at Plot No. E-102, 103, Akkalkot Road, MIDC, Solapur.
Cash credit of ` 319.07 Lakhs is secured by hypothecation of current assets of the Company. Cash credit has also been secured
by collateral securities of existing and future moveable and immoveable fixed assets of plot no F-5, MIDC, Satpur. The cash
credit has been secured by corporate guarantee of Holding Company Precision Camshaft Limited. The cash credit has also been
secured by Demand promissory note and letter of continuity for ` 50 Million.
Cash credit of ` 2,502.43 Lakhs is secured by hypothecation of current assets of the Company. Cash credit has also been secured
by collateral securities of existing and future moveable and immoveable fixed assets of Köblitzer Str. 7, 02733 Cunewalde,
Germany.
The carrying amounts of property, plant and eqiupment pledged as security for non-current borrowings are disclosed in note
3. And carrying amount of inventories, trade receivables and fixed deposits are pledged as security for short term borrowings.
Term loan from banks contain certain covenants relating to debt service coverage ratio, total debt gearing ratio, interest Coverage
ratio, Fixed asset coverage ratio. All the ratios mentioned above are within the level stipulated by the banks in its prescribed
sanctions. The Company has also satisfied all other debt covenants prescribed in the terms of bank loan.
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Non - current - -
Current 2,204.88 2,153.00
2,204.88 2,153.00
* The holding company entered into foreign exchange forward contracts with the intention to reduce the risk in foreign exchange
exposure of trade receivables and trade payables.
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Particulars Current
Unbilled Payables Outstanding for following periods from due date of payment
dues not due
Less than 1-2 years 2-3 years More than Total
1 year 3 years
(i) MSME - 1,169.09 83.78 - - - 1,252.87
(ii) Disputed dues - MSME - - - - - - -
(iii) Others 1,092.94 5,193.77 4,118.75 36.75 - - 10,442.21
(iv) Disputed dues - others - - - - - - -
Total 1,092.94 6,362.86 4,202.53 36.75 - - 11,695.08
Particulars Current
Unbilled Payables Outstanding for following periods from due date of payment
dues not due Less than 1-2 years 2-3 years More than Total
1 year 3 years
(i) MSME - 1,393.67 127.55 - - - 1,521.22
(ii) Disputed dues - MSME - - - - - - -
(iii) Others 1,335.10 3,942.63 5,843.81 72.84 - - 11,194.38
(iv) Disputed dues - others - - - - - - -
Total 1,335.10 5,336.30 5,971.36 72.84 - - 12,715.60
Disclosure relating to suppliers registered under MSMED Act based on the information available with the company
Particulars As at As at
31st March 2024 31st March 2023
(i) The principal amount and the interest due thereon remaining unpaid to any - -
supplier as at the end of each accounting year
Principal amount due to micro and small enterprises 1,252.87 1,521.22
Interest due on above 0.01 0.01
(ii) The amount of interest paid by the buyer in terms of section 16, of the - -
MSMED Act, 2006.
The amounts of the payment made to the supplier beyond the appointed day 10,806.33 9,599.89
during each accounting year.
(iii) The amount of interest due and payable for the period of delay in making - -
payment (which have been paid but beyond the appointed day during the year)
but without adding the interest specified under MSMED Act, 2006.
(iv) The amount of interest accrued and remaining unpaid at the end of each - -
accounting year.
(v) The amount of further interest remaining due and payable even in the succeeding 0.01 0.01
years, until such date when the interest dues as above are actually paid to the
small enterprise for the purpose of disallowance as a deductible expenditure
under section 23 of the MSMED Act, 2006
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Particulars As at As at
31st March 2024 31st March 2023
Advances from customers 1,059.61 10,627.89
Statutory dues payable 488.68 370.64
Other payables 1,162.92 1,335.77
Total 2,711.21 12,334.30
Non current 409.19 -
Current 2,302.02 12,334.30
Total 2,711.21 12,334.30
Particulars As at As at
31st March 2024 31st March 2023
Provision for employee benefits:
Provision for gratuity 288.60 224.35
Provision for compensated absences (unfunded) 604.04 562.29
Total 892.64 786.64
Non-current 681.58 579.75
Current 211.06 206.89
Total 892.64 786.64
Also refer note 31 for detailed disclosure.
Particulars As at As at
31st March 2024 31st March 2023
Provision for income tax (net of advance taxes) 264.25 105.62
Total 264.25 105.62
Particulars As at As at
31st March 2024 31st March 2023
Asset classified as held for sale * 925.47 -
Total 925.47 -
* During current year, holding company has taken approval for sale of certain assets - i.e. Land - W39 & E90, flats at Vaishnavi
Buildcon and Vaishnavi Heights and E102/103 located in Solapur and the Corporate Office loacted at Senapati Bapat Road Pune.
The holding company is currently using E102 / 103 Hence, not classified as asset held for sale and all the other properties are
available for immediate sale and accounted as held for sale.
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Particulars As at As at
31st March 2024 31st March 2023
Advance received against asset classified as held for sale * 61.11 -
Total 61.11 -
*The holding company has received advance against sale of Land - W39 in the month of March 2024.
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NOTE 23: (INCREASE) / DECREASE IN INVENTORIES OF FINISHED GOODS AND WORK IN PROGRESS
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Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Holding Company by the weighted
average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be
issued on conversion of all the dilutive potential equity shares into equity shares.
The following reflects the profit and share data used in the basic and diluted EPS computation:
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Particulars As at As at
31st March 2024 31st March 2023
PPE: impact of difference between tax depreciation and depreciation /
amortization for the financial reporting 607.34 691.80
Liability due to fair valuation of mutual fund 419.27 410.25
Others 10.33 10.96
Gross deferred tax liability 1,036.94 1,113.01
Deferred tax assets
Employee related costs allowed for tax purposes on payment basis 244.18 350.31
VRS compensation 141.57 189.85
Share issue expenses adjusted to securities premium account - 0.47
Asset Held for Sale [Capital Loss] 56.53 56.53
Deduction U/s 80JJAA - 7.24
Deferred tax on accumulated loss 488.83 570.89
Others 2.78 14.40
Msme Payments allowed for tax purposes on payment basis 209.3 -
Gross deferred tax assets 1,143.19 1,189.69
Net deferred tax liability/(asset) (106.25) (76.68)
Deferred tax assets are not offset with above deferred tax liability since the Group offsets tax assets and liabilities if and only
if it has a legally enforceable right to set off current tax assets and current tax liabilities (deferred tax assets and deferred tax
liabilities relate to income taxes levied by the same tax authority)
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Particulars As at As at
31st March 2024 31st March 2023
Opening balance as of April, 01. (76.68) 1,095.56
Tax (income)/expense during the period recognized in profit or loss (49.91) (1,339.43)
Tax (income)/expense during the period recognized in Equity 0.37 4.64
Tax (income)/expense during the period recognized in OCI 11.54 11.60
Foreign Exchange (Gain)/loss 8.43 (3.05)
Adjustments in respect of deferred tax for earlier years - 154.00
Closing Balance as at March 31 (106.25) (76.68)
The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current
tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
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Amount of ` 2,156.03 Lakhs (31st March 2023: ` 1,935.76 Lakhs ) is recognized as expenses and included in Note No. 24
“Employee benefit expense”.
B. Defined benefit plans:
The Group has following post employment benefits which are in the nature of defined benefit plans:
Gratuity
The Holding Company has a defined benefit gratuity plan in India (funded). The Holding Company’s defined benefit gratuity
plan is a final salary plan for India employees, which requires contributions to be made to a separately administered fund.
The gratuity plan governed by the Payment of Gratuity Act, 1972. As per the Payment of Gratuity Act, 1972, an employee
who has completed five years of service is entitled to specific benefits. The level of benefits provided depends on the
member’s length of service and salary at retirement age.
The Indian Subsidiary has a defined benefit gratuity plan in India and the same is unfunded.
Net benefit expense 31st March 2024 (recognized in profit or loss) 31st March 2024 31st March 2023
Current service cost 152.62 143.00
Interest cost on benefit 10.76 25.99
Total 163.38 168.99
264
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the Year ended 31st March 2024 (Contd.)
(All amounts are in ` Lakhs, unless otherwise stated)
31st March 2024: Changes in defined benefit obligation and plan assets
Particulars 1st April Gratuity cost charged to statement Benefit Remeasurement gains/(losses) in other Contributions 31st March
2023 of profit and loss paid comprehensive income by employer 2024
Service Net Sub-total Return on Actuarial Actuarial Experience Sub-total
cost interest included in plan assets changes changes adjustments included
(expense) statement (excluding arising from arising from in OCI
/ income of profit amounts changes in changes in
and loss included in demographic financial
(refer note net interest assumptions assumptions
24) expense)
Gratuity
Defined benefit obligation (1,410.93) (152.62) (100.18) (252.80) 69.54 - - (45.70) 100.56 54.86 - (1,539.33)
Fair value of plan assets 1,246.58 - 89.42 89.42 (40.18) (9.02) - - - (9.02) 23.93 1,310.73
Benefit liability (164.35) (152.62) (10.76) (163.38) 29.36 (9.02) - (45.70) 100.56 45.84 23.93 (228.60)
31st March 2023: Changes in defined benefit obligation and plan assets
Particulars 1st April Gratuity cost charged to statement Benefit Remeasurement gains/(losses) in other Contributions 31st March
2022 of profit and loss paid comprehensive income by employer 2023
Service Net Sub-total Return on Actuarial Actuarial Experience Sub-total
cost interest included in plan assets changes changes adjustments included
(expense) statement (excluding arising from arising from in OCI
/ income of profit and amounts changes in changes in
loss (refer included in demographic financial
note 24) net interest assumptions assumptions
expense)
Gratuity
Defined benefit obligation (1,392.81) (143.00) (100.57) (243.57) 170.67 - 0.62 (19.01) 73.17 54.78 - (1,410.93)
Fair value of plan assets 848.76 - 74.58 74.58 (59.76) (8.71) - - - (8.71) 391.71 1,246.58
Benefit liability (544.05) (143.00) (25.99) (168.99) 110.91 (8.71) 0.62 (19.01) 73.17 46.07 391.71 (164.35)
As at 31st March 2024 & 31st March 2023 the amount of gratuity provision also includes gratuity provision of ` 60 Lakhs & 60 Lakhs respectively provided for director in the books
of holding company whose gratuity payment is not considered for acturial valuations.
Financial Statements
Statutory Reports
Corporate Overview
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The major categories of plan assets and the fair value of the total plan assets of gratuity are as follows:
The principal assumptions used in determining above defined benefit obligations for the group’s plans are shown below:
The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit
obligations as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
#
The discount rate is based on the prevailing market yields of Government securities as at the Balance Sheet date for the
estimated term of the obligations.
* The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other
relevant factors.
The followings are the expected future benefit payments for the defined benefit plan :
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Weighted average duration of defined plan obligation (based on discounted cash flows)
The followings are the expected contributions to planned assets for the next year:
Asset volatility
The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets under perform this yield,
this will create a deficit. All plan assets are maintained in a trust fund managed by Life Insurance Corporation of India (LIC)
and Birla Sun Life Insurance Company Limited who have been providing consistent and competitive returns over the years. The
Company has opted for a traditional fund wherein all assets are invested primarily in risk averse markets. The Company has
no control over the management of funds but this option provides a high level of safety for the total corpus. A single account is
maintained for both the investment and claim settlement and hence, 100% liquidity is ensured. Also, interest rate and inflation
risk are taken care of.
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(i) Estimated amount of contracts remaining to be executed on capital account and material not provided for (net of
advances): At 31st March 2024, the Group had commitments of ` 3,111.27 Lakhs (31st March 2023: ` 1,875.75 Lakhs)
b. Contingent liabilities
(i) Claims against the company not acknowledged as debts (Legal claims)
a. The Collector of Stamps, Solapur has demanded payment of stamp duty of ` 31.79 Lakhs (31st March 2023:
` 31.79 Lakhs) for cancellation and issue of equity shares after amalgamation of Precision Valvetrain Components
Limited (PVPL) with the Holding Company in year 2007-2008. The Holding Company has filed an appeal against
demand made by the Collector of Stamps, Solapur with Controlling Revenue Authority, Pune.
b. The Holding Company had received an order from the Commisioner of Provident fund for the year May 2003
to May 2006 demanding PF liability amounting to ` 24.23 Lakhs (31st March 2023: ` 24.23 Lakhs) excluding
interest. The Holding Company had filed writ petition with the Hon'ble High court Mumbai against the said order
and had paid ` 12.12 Lakhs under protest.
c. The Holding Company had received an order from the Commissioner of Central Excise Pune for the year 2002-
03, 2003-04 and 2004-05 demanding excise duty amounting to ` 20.76 Lakhs (31st March 2023: ` 20.76 Lakhs)
on sales tax retained under sales tax deferral scheme. The Holding Company had filed apperial against the order
with CESTAT and CESTAT via its order transfer the said case to the jurisdiction commissionrate.
d. The Holding Company had received order from Assessing Officer for the assessment year 2014-15 for demand
of income tax amounting to ` 1,701.16 Lakhs (31st March 2023 ` 1,701.16 Lakhs) towards disallowance of ESOP
expenditures and other disallowances. The Holding Company has filed appeal against the above order with
commissioner of income tax (Appeals) and has paid ` 335.41 Lakhs (31st March 2023: 200.00 Lakhs) under protest.
e. The Holding Company had received an order from Assessing Officer for the assessment year 18-19 for demand
of income tax amounting to ` 7.08 Lakhs towards disallownce u/s 14A of the Act. The Holding Company has paid
the said demand within due date specified by the department. Further assessing officer has passed an order
u/s 270A imposing a penalty for ` 3.47 Lakhs (31st March 2023 `3.47 Lakhs) for under reporting of income for
incremental disallowance made u/s 14A of the act. The Holding Company had filed appeal agianst the penalty
order with Commissioner of Income Tax(Appeals) and has paid ` 0.70 Lakhs under protest.
f. The Holding Company had received an order from Industrial Court, Solapur towards employees dispute and
allowed 4 workers reinstatement with full back wages from 2014 for demand of ` 49.96 Lakhs (31st March 2023
` 42 Lakhs). The Holding Company had filed writ petition with the Hon'ble High court Mumbai against the said
order.
h. During the current year, the Holding Company has received a draft order under section 144C(1) of the Income Tax
Act, 1961, for the assessment year 2020-21. The draft order pertains to adjustments on account of international
transactions related to corporate guarantees and disallowance under section 14A of the Act, amounting to
` 19.47 Lakhs. The Holding Company has filed its objections with the Dispute Resolution Panel (DRP) regarding
the aforementioned adjustments and disallowance.
i. During the current year, the Holding Company has received a draft order under section 144C(1) of the Income Tax
Act, 1961, for the assessment year 2021-22. The draft order pertains to adjustments on account of international
transactions related to corporate guarantees amounting to ` 5.41 Lakhs. The Holding Company has filed its
objections with the Dispute Resolution Panel (DRP) regarding the aforementioned adjustments and disallowance.
In all the cases mentioned above, outflow is not probable, and hence not provided by the Group.
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B The transactions with related parties during the year and their outstanding balances are as follows:
Balances outstanding
1 Remuneration payable 94.64 130.43 - - - -
2 Trade payables - - - - 32.06 23.18
*The amounts disclosed in the table are the amounts recognized as an expense during the reporting period related to key
management personnel.
C Disclosure in respect of material related party transaction during the year:
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Balances outstanding
The amounts disclosed in the table are the amounts recognized as an expense during the reporting period.
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There is no customer whose revenue constitutes 10% or more of the group’s total revenue. Further details regarding major
customers constitutre 10% or more of total revenue of each company within the group are disclosed in the respective financial
statements.
* As defined in paragraph 33 (b) of Ind AS 108 “Operating segments” non current assets excludes financial instruments, deferred
tax assets and post-employment benefit assets.
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• Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
• Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
A) The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:
Quantitative disclosures fair value measurement hierarchy for assets as at 31st March 2024:
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The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in
a current transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
The fair values of the quoted mutual funds are based on price (i.e. the NAV of the mutual funds) quotations at the
reporting date.
The fair values of derivative forward contracts is determined using the marked-to-market valuation done by the banks.
The fair value of Level 3 is determined on the basis of best estimate & information available.
B) Fair value of financial assets and liabilities measured at amortised cost
The management assessed that cash and cash equivalents (including term deposits), trade receivables, other receivables,
lease receivables, trade payables, Short term borrowings, lease liability and other financial liabilities approximate their
carrying amounts because of the short term nature of these financial instruments.
The amortized cost using effective interest rate (EIR) of non-current financial assets consisting of security deposit, and
term deposit with more than 12 months and in case of non current financial liabilities consisting of long term borrowings
and non current lease liability are not significantly different from the carrying amount.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
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No changes were made in the objectives, policies or processes for managing capital during the years ended 31st March 2024 and
31st March 2023.
The Board of Directors of Holding Company, in their meeting on August 10, 2022, proposed a final dividend of ` 1.10 per
equity share and the same was approved by the shareholders at the Annual General Meeting held on September 21, 2022.
Subsequently, the dividend has been paid by the company in FY 2022-23.
The Board of Directors of Holding Company, in their meeting on May 26, 2023, proposed a final dividend of ` 1.00 per equity
share and the same was approved by the shareholders at the Annual General Meeting held on July 26, 2023. Subsequently, the
dividend has been paid by the company in current year.
The Board of Directors of Holding Company, in their meeting on 23rd May 2024, proposed a final dividend of ` 1.00 per equity
share for the year ended 31st March 2024. The payment of dividend is subject to approval of shareholders at the ensuing Annual
General Meeting of the Company.
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Financial Statements
The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees the management of
these risks. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate
skills, experience and supervision. It is the Group’s policy that no trading in derivatives for speculative purposes may be
undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price
risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, and derivative financial
instruments.
The sensitivity analysis in the following sections relate to the position as at 31st March 2024 and 31st March 2023.
The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates
of the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant.
The analyses exclude the impact of movements in market variables on: the carrying values of gratuity and other post retirement
obligations and provisions.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Company’s
long-term and short-term debt obligations with floating interest rates.
Sensitivity
The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market
environment, showing a significantly higher volatility than in prior years.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign
exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating
activities (when revenue or expense is denominated in a foreign currency) and borrowings of the Group.
When a derivative is entered into for the purpose of being a hedge, the Group negotiates the terms of those derivatives to match
the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the
point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is
denominated in the foreign currency.
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The following tables demonstrate the sensitivity to a reasonably possible change in USD, EUR, GBP and JPY exchange rates,
with all other variables held constant. The impact on the Group’s profit before tax is due to changes in the fair value of monetary
assets and liabilities including non-designated foreign currency derivatives and embedded derivatives. The impact on the Group’s
pre-tax equity is due to changes in the fair value of forward exchange contracts designated as cash flow hedges and net
investment hedges. The Group’s exposure to foreign currency changes for all other currencies is not material.
Sensitivity
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Commodity risk
The Group is affected by the price volatility of certain commodities. Its operating activities require the ongoing manufacture of
Camshafts, parts of diesel engine, break parts and parts of measuring instruments and therefore require a continuous supply
majorly of Pig iron, MS Scrap, Resin coated sand and steel bars.
The Group’s exposure to the risk of exchange in key raw material prices are mitigated by the fact that the price increases/
decreases from the vendors are passed on to the customers based on understanding with the customers. Hence the fluctuation
of prices of key raw materials do not materially affect the consolidated statement of profit and loss. Also as at 31st March 2024,
there were no open purchase commitments/ pending material purchase order in respect of key raw materials.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its
financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial
instruments.
Trade receivables
Customer credit risk is managed subject to the Group’s established policy, procedures and control relating to customer credit
risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit
limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored.
An impairment analysis is performed at each reporting date on an individual basis for major clients. The maximum exposure to
credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 8. The Group does not hold
collateral as security. The Group evaluates the concentration of risk with respect to trade receivables as low, as its customers are
located in several jurisdictions and industries and operate in largely independent markets.
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance
with the Group’s policy.
The investment of surplus funds is made in mutual funds and fixed deposits which are approved by the director.
The Group’s maximum exposure to credit risk for the components of the balance sheet at 31st March 2024 and 31st March 2023
is the carrying amounts as illustrated in note 9.
Liquidity risk
Liquidity risk is the risk that the group’s will not be able to meet its financial obligation as they become due. The group’s manages
its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liability when due.
The table below summarises the maturity profile of the company’s financial liabilities:
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NOTE 42: ADDITIONAL INFORMATION REQUIRED BY SCHEDULE III OF THE COMPANIES ACT 2013.
Name of the entity Net assets i.e. total Share in Share in other Share in total
assets minus total profit or loss comprehensive comprehensive
liabilities income (OCI) income (TCI)
As % of Amount As % of Amount As % of Amount As % of Amount
conso. net conso. conso. TCI
assets P&L OCI
Parent
Precision Camshafts Limited 118.91% 88,983.42 194.31% 7,840.99 42.56% 41.47 190.73% 7,882.46
(including effect of consolidation
elimination and adjustment effects)
Subsidiaries
Indian:
1. Memco Engineering Private Limited 3.46% 2,586.38 -0.57% (22.98) -7.35% (7.16) -0.73% (30.14)
Foreign:
2. PCL (International) Holding B.V. -3.23% (2,415.77) -93.09% (3,756.35) 64.80% 63.15 -89.36% (3,693.20)
(Consolidated)
Consolidation elimination and -19.14% (14,319.06) -0.65% (26.35) -0.01% (0.01) -0.64% (26.36)
adjustment effects
Total 100.00% 74,834.97 100.00% 4,035.31 100.00% 97.45 100.00% 4,132.76
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Particulars Category of
ROU Asset
Land and Building
Balance as at 1 April 2022
st
1,353.94
Movement during the year (174.44)
Balance as at 31st March 2023 1,179.50
Movement during the year (415.10)
Balance as at 31st March 2024 764.40
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*Net investment in Lease= Present value of Lease payments using Lessor’s Internal rate of return
(i) Amounts recognised for Finance Lease
31 March 2023
st
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In case of the following projects (CWIP), where completion is overdue or has exceeded its cost compared to its original
plan:
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NOTE 47 : RECONCILIATION OF QUARTERLY RETURNS OR STATEMENTS OF CURRENT ASSETS FILED BY THE HOLDING
COMPANY WITH BANKS :
31st March 2024
Quarter Name of bank Particulars of Amount as Amount as Amount of Reason for material
Securities Provided per books of reported in difference discrepancies
account the quarterly
return/
statement
Jun-23 Bank of India and Trade Receivables 15,315.78 20,277.20 (4,961.42) The difference
Bank of Baroda Trade Payables * 7,599.57 8,064.80 (465.23) is due to the
Inventories 6,185.95 2,737.28 3,448.67 submission to the
Sep-23 Bank of India and Trade Receivables 14,854.63 19,741.95 (4,887.32) Banks were made
Bank of Baroda before financial
Trade Payables * 7,002.53 6,849.46 153.07
reporting closure
Inventories 6,749.81 3,457.44 3,292.37
process
Dec-23 Bank of India and Trade Receivables 13,500.48 19,585.84 (6,085.36)
Bank of Baroda Trade Payables * 7,220.64 7,077.33 143.31
Inventories 7,846.69 3,320.35 4,526.34
Mar-24 Bank of India and Trade Receivables 13,603.51 19,477.80 (5,874.29)
Bank of Baroda Trade Payables * 7,770.93 7,618.76 152.17
Inventories 7,801.89 3,749.25 4,052.64
31st March 2023
Quarter Name of bank Particulars of Amount as Amount as Amount of Reason for material
Securities Provided per books of reported in difference discrepancies
account the quarterly
return/
statement
Jun-22 Bank of India and Trade Receivables 13,682.97 18,135.24 (4,452.27) The difference is due
Bank of Baroda Trade Payables * 7,689.94 7,570.25 119.69 to the submission
Inventories 6,928.58 2,614.18 4,314.40 to the Banks were
Sep-22 Bank of India and Trade Receivables 12,751.81 17,574.10 (4,822.29) made before
Bank of Baroda financial reporting
Trade Payables * 6,798.50 6,708.54 89.96
closure process
Inventories 6,815.68 2,783.59 4,032.09
Dec-22 Bank of India and Trade Receivables 12,793.52 18,506.22 (5,712.70)
Bank of Baroda Trade Payables * 7,120.94 6,884.86 236.08
Inventories 7,082.63 2,858.85 4,223.78
Mar-23 Bank of India and Trade Receivables 14,455.83 19,645.73 (5,189.90)
Bank of Baroda Trade Payables * 8,388.18 8,255.97 132.21
Inventories 6,810.99 2,837.19 3,973.80
284
Corporate Overview
Statutory Reports
Financial Statements
NOTE 50 : RELATIONSHIP WITH STRUCK OFF COMPANIES UNDER SECTION 248 OF THE COMPANIES ACT, 2013 OR
SECTION 560 OF COMPANIES ACT, 1956.
The group does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section
560 of Companies Act, 1956.
The group has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the
Companies (Restriction on number of Layers) Rules, 2017.
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the company (ultimate beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
(ii) The group has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the
understanding (whether recorded in writing or otherwise) that the Group shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the funding party (ultimate beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries,
285
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Nitin Manohar Jumani Yatin S. Shah Ravindra R. Joshi Karan Y. Shah Tanmay M. Pethkar
Partner Managing Director Whole-time Director & CFO Whole-time Director Company Secretary
Membership Number: 111700 DIN. 00318140 DIN. 03338134 DIN. 07985441 Membership Number:
A53618
Place: Pune Place: Solapur Place: Solapur Place: Solapur Place: Pune
Date: 23rd May 2024 Date: 23rd May 2024 Date: 23rd May 2024 Date: 23rd May 2024 Date: 23rd May 2024
286
Notice
Dear Members,
You are cordially invited to attend the 32nd Annual General Meeting (AGM) of Precision Camshafts Limited (‘the Company’) which
is scheduled to be held on Friday, 26th July 2024 at 3.00 PM (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means
(“OAVM”).
The Notice of the meeting, containing business to be transacted, along with Explanatory Statement thereon is enclosed herewith.
As per Section 108 of the Companies Act 2013, read with the relevant Rules and Regulation 44 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide its members the facility to cast their vote
by electronic means on all resolutions set forth in the Notice before and during the meeting. The instructions for e-voting are
enclosed herewith in AGM Notice.
Yours Sincerely,
For Precision Camshafts Limited
Yatin S. Shah
Chairman and Managing Director
DIN: 00318140
Enclosures-
- Instructions for members for remote e-voting and joining Annual General Meeting.
- Instructions for members for e-voting on the day of the Annual General Meeting.
- Instructions for members for attending the Annual General Meeting through VC/OAVM.
287
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
NOTICE
NOTICE is given that the 32nd Annual General Meeting (AGM) the conclusion of Annual General Meeting held for
of the members of Precision Camshafts Limited will be held FY 2028-2029, on such remuneration, as may be
on Friday, 26th July 2024 at 3.00 PM (IST) through Video mutually agreed between the Board/ Audit Committee
Conferencing (VC)/Other Audio-Visual Means (OAVM) to and the Auditors.
transact the following business:
RESOLVED FURTHER THAT any one of the Board of
ORDINARY BUSINESS Directors or the Company Secretary, be and is, hereby
empowered and authorised to take such steps, in relation
1. To receive, consider and adopt: -
to the above and to do all such acts, deeds, matters
(a) the Audited Standalone Financial Statements and things as may be necessary, proper, expedient or
of the Company for the Financial Year ended incidental for giving effect to this resolution and to file
31st March 2024 including Reports of the Board of necessary E-Forms with Registrar of Companies.”
Directors and Auditors thereon; and
SPECIAL BUSINESS
(b) the Audited Consolidated Financial Statements
5. TO RATIFY THE REMUNERATION OF COST AUDITORS
of the Company for the Financial Year ended
FOR THE FINANCIAL YEAR ENDING 31st MARCH
31st March 2024 including the Reports of the
2025.
Auditors thereon.
To consider and if thought fit, to pass with or without
2. To declare final dividend of ` 1 per equity share of ` 10/-
modification(s), the following resolution(s) as an
each for the Financial Year ended 31st March 2024.
Ordinary Resolution:
3. To appoint a director in place of Dr. Suhasini Y. Shah
“RESOLVED THAT pursuant to the provisions of Section
(02168705) who retires by rotation, and being eligible,
148 of the Companies Act, 2013, read with Rule 14
offers herself for re-appointment.
of the Companies (Audit and Auditors) Rules, 2014
4. To consider re-appointment of M/S MSKA & Associates, and other applicable provisions, if any, (including any
Chartered Accountants as Statutory Auditors of the statutory modification(s) or re-enactment(s) thereof for
Company. the time being in force), the members of the Company
To consider and if thought fit, to pass with or without hereby ratify the remuneration of ` 1,50,000/- (Rupees
modification(s), the following resolution(s) as an One Lakh Fifty Thousand Only) plus taxes thereon, and
Ordinary Resolution: out-of-pocket expenses incurred in connection with the
audit, if any, chargeable extra on actual basis, payable
“RESOLVED THAT pursuant to the provisions of Section
to M/s. S. V. Vhatte & Associates, Cost Accountants
139, 141, 142 and other applicable provisions, if any, (Membership No: 7501 Firm Registration No. 100280)
of the Companies Act, 2013 as amended from time who have been appointed as Cost Auditors by the Board
to time or any other law for the time being in force of Directors of the Company, to conduct cost audit of
(including any statutory modification or amendment the cost records of the Company for the Financial Year
thereto or re-enactments(s) thereof for the time being ending 31st March 2025.
in force) and pursuant to recommendations of Audit
Committee and Board of Directors of the Company, ESOLVED FURTHER THAT the Board of Directors
R
M/s MSKA & Associates, Chartered Accountants (Firm (including any committee thereof) be and is hereby
Reg No :105047W) be and are hereby re-appointed as authorised to do or to authorise any person to do all such
Statutory Auditors of the Company for a further term acts, deeds, matters and things as may be considered
of 5(Five) years to conduct the Statutory Audit From necessary, relevant, usual, customary, proper and/
FY 2024-25 to FY 2028-2029 and to hold office from or expedient for giving effect to this resolution and for
the conclusion of this Annual General Meeting till matters connected therewith or incidental thereto.”
288
Notice
6. RE-APPOINTMENT OF DR. AMEET N. DRAVID (DIN: RESOLVED FURTHER THAT any one of the Board of
06806783) AS AN INDEPENDENT DIRECTOR: Directors or the Company Secretary, be and is hereby
authorised to do or to authorise any person to do all such
To consider and pass, the following resolution as a
acts, deeds, matters and things as may be considered
Special Resolution:
necessary, relevant, usual, customary, proper and/ or
“RESOLVED THAT pursuant to the provisions of Sections expedient for giving effect to this resolution and for
149 and 152 read with Schedule IV and other applicable matters connected therewith or incidental thereto.”
provisions, if any, of the Companies Act, 2013 and the
8.
RE-APPOINTMENT OF MR. SUHAS J. AHIRRAO
Companies (Appointment and Qualification of Directors)
(DIN:10090429) AS AN INDEPENDENT DIRECTOR:
Rules, 2014 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force and To consider and pass, the following resolution as a
pursuant to the recommendation of the Nomination & Special Resolution:
Remuneration Committee and the Board of Directors
“RESOLVED THAT pursuant to the provisions of Sections
Dr. Ameet N. Dravid (DIN 06806783), who was
149 and 152 read with Schedule IV and other applicable
appointed as an Independent Director and whose term
provisions, if any, of the Companies Act, 2013 and the
of office ends on 9th August 2024 and being eligible, be
Companies (Appointment and Qualification of Directors)
and is hereby re-appointed as an Independent Director
Rules, 2014 (including any statutory modification(s) or
of the Company, not liable to retire by rotation and to
re-enactment(s) thereof for the time being in force and
hold office for a second term of 3 (three) consecutive
pursuant to the recommendation of the Nomination &
years commencing from 10th August 2024 to 9th August
Remuneration Committee and the Board of Directors
2027.
Mr. Suhas J. Ahirrao (DIN 10090429), who was appointed
RESOLVED FURTHER THAT any one of the Board of
as an Independent Director and whose term of office
Directors or the Company Secretary, be and is hereby ends on 30th September 2024 and being eligible, be and
authorised to do or to authorise any person to do all such is hereby re-appointed as an Independent Director of
acts, deeds, matters and things as may be considered the Company, not liable to retire by rotation and to hold
necessary, relevant, usual, customary, proper and/ or office for a second term of 3 (three) consecutive years
expedient for giving effect to this resolution and for commencing from 1st October 2024 to 30th September
matters connected therewith or incidental thereto.” 2027.
7. RE-APPOINTMENT OF MS. APURVA P. JOSHI (DIN: RESOLVED FURTHER THAT any one of the Board of
06608172) AS AN INDEPENDENT DIRECTOR: Directors or the Company Secretary, be and is hereby
authorised to do or to authorise any person to do all such
To consider and pass, the following resolution as a
acts, deeds, matters and things as may be considered
Special Resolution:
necessary, relevant, usual, customary, proper and/ or
“RESOLVED THAT pursuant to the provisions of Sections expedient for giving effect to this resolution and for
149 and 152 read with Schedule IV and other applicable matters connected therewith or incidental thereto.”
provisions, if any, of the Companies Act, 2013 and the
9.
RE-APPOINTMENT OF MRS. ANAGHA S.
Companies (Appointment and Qualification of Directors)
ANASINGARAJU (DIN: 02513563) AS AN
Rules, 2014 (including any statutory modification(s) or
INDEPENDENT DIRECTOR:
re-enactment(s) thereof for the time being in force and
pursuant to the recommendation of the Nomination & To consider and pass, the following resolution as a
Remuneration Committee and the Board of Directors Special Resolution:
Ms. Apurva P. Joshi (DIN 06608172), who was appointed
RESOLVED THAT pursuant to the provisions of Sections
“
as an Independent Director and whose term of office
149 and 152 read with Schedule IV and other applicable
ends on 30th September 2024 and being eligible, be and
provisions, if any, of the Companies Act, 2013 and the
is hereby re-appointed as an Independent Director of
Companies (Appointment and Qualification of Directors)
the Company, not liable to retire by rotation and to hold
Rules, 2014 (including any statutory modification(s) or
office for a second term of 3 (three) consecutive years
re-enactment(s) thereof for the time being in force and
commencing from 1st October 2024 to 30th September
pursuant to the recommendation of the Nomination &
2027.
289
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Remuneration Committee and the Board of Directors “RESOLVED THAT pursuant to the provisions of Section
Mrs. Anagha S. Anasingaraju (DIN 02513563), who was 12 and other applicable provisions, if any, of the
appointed as an Independent Director and whose term Companies Act, 2013 (including any statutory
of office ends on 30th September 2024 and being eligible, modification or re-enactment thereof for the time
be and is hereby re-appointed as an Independent being in force), consent of the members be and is
Director of the Company, not liable to retire by rotation hereby accorded for shifting the Registered Office of
and to hold office for a second term of 3 (three) the Company from E 102/103 MIDC Akkalkot Road,
consecutive years commencing from 1st October 2024 to Solapur, Maharashtra, India, 413006 to D5 M.I.D.C.
30th September 2027. Chincholi, Solapur, Maharashtra, India, 413255.
Yatin S. Shah
Chairman and Managing Director
DIN: 00318140
Date: 23rd May 2024
Place: Solapur
CIN : L24231PN1992PLC067126
Website : www.pclindia.in
E-mail ID: cs@pclindia.in
290
Notice
291
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
8. Pursuant to the provisions of Section 108 of the (including Report of Board of Directors, Auditor’s report
Companies Act, 2013 read with Rule 20 of the or other documents required to be attached therewith),
Companies (Management and Administration) Rules, including the Notice of AGM are being sent only in
2014 and relevant MCA circulars and Regulation 44 of electronic mode to Members whose e-mail address is
SEBI (Listing Obligations & Disclosure Requirements) registered with the Company/Registrar and Transfer
Regulations 2015, the Company is providing facility Agent (“RTA”) or Depository Participant(s) (“DP”). The
of remote e-voting to its Members in respect of the Company will not be dispatching physical copies of such
business to be transacted at the AGM. For this purpose, statements and Notice of AGM to any member.
the Company has entered into an agreement with
14. Members are requested to register their email address,
National Securities Depository Limited (NSDL) for
in respect of their demat holding with their respective
facilitating voting through electronic means, as the
DP’s.
authorised agency.
15. A copy of the Notice of this AGM along with Annual
9. Members holding shares in dematerialised mode
Report for the FY 2023-24, is available on the website
are requested to intimate all changes pertaining to
of the Company at https://www.pclindia.in and on the
their bank details, ECS mandates, email addresses,
website of Stock Exchanges i.e. BSE Limited (BSE) and
nominations, power of attorney, change of address/
The National Stock Exchange of India Limited (NSE) at
name etc. to their Depository Participant (DP) only and
www.bseindia.com and www.nseindia.com respectively,
not to the Company or its Registrar and Transfer Agent.
and on the website of NSDL at www.evoting.nsdl.com.
Any such changes effected by the DPs will automatically
reflect in The Company’s subsequent records. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE
10. The Company’s Registrar and Transfer Agent for its E-VOTING AND JOINING GENERAL MEETING ARE AS
Share Registry work (physical and electronic) is Link UNDER: -
Intime India Private Limited (Block No. 202, Akshay The remote e-voting period begins on Tuesday, 23rd July
Complex, 2nd floor, near Ganesh Temple, Off Dhole Patil 2024 at 9:00 A.M. (IST) and ends on Thursday, 25th July
Road, Pune - 411 001). 2024 at 05:00 P.M. (IST) The remote e-voting module shall
11. Members can avail of the nomination facility by filing be disabled by NSDL for voting thereafter. The Members,
Form SH-13, as prescribed under Section 72 of the whose names appear in the Register of Members / Beneficial
Companies Act, 2013 and Rule 19(1) of the Companies Owners as on the record date (cut-off date) i.e. Friday,
(Share Capital and Debentures) Rules, 2014, with the 19th July 2024 may cast their vote electronically. The voting
Company. right of shareholders shall be in proportion to their share in
the paid-up equity share capital of the Company as on the
12. AGM has been convened through VC/OAVM in cut-off date, being Friday, 19th July 2024.
compliance with applicable provisions of the Companies
How do I vote electronically using NSDL e-Voting system?
Act, 2013 and various circulars issued by the Company
from time to time. The way to vote electronically on NSDL e-Voting system
consists of “Two Steps” which are mentioned below:
ELECTRONIC DISPATCH OF NOTICE AND ANNUAL REPORT
Step 1: Access to NSDL e-Voting system
AND PROCESS FOR REGISTRATION OF EMAIL ID FOR
OBTAINING COPY OF ANNUAL REPORT: A) Login method for e-Voting and joining virtual meeting
for Individual shareholders holding securities in
13. In accordance with, the General Circular No. 20/2020
demat mode
dated 5th May, 2020, General Circular No. 02/2021 dated
13th January, 2021 and General Circular No. 10/2022 In terms of SEBI circular dated 9th December 2020
dated 28th December 2022 issued by MCA and Circular on e-Voting facility provided by Listed Companies,
No. SEBI /HO /CFD /CMD1/CIR/P/2020/79 dated Individual shareholders holding securities in demat
12th May, 2020, Circular No. SEBI/HO/CFD/CMD2/ CIR/P/ mode are allowed to vote through their demat
2021/11 dated 15th January, 2021 and Circular No. account maintained with Depositories and Depository
SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13th May, Participants. Shareholders are advised to update their
2022 and SEBI/HO/CFD/PoD2/P/CIR/2023/4 dated mobile number and email Id in their demat accounts in
5th January 2023 issued by SEBI, the financial statements order to access e-Voting facility.
292
Notice
Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method
Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.
holding securities in demat nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page
mode with NSDL. click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
section, this will prompt you to enter your existing User ID and Password. After
successful authentication, you will be able to see e-Voting services under Value added
services. Click on “Access to e-Voting” under e-Voting services and you will be able
to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL
and you will be re-directed to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once
the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section. A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL),
Password/OTP and a Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site wherein you can see
e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and
you will be redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing
holding securities in demat user id and password. Option will be made available to reach e-Voting page without
mode with CDSL any further authentication. The users to login Easi /Easiest are requested to visit
CDSL website www.cdslindia.com and click on login icon & New System My easi Tab
and then user your existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for
eligible companies where the evoting is in progress as per the information provided
by company. On clicking the evoting option, the user will be able to see e-Voting page
of the e-Voting service provider for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting. Additionally, there is
also links provided to access the system of all e-Voting Service Providers, so that the
user can visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL
website www.cdslindia.com and click on login & New System My easi Tab and then
click on registration option.
293
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Login type Helpdesk details 4. Your User ID details are given below :
Individual Shareholders Members facing any technical
Manner of holding Your User ID is:
holding securities in issue in login can contact
shares i.e. Demat
demat mode with NSDL NSDL helpdesk by sending a
(NSDL or CDSL) or
request at evoting@nsdl.com
or call at 022 - 4886 7000 Physical
Individual Shareholders Members facing any technical a) For Members 8 Character DP ID followed
holding securities in issue in login can contact who hold by 8 Digit Client ID
demat mode with CDSL CDSL helpdesk by sending a shares in demat
For example if your DP ID
request at helpdesk.evoting@ account with
is IN300*** and Client ID is
cdslindia.com or contact at NSDL.
12****** then your user ID is
toll free no. 1800 22 55 33
IN300***12******.
B) Login Method for e-Voting and joining virtual meeting
b) For Members 16 Digit Beneficiary ID
for shareholders other than Individual shareholders
who hold
holding securities in demat mode and shareholders For example if your
shares in demat
holding securities in physical mode. Beneficiary ID is
account with
How to Log-in to NSDL e-Voting website? 12************** then your
CDSL.
user ID is 12**************
1. Visit the e-Voting website of NSDL. Open web
c) F
or Members EVEN Number followed by
browser by typing the following URL: https://www.
evoting.nsdl.com/ either on a Personal Computer holding shares Folio Number registered
or on a mobile. in Physical with the company
Form.
2.
Once the home page of e-Voting system is launched, For example if folio number
click on the icon “Login” which is available under is 001*** and EVEN is
‘Shareholder/Member’ section. 101456 then user ID is
101456001***
3. A new screen will open. You will have to enter your
User ID, your Password/OTP and a Verification 5. Password details for shareholders other than
Code as shown on the screen. Individual shareholders are given below:
Alternatively, if you are registered for NSDL
a) If you are already registered for e-Voting, then
eservices i.e. IDEAS, you can log-in at https://
you can user your existing password to login
eservices.nsdl.com/ with your existing IDEAS login.
and cast your vote.
294
Notice
b) If you are using NSDL e-Voting system for the 9. After you click on the “Login” button, Home page of
first time, you will need to retrieve the ‘initial e-Voting will open.
password’ which was communicated to you.
Step 2: Cast your vote electronically and join General
Once you retrieve your ‘initial password’, Meeting on NSDL e-Voting system.
you need to enter the ‘initial password’ and
the system will force you to change your How to cast your vote electronically and join General
password. Meeting on NSDL e-Voting system?
c) How to retrieve your ‘initial password’? 1. After successful login at Step 1, you will be able to see
all the companies “EVEN” in which you are holding
(i) If your email ID is registered in your demat shares and whose voting cycle and General Meeting is in
account or with the Company, your ‘initial active status.
password’ is communicated to you on your
email ID. Trace the email sent to you from 2. Select “EVEN” of Company for which you wish to cast
NSDL from your mailbox. Open the email and your vote during the remote e-Voting period and casting
open the attachment i.e. a .pdf file. Open the your vote during the General Meeting. For joining virtual
.pdf file. The password to open the .pdf file meeting, you need to click on “VC/OAVM” link placed
is your 8 digit client ID for NSDL account, under “Join Meeting”.
last 8 digits of client ID for CDSL account or 3. Now you are ready for e-Voting as the Voting page
folio number for shares held in physical form. opens.
The .pdf file contains your ‘User ID’ and your
4. Cast your vote by selecting appropriate options i.e.
‘initial password’.
assent or dissent, verify/modify the number of shares for
(ii) If your email ID is not registered, please which you wish to cast your vote and click on “Submit”
follow steps mentioned below in process for and also “Confirm” when prompted.
those shareholders whose email ids are not
5. Upon confirmation, the message “Vote cast successfully”
registered.
will be displayed.
6. If you are unable to retrieve or have not received
6. You can also take the printout of the votes cast by you by
the “Initial password” or have forgotten your
clicking on the print option on the confirmation page.
password:
7. Once you confirm your vote on the resolution, you will
a) lick on “Forgot User Details/Password?”
C
not be allowed to modify your vote.
(If you are holding shares in your demat
account with NSDL or CDSL) option available General Guidelines for shareholders
on www.evoting.nsdl.com.
1. Institutional shareholders (i.e. other than individuals,
b) Physical User Reset Password?” (If you HUF, NRI etc.) are required to send scanned copy (PDF/
are holding shares in physical mode) option JPG Format) of the relevant Board Resolution/ Authority
available on www.evoting.nsdl.com. letter etc. with attested specimen signature of the duly
authorised signatory(ies) who are authorised to vote,
c) If you are still unable to get the password by
to the Scrutiniser by e-mail to jbbhave@gmail.com
aforesaid two options, you can send a request
with a copy marked to evoting@nsdl.com. Institutional
at evoting@nsdl.com mentioning your demat
shareholders (i.e. other than individuals, HUF, NRI
account number/folio number, your PAN, your
etc.) can also upload their Board Resolution / Power of
name and your registered address etc.
Attorney / Authority Letter etc. by clicking on “Upload
d) Members can also use the OTP (One Time Board Resolution / Authority Letter” displayed
Password) based login for casting the votes under “e-Voting” tab in their login.
on the e-Voting system of NSDL.
2. It is strongly recommended not to share your password
7. After entering your password, tick on Agree to “Terms with any other person and take utmost care to keep your
and Conditions” by selecting on the check box. password confidential. Login to the e-voting website will
be disabled upon five unsuccessful attempts to key in
8. Now, you will have to click on “Login” button.
295
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
the correct password. In such an event, you will need 2. Only those Members/ shareholders, who will be present
to go through the “Forgot User Details/Password?” or in the EGM/AGM through VC/OAVM facility and have not
“Physical User Reset Password?” option available on casted their vote on the Resolutions through remote
www.evoting.nsdl.com to reset the password. e-Voting and are otherwise not barred from doing so,
shall be eligible to vote through e-Voting system in the
3. In case of any queries, you may refer the Frequently
EGM/AGM.
Asked Questions (FAQs) for Shareholders and e-voting
user manual for Shareholders available at the download 3. Members who have voted through Remote e-Voting will
section of www.evoting.nsdl.com or call on.: 022 - be eligible to attend the EGM/AGM. However, they will
4886 7000 or send a request to Ms. Pallavi Mhatre at not be eligible to vote at the EGM/AGM.
evoting@nsdl.com.
4. The details of the person who may be contacted for
Process for those shareholders whose email ids are not any grievances connected with the facility for e-Voting
registered with the depositories for procuring user id and on the day of the EGM/AGM shall be the same person
password and registration of e mail ids for e-voting for the mentioned for Remote e-voting.
resolutions set out in this notice:
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM
1. In case shares are held in physical mode please provide THROUGH VC/OAVM ARE AS UNDER:
Folio No., Name of shareholder, scanned copy of the share
1. Member will be provided with a facility to attend the
certificate (front and back), PAN (self attested scanned
EGM/AGM through VC/OAVM through the NSDL e-Voting
copy of PAN card), AADHAR (self-attested scanned copy
system. Members may access by following the steps
of Aadhar Card) by email to cs@pclindia.in.
mentioned above for Access to NSDL e-Voting system.
2. In case shares are held in demat mode, please provide After successful login, you can see link of “VC/OAVM”
DPID-CLID (16-digit DPID + CLID or 16 digit beneficiary placed under “Join meeting” menu against company
ID), Name, client master or copy of Consolidated name. You are requested to click on VC/OAVM link
Account statement, PAN (self-attested scanned copy placed under Join Meeting menu. The link for VC/OAVM
of PAN card), AADHAR (self-attested scanned copy of will be available in Shareholder/Member login where the
Aadhar Card) to cs@pclindia.in. If you are an Individual EVEN of Company will be displayed. Please note that the
shareholder holding securities in demat mode, you are members who do not have the User ID and Password
requested to refer to the login method explained at for e-Voting or have forgotten the User ID and Password
step 1 (A) i.e. Login method for e-Voting and joining may retrieve the same by following the remote e-Voting
virtual meeting for Individual shareholders holding instructions mentioned in the notice to avoid last
securities in demat mode. minute rush.
3. Alternatively, shareholder/members may send a request 2. Members are encouraged to join the Meeting through
to evoting@nsdl.com for procuring user id and password Laptops for better experience.
for e-voting by providing above mentioned documents.
3. Further Members will be required to allow Camera and
4.
In terms of SEBI circular dated 9th December 2023 use Internet with a good speed to avoid any disturbance
on e-Voting facility provided by Listed Companies, during the meeting.
Individual shareholders holding securities in demat
4. Please note that Participants Connecting from Mobile
mode are allowed to vote through their demat
Devices or Tablets or through Laptop connecting via
account maintained with Depositories and Depository
Mobile Hotspot may experience Audio/Video loss due to
Participants. Shareholders are required to update their
Fluctuation in their respective network. It is therefore
mobile number and email ID correctly in their demat
recommended to use Stable Wi-Fi or LAN Connection to
account in order to access e-Voting facility.
mitigate any kind of aforesaid glitches.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON
THE DAY OF THE AGM ARE AS UNDER: - 5. Shareholders who would like to express their views/
have questions may send their questions in advance
1. The procedure for e-Voting on the day of the EGM/AGM mentioning their name demat account number/folio
is same as the instructions mentioned above for remote number, email id, mobile number at cs@pclindia.in. The
e-voting. same will be replied by the Company suitably.
296
Notice
PROCEDURE FOR SPEAKER REGISTRATION, SUBMISSION as speaker will only be allowed to speak/express their
OF QUESTIONS / QUERIES: views/ask questions during the AGM.
1. As the AGM is being conducted through VC/OAVM, 3. The Company reserves the right to restrict the number
for the smooth conduct of proceedings of the AGM, of speakers depending on the availability of time for the
members are requested to express their views/send AGM.
their queries in advance mentioning their name, demat
account number / folio number, email id, mobile number,
By the Order of the Board of Directors
their queries/views/questions at cs@pclindia.in.
For Precision Camshafts Limited
2. Members holding shares as on the cut-off date i.e.
Friday, 19th July 2024 and who would like to speak or Yatin S. Shah
express their views or ask questions during the AGM may Chairman and Managing Director
register themselves as speakers by sending an email to DIN: 00318140
cs@pclindia.in during, Friday, 19rd July 2024 at 9:00
A.M. (IST) upto Sunday, 21st July 2024 at 05:00 P.M. Date: 23rd May 2024
(IST). Those members who have registered themselves Place: Solapur
297
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
EXPLANATORY STATEMENT AS PER SECTION 102 OF THE non-audit services will be reviewed and approved by the
COMPANIES ACT, 2013 Audit Committee.
Item No. 4 • The Audit Committee and the Board of Directors,
TO CONSIDER RE-APPOINTMENT OF M/S MSKA & while recommending the appointment of MSKA as
ASSOCIATES, CHARTERED ACCOUNTANTS AS STATUTORY the statutory auditor, have considered, among other
AUDITORS OF THE COMPANY things, the credential of the firm and eligibility criteria
prescribed under the act.
M/s MSKA & Associates, Chartered Accountants (Firm
Reg No :105047W) (hereinafter referred to as “MSKA”) Brief Profile of MSKA
were appointed as statutory auditors of the Company, for Established in 1978, MSKA & Associates, an Indian
a period of 5 years, to hold office from FY 2019-2020 to partnership firm registered with the Institute of Chartered
FY 2023-2024. In terms of the provisions of Section 139 of Accountants of India (ICAI) and the PCAOB (US Public
the Companies Act, 2013, the Companies (Audit and Auditors) Company Accountancy Oversight Board). MSKA & Associates
Rules, 2014, and other applicable provisions. The Company offers a wide range of services in Audit Assurance, Tax
can appoint or reappoint an audit firm as statutory auditors and Advisory domain led by industry experts with deep
for not more than 2 (two) terms of 5 (five) consecutive years. knowledge pockets and driven by a commitment, to deliver
MSKA is eligible for reappointment for a further period of – quality services to all clients.
five years.
None of the Directors or Key Managerial Personnel of the
Based on the recommendations of the Audit Committee, the Company and their relatives is concerned or interested,
Board of Directors at their meeting held on 23rd May 2024, financially or otherwise, in the Resolution set out at Item No.
approved the reappointment of MSKA as the Statutory 4 of the Notice.
Auditors of the Company to hold office for a second term
The Board recommends the Resolution set out in Item No. 4
of 5 (five) consecutive years from the conclusion of the
for approval of members as ordinary resolution.
32nd Annual General Meeting until the conclusion of the
37th Annual General Meeting of the Company to be held for Item No. 5
the FY 2028-29. The Board of Directors, in consultation RATIFICATION OF REMUNERATION TO M/S. S. V. VHATTE
with the Audit Committee, may alter and vary the terms and & ASSOCIATES, COST ACCOUNTANTS AS COST AUDITOR:
conditions of appointment, including remuneration, in such
manner and to such extent as may be mutually agreed with The Board of Directors of the Company in their meeting held on
the Statutory Auditors. 23rd May 2023, approved the appointment and remuneration
of M/s S. V. Vhatte & Associates, Cost Accountants [Firm
MSKA have consented to the aforesaid re-appointment Registration No.: 100280] as the Cost Auditors of the Company
and confirmed that their appointment, if made, will be to conduct the audit of the cost records of the Company for
accordance with the provisions of section 139, 141 and other the FY 2024-25 at a remuneration of ` 1,50,000/- (Rupees
relevant provisions of the Companies Act, 2013 and rules One Lakh Fifty Thousand only) plus taxes thereon and out-of-
made thereunder. pocket expenses to be incurred during the Audit, subject to
Details as required under regulation 36 (5) of SEBI (Listing the approval of members at General Meeting.
Obligations and Disclosure Requirements) Regulations, In terms of the provisions of Section 148 (3) of the Companies
2015 are as under: Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit
• The fee proposed to be paid to MSKA towards the and Auditors) Rules, 2014, the remuneration payable to the
statutory audit for the FY 2024-25 shall not exceed Cost Auditor is to be ratified by the members of the Company.
35,00,000/-, plus out of pocket expenses, with the The Directors recommend that the remuneration payable to
authority of Board of Directors to make revision as the Cost Auditor in terms of the resolution set out at Item No.
it may deem fit for the balance term, based on the 5 of the Notice be ratified by the members.
recommendation of Audit Committee.
None of the Directors or Key Managerial Personnel of the
The fee for services in the nature of statutory Company and their relatives is concerned or interested,
certifications and other permissible non-audit services financially or otherwise, in the Resolution set out at Item No.
will be in addition to the statutory audit fee as above and 5 of the Notice.
will be decided by the management in consultation with
the Statutory Auditors. The provision of such permissible The Board recommends the Resolution set out in Item No. 5
for approval of members as an ordinary resolution.
298
Notice
Item No. 6 continues to possess the identified core skills, expertise and
competencies fundamental for effective functioning in his role
RE-APPOINTMENT OF DR. AMEET N. DRAVID (DIN:
06806783) AS AN INDEPENDENT DIRECTOR: as an Independent Director of the Company and his continued
association would be of immense benefit to the Company.
Dr. Ameet N. Dravid (DIN: 06806783) is currently an
Independent Director of the Company. Dr. Dravid was A notice has been received from a member under Section
appointed as an Independent Director of the Company by the 160 of the Companies Act, 2013 signifying his intention to
Members at the 30th Annual General Meeting of the Company propose Dr. Ameet N. Dravid as a candidate for the office
held on 21st September 2022 to hold office to hold office for a of Director. Company has received a declaration from
term up to 9th August 2024 and is eligible for re-appointment Dr. Dravid confirming that he continues to meet the criteria of
for a second term on the Board of the Company. independence as prescribed under Section 149(6) of the Act,
read with the rules framed thereunder and Regulation 16(1)
Based on the recommendation of the Nomination & (b) of the Securities and Exchange Board of India (Listing
Remuneration Committee (‘NRC’), the Board of Directors Obligations and Disclosure Requirements) Regulations, 2015
at its meeting held on 23rd May 2024, proposed the re- (‘SEBI Listing Regulations’). In terms of Regulation 25(8) of
appointment of Dr. Ameet N. Dravid as an Independent the SEBI Listing Regulations, Dr. Dravid has confirmed that he
Director of the Company for a second term of 3 (Three) Years is not aware of any circumstance or situation which exists or
commencing from 10th August 2024 to 9th August 2027 not may be reasonably anticipated that could impair or impact his
liable to retire by rotation, for the approval of the Members by ability to discharge his duties. Dr. Dravid has also confirmed
way of a Special Resolution. that he is not debarred from holding the office of Director by
Dr. Ameet N. Dravid is a doctor by profession. He is a M.D virtue of any SEBI Order or any such authority pursuant to
(Internal Medicine) and has more than 12 years of experience circulars dated 20th June 2018 issued by BSE Limited and
in clinical care and treatment of HIV infected individuals in 3 the National Stock Exchange of India Limited pertaining
private sector, tertiary level hospitals in Pune, Western India. to enforcement of SEBI Orders regarding appointment of
He has been involved in clinical care and laboratory research Directors by the listed companies.
related to HIV and the CNS; antiretroviral therapy related Further, Dr. Dravid has confirmed that he is not disqualified
long term co-morbidities; HIV associated Tuberculosis and from being appointed as Director in terms of Section 164
Tropical infectious diseases. He has also published research of the Act and has given his consent to act as Director in
manuscripts and posters highlighting these issues facing terms of Section 152 of the Act, subject to re-appointment
HIV infected patients in resource limited settings like India by the Members. Dr. Dravid has also confirmed that he is
in national and international fora. He is also a Director in in compliance with Rules 6(1) and 6(2) of the Companies
VMK Precision Pharma LLP and VMK Diagnostics Private (Appointment and Qualifications of Directors) Rules,
Limited which gave access to life saving antiretroviral 2014, with respect to his registration with the data bank of
drugs and critical laboratory blood investigations extremely Independent Directors maintained by the Indian Institute of
affordable to HIV infected patients in Pune, India. He is also Corporate Affairs (‘IICA’).
a director in two Section 8 Companies, registered under the
provisions of Companies Act, 2013, Sanvedana Medicine In the opinion of the Board, Dr. Dravid fulfils the conditions
Sans Discrimination Foundation (SMSDF) and Young Doctors’ specified in the Act, rules thereunder and the SEBI Listing
League Foundation (YDLF). SMSDF is providing medical Regulations for re-appointment as an Independent Director
aid to poor and needy patients at minimal cost and YDLF is and that he is independent of the Management.
organising various sports activities for young doctors in Pune In compliance with the provisions of Section 149 read with
and India. Schedule IV to the Act, Regulation 17 of the SEBI Listing
The NRC taking into consideration the skills, expertise and Regulations and other applicable provisions of the Act and
competencies required for the Board in the context of the SEBI Listing Regulations, the re-appointment of Dr. Dravid as
business and sectors of the Company and based on the an Independent Director is now placed for the approval of the
performance evaluation, concluded and recommended to Members by a Special Resolution.
the Board that Dr. Ameet N. Dravid’s qualifications and the The relevant details pursuant to Secretarial Standard on
rich experience in the abovementioned areas meets the skills General Meetings issued by the Institute of Companies
and capabilities required for the role of Independent Director Secretaries of India are provided in the “Annexure 1” to the
of the Company. The Board is of the opinion that Dr. Dravid Notice.
299
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
None of the Directors, Key Managerial Personnel and their continues to possess the identified core skills, expertise and
relatives other than Dr. Dravid and his relatives, are in any competencies fundamental for effective functioning in her
way, concerned or interested in the Item no. 6 of the notice. role as an Independent Director of the Company and her
continued association would be of immense benefit to the
The Board recommends the Resolution set out in Item No. 6
Company.
for approval of shareholders as Special resolution.
A notice has been received from a member under Section
Item No. 7
160 of the Companies Act, 2013 signifying his intention
RE-APPOINTMENT OF MS. APURVA P. JOSHI (DIN: to propose Ms. Apurva as a candidate for the office
06608172) AS AN INDEPENDENT DIRECTOR
of Director. Company has received a declaration from
Ms. Apurva P. Joshi (DIN: 06608172) is currently an Ms. Apurva confirming that she continues to meet the criteria
Independent Director of the Company. Ms. Apurva was of independence as prescribed under Section 149(6) of the
appointed as an Independent Director of the Company by Act, read with the rules framed thereunder and Regulation
the Members vide postal ballot dated 12th May 2023 to hold 16(1)(b) of the Securities and Exchange Board of India (Listing
office to hold office for a term up to 30th September 2024 and Obligations and Disclosure Requirements) Regulations, 2015
is eligible for re-appointment for a second term on the Board (‘SEBI Listing Regulations’). In terms of Regulation 25(8)
of the Company. of the SEBI Listing Regulations, Ms. Apurva has confirmed
that she is not aware of any circumstance or situation which
Based on the recommendation of the Nomination &
exists or may be reasonably anticipated that could impair or
Remuneration Committee (‘NRC’), the Board of Directors
impact her ability to discharge her duties. Ms. Apurva has
at its meeting held on 23rd May 2024, proposed the
also confirmed that she is not debarred from holding the
re-appointment of Ms. Apurva as an Independent Director
office of Director by virtue of any SEBI Order or any such
of the Company for a second term of 3 (Three) Years
authority pursuant to circulars dated 20th June 2018 issued
commencing from 1st October 2024 to 30th September
by BSE Limited and the National Stock Exchange of India
2027 not liable to retire by rotation, for the approval of the
Limited pertaining to enforcement of SEBI Orders regarding
Members by way of a Special Resolution.
appointment of Directors by the listed companies.
Ms Apurva P. Joshi holds a bachelor’s degree in commerce
Further, Ms. Apurva has confirmed that she is not disqualified
from University of Pune. She has passed the executive
from being appointed as Director in terms of Section 164
programme of Institute of Company Secretaries of India
of the Act and has given her consent to act as Director in
(ICSI) and the profession competence exam conducted
terms of Section 152 of the Act, subject to re-appointment
by Institute of Chartered Accountant of India (ICAI). She
by the Members. Ms. Apurva has also confirmed that she is
has completed a certified bank forensic accounting course,
in compliance with Rules 6(1) and 6(2) of the Companies
certified forensic accounting professional course and anti-
(Appointment and Qualifications of Directors) Rules, 2014,
money laundering expert course conducted by India forensic.
with respect to her registration with the data bank of
She has participated in the programme of management
Independent Directors maintained by the Indian Institute of
consultancy for acquiring and retaining clients hosted by the
Corporate Affairs (‘IICA’).
Indian Institute of Management, Bangalore. She has authored
book ‘Students’ Handbook on ‘Forensic Accounting’. She In the opinion of the Board, Ms. Apurva fulfils the conditions
was also one of the 10 entrepreneurs who were featured in specified in the Act, rules thereunder and the SEBI Listing
book Arise Awake, written by Rashmi Bansal. Due to her vast Regulations for re-appointment as an Independent Director
experience and expertise in various fields she has also been and that she is independent of the Management.
awarded Honorary Doctor of Letters (D.Litt.) from University
In compliance with the provisions of Section 149 read with
of South America.
Schedule IV to the Act, Regulation 17 of the SEBI Listing
The NRC taking into consideration the skills, expertise and Regulations and other applicable provisions of the Act and
competencies required for the Board in the context of the SEBI Listing Regulations, the re-appointment of Ms. Apurva
business and sectors of the Company and based on the as an Independent Director is now placed for the approval of
performance evaluation, concluded and recommended the Members by a Special Resolution.
to the Board that Ms. Apurva’s qualifications and the rich
The relevant details pursuant to Secretarial Standard on
experience in the abovementioned areas meets the skills
General Meetings issued by the Institute of Companies
and capabilities required for the role of Independent Director
Secretaries of India are provided in the “Annexure 1” to the
of the Company. The Board is of the opinion that Ms. Apurva
Notice.
300
Notice
None of the Directors, Key Managerial Personnel and their propose Mr. Suhas J. Ahirrao as a candidate for the office
relatives other than Ms. Apurva and her relatives, are in any of Director. Company has received a declaration from
way, concerned or interested in the Item no. 7 of the notice. him confirming that he continues to meet the criteria of
independence as prescribed under Section 149(6) of the Act,
The Board recommends the Resolution set out in Item No. 7
read with the rules framed thereunder and Regulation 16(1)
for approval of shareholders as Special resolution.
(b) of the Securities and Exchange Board of India (Listing
Item No. 8 Obligations and Disclosure Requirements) Regulations,
RE-APPOINTMENT OF MR. SUHAS J. AHIRRAO 2015 (‘SEBI Listing Regulations’). In terms of Regulation
(DIN:10090429) AS AN INDEPENDENT DIRECTOR: 25(8) of the SEBI Listing Regulations, Mr. Suhas J. Ahirrao
has confirmed that he is not aware of any circumstance or
Mr. Suhas J. Ahirrao (DIN: 10090429) is currently an
situation which exists or may be reasonably anticipated that
Independent Director of the Company. He was appointed as
could impair or impact her ability to discharge his duties.
an Independent Director of the Company by the Members
Mr. Suhas J. Ahirrao has also confirmed that he is not debarred
vide postal ballot dated 12th May 2023 to hold office to hold
from holding the office of Director by virtue of any SEBI Order
office for a term up to 30th September 2024 and is eligible
or any such authority pursuant to circulars dated 20th June
for re-appointment for a second term on the Board of the
2018 issued by BSE Limited and the National Stock Exchange
Company.
of India Limited pertaining to enforcement of SEBI Orders
Based on the recommendation of the Nomination & regarding appointment of Directors by the listed companies.
Remuneration Committee (‘NRC’), the Board of Directors
Further, Mr. Suhas J. Ahirrao has confirmed that he is not
at its meeting held on 23rd May 2024, proposed the re-
disqualified from being appointed as Director in terms of
appointment of Mr. Suhas J. Ahirrao as an Independent
Section 164 of the Act and has given his consent to act as
Director of the Company for a second term of 3 (Three)
Director in terms of Section 152 of the Act, subject to re-
Years commencing from 1st October 2024 to 30th September
appointment by the Members. Mr. Suhas J. Ahirrao has also
2027 not liable to retire by rotation, for the approval of the
confirmed that he is in compliance with Rules 6(1) and 6(2) of
Members by way of a Special Resolution.
the Companies (Appointment and Qualifications of Directors)
Mr. Suhas J. Ahirrao (DIN: 10090429) is a fellow member of Rules, 2014, with respect to his registration with the data
Institute of Chartered Accountant of India (ICAI) with 41 years bank of Independent Directors maintained by the Indian
of versatile experience as Statutory Auditor, Management Institute of Corporate Affairs (‘IICA’).
Auditor, Financial Advisor, Investment Consultant with
In the opinion of the Board, Mr. Suhas J. Ahirrao fulfils the
additional expertise in Direct and Indirect Taxation. He is also
conditions specified in the Act, rules thereunder and the SEBI
skilled in the areas of Management Auditing, Procurement
Listing Regulations for re-appointment as an Independent
and sourcing, General Management, Finance and Investment
Director and that he is independent of the Management.
Advisor, Liaison with Government Officials and Bankers.
Mr. Rao is also working as Financial Advisor of reputed In compliance with the provisions of Section 149 read with
Specialty Chemical Company in Pune. Schedule IV to the Act, Regulation 17 of the SEBI Listing
Regulations and other applicable provisions of the Act and
The NRC taking into consideration the skills, expertise and
SEBI Listing Regulations, the re-appointment of Mr. Suhas
competencies required for the Board in the context of the
J. Ahirrao as an Independent Director is now placed for the
business and sectors of the Company and based on the
approval of the Members by a Special Resolution.
performance evaluation, concluded and recommended to
the Board that Mr. Suhas J. Ahirrao’s qualifications and the The relevant details pursuant to Secretarial Standard on
rich experience in the abovementioned areas meets the General Meetings issued by the Institute of Companies
skills and capabilities required for the role of Independent Secretaries of India are provided in the “Annexure 1” to the
Director of the Company. The Board is of the opinion that Notice.
Mr. Suhas J. Ahirrao continues to possess the identified
None of the Directors, Key Managerial Personnel and their
core skills, expertise and competencies fundamental for
relatives other than Mr. Suhas J. Ahirrao and his relatives, are
effective functioning in his role as an Independent Director
in any way, concerned or interested in the Item no. 8 of the
of the Company and his continued association would be of
notice.
immense benefit to the Company.
The Board recommends the Resolution set out in Item No. 8
A notice has been received from a member under Section
for approval of shareholders as a Special resolution.
160 of the Companies Act, 2013 signifying his intention to
301
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
302
Notice
their meeting held on 23rd May 2024 has decided to shift the None of the Directors, Key Managerial Personnel and their
Registered Office of the Company from the ‘E 102/103 MIDC relatives, are in any way, concerned or interested in the Item
AKKALKOT ROAD, SOLAPUR, Maharashtra, India, 413006’ to no. 10 of the notice.
‘D5 M.I.D.C. Chincholi, Solapur, Maharashtra, India, 413255’
The Board recommends the Resolution set out in Item No. 10
subject to the approval of the members by way of a special
for approval of shareholders as a Special resolution.
resolution, in order to carry on the business of the Company
more economically and efficiently and with better operational
convenience.
By the Order of the Board of Directors
As per provisions of Section 12 and other applicable For Precision Camshafts Limited
provisions, if any, of the Companies Act, 2013 and rules made
thereunder, shifting of Registered Office of the Company Yatin S. Shah
outside the local limits but within the same State requires Chairman and Managing Director
approval of the Members by way of a Special Resolution. DIN: 00318140
Therefore, the Board recommends the Resolution as set
out in Item No. 10 for approval of the Members as a Special Date: 23rd May 2024
Resolution. Place: Solapur
303
PRECISION CAMSHAFTS LIMITED
Annual Report 2023-24
Yatin S. Shah
Chairman and Managing Director
DIN: 00318140
304
Notice
305
NOTES
NOTES
NOTES