Directors Report of Amtek Auto Ltd.

Mar 31, 2018

Dear Members,

The Board of Directors/Resolution Professional presents to the Members the 32^nd Annual Report of the Company, which includes the Boards’ Report (“Annual Report”).

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016 (“IBC/Code”), the Corporate Insolvency Resolution Process (“CIRP Process”) of Amtek Auto Limited (“Company”) was initiated by the Financial Creditors of the Company. The Financial Creditors petition to initiate the CIRP Process was admitted by the National Company Law Tribunal (“NCLT”),Chandigarh Bench on July 24, 2017 (“Insolvency Commencement Date”). Mr. Dinkar T. Venkatasubramanian was appointed as the Interim Resolution Professional (“IRP”) to manage the affairs of the Company by the National Company Law Tribunal (“NCLT”), Chandigarh Bench by Order Dated July 27, 2017. Subsequently, Mr. Dinkar T. Venkatasubramanian was confirmed as the Resolution Professional (“RP”) by the committee of creditors (“CoC”) in its Meeting held on 22^nd August, 2017. On appointment of the IRP/RP, the powers of the Board of Directors of the Company were suspended.

This report is containing the business and operations of your Company (‘the Company’ or ‘Amtek Auto Limited’), along with the audited financial statements, for the financial year ended March 31, 2018. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS

The standalone and consolidated financial statements for the financial year ended March 31, 2018, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of your Company for the financial year 2017-18 are provided below:

FINANCIAL PERFORMANCE

in Rs. lakhs except per equity share data

Particulars	Standalone		Consolidated
	31st March, 2018 (Year Ended)	31st March, 2017 (Year Ended)	31st March, 2018 (Year Ended)	31st March, 2017 (Year Ended)
Revenue	153516	198246	474458	458977
Less : Expenditures (Excluding Depreciation)	372964	295344	674070	528217
Gross Profit Before Depreciation	(219448)	(97098)	(199612)	(69240)
Less : Depreciation	71054	56,876	101817	70831
Profit Before Tax & Exceptional Items	(290502)	(153974)	(301429)	(140071)
Share of Profit/loss of Associates/ Joint Venture			(59116)	(95238)
Profit/(loss) before Exceptional Item	(290502)	(153974)	(360545)	(235309)
Less : Exceptional Item	870829	70378	641441	71994
Profit Before tax	(1161331)	(224352)	(1001986)	(307303)
Less : Tax Expenses	53737	(61953)	25736	(59092)
Profit /(Loss) for the year from Continuing operation	(1215068)	(162399)	(1027722)	(248211)

Other Comprehensive Income (net of Tax)	216	12977	(15505)	27088
Total Comprehensive Income	(1214852)	(149422)	(1043227)	(221123)
Total Comprehensive Income from Discontinued operations	-		7415	(75795)
Total Comprehensive Income (Profit/Loss)	(1214852)	(149422)	(1035812)	(296918)
Earning Per Share for continuing operation	(489.44)	(72.24)	(401.74)	(111.05)
Earning Per Share for discontinuing operation	-		2.79	(16.36)
Earning Per Share for continuing and discontinuing operation	(489.44)	(72.24)	(398.95)	(127.41)

PERFORMANCE REVIEW

During the Period under review, the revenue of the Company is Rs. 153516 Lakhs. The loss after tax stood at Rs. 1215068 Lakhs. The Reserve & Surplus position at Rs. (912183) Lakhs.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA), vide its notification dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain class of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. Pursuant to the aforesaid notification, with effect from April 01, 2016, the Company has transitioned to Ind AS. The transition is carried out from accounting principles generally accepted in India being the previous GAAP.

Accordingly, The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

MATERIAL CHANGES AND COMMITMENTS

The ‘Corporate Insolvency Resolution ProcessRs. (CIRP) was initiated, on a petition filed by Corporation Bank, against the Company, which was admitted vide an Order of the National Company Law Tribunal (NCLT), Chandigarh dated July 24, 2017 under the provisions of the Insolvency and Bankruptcy Code 2016 (“Code / IBC”).

That pursuant thereto, on July 27, 2017, Hon’ble NCLT appointed Mr. Dinkar T. Venkatasubramanian as Interim Resolution Professional (IRP) in terms of IBC, who was subsequently confirmed as Resolution Professional (RP) by Committee of Creditors (CoC), constituted under IBC. Mr. Dinkar T. Venkatasubramanian, in his capacity as RP, has taken control and custody of the management and operations of the company with effect from July 27, 2017.

Under the CIRP, a resolution plan needs to be submitted by resolution applicant, which is to be approved by the CoC, and would further be approved by NCLT. As per the Code, the RP has to receive, collate and admit all the claims submitted by the creditors of the company. Such claims can be submitted to the RP during the CIRP, till the approval of a resolution plan by the CoC.

The ‘Resolution Plan’ wherein Liberty House Group Pte. Limited (LHG) would acquire the control in the company in accordance with the applicable laws and as defined in the resolution plan. The resolution plan was voted upon (between April 4, 2018 and April 5, 2018) &duly approved by the CoC and has further been approved by NCLT vide Order dated July 25, 2018.

Accordingly as also covered in the resolution plan read with the NCLT order dated July 25, 2018, the financial results for the quarter and year ended 31^st March, 2018 have been continued to be prepared on a going concern basis.

As per NCLT Order read with the implementation provisions of the Resolution Plan, the Resolution Applicant and Resolution Professional shall jointly supervise the implementation of the Resolution Plan until closing date. The Resolution Professional shall act as Insolvency Professional and will be a member on the Monitoring committee till such closing date.

However, the Resolution Plan has not been implemented within the timelines as prescribed in the approved Resolution Plan. This Resolution Plan was approved by the Hon’ble NCLT and forms part of court order to be implemented.Accordingly, the lenders, who have formed the COC of the Corporate Debtor during CIRP, have sought directions from Hon’ble NCLT for reinstatement of the CIRP Process by excluding the time spent in negotiating the plan with Liberty House Group Pte Ltd (“LHG”). It is likely that in view of the circumstances of Amtek Auto Ltd, the Hon’ble NCLT will exclude the time spent with LHG in negotiating the Resolution plan and will also be excluded while calculating the 270 days in the CIRP period and will allow opportunity to invite fresh resolution plans to negotiate with the Resolution Applicants who had submitted Resolution plans / Expression of interests. It is a consistent view of the Hon’ble NCLTs, that liquidation should be ordered only as a last resort after all avenues for a Resolution have been exhausted.

SIGNING OF MOU FOR STAKE SALE OF ITS JV COMPANY

During the period under review, The Amtek Auto Limited has signed and executed Memorandum of Understanding (MOU) with Nippon Steel and Sumitomo Metal Corporation (“NSSMC”) to sell all equity shares and preference shares held by AAL in its Joint Venture Company, SMI Amtek Crankshaft Private Limited to NSSMC.

CAPITAL STRUCTURE OF THE COMPANY

The Share Capital Structure of the Company is categorised into two classes:-

S.No	Particulars	Equity Shares Capital	Preference Shares Capital
1.	Authorised Share Capital	80,00,00,000	35,00,00,000
2.	Paid Up Share Capital	49,65,10,856	-
3.	Value per Share	2	100

During the period under review, there was no public issue, rights issue, bonus issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

DIVIDEND

In view of losses incurred during the period under review, the Company does not recommend any dividend on the equity shares for the financial year ended March 31, 2018

FIXED DEPOSITS

During the period under review, your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 from the Shareholders/Public.

SUBSIDIARY AND ASSOCIATES

During the year, the Board of Directors (‘the Board’) reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries, associates, joint ventures in the prescribed Form AOC-1 is annexed to the consolidated financial statements and forms part of the Annual Report which covers the financial position of subsidiaries and associate Company and hence not repeated here for the sake of brevity.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, These documents will also be available for inspection during business hours at our registered office in Haryana, India.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Change in Directors during the Financial Year ended March 31, 2018:- During the Financial year ended March 31, 2018 Mr. John Ernest Flintham & Mr. Sanjiv Bhasin resigned From office of Director w.e.f 23rd June,2017 Mr. Bahushrut Lugani has resigned From the Directorship w.e.f 22nd July, 2017, Mrs. Madhu Vj resigned from the office of Director w.e.f. 21st September, 2017. Further Mr. Gautam Malhotra has resigned From directorship of the Company w.e.f 23^rd May 2018.

b) Retire by Rotation on the Board of Directors of the Company:- In accordance with the provisions of Section 152 the Companies Act, 2013 and the Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Arvind Dham(DIN: 00047217) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. However, the same will be given effect to post Corporate Insolvency Resolution Process.

c) Independent Directors:- All the Independent Directors of the Company have given requisite declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulations 16 & 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

d) Key Managerial Personnel: Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointments of Mr. Gautam Malhotra Whole-time director, Mr. Vinod Kumar Uppal, Chief Financial Officer and Mr. Rajeev Raj Kumar, Company Secretary as key managerial personnel of the Company were formalized during the Financial Year Ended 31^st March,2018.

Further Mr. Gautam Malhotra has resigned from directorship of the Company w.e.f 23^rd May 2018.

There has been no other change in the directors and Key Managerial Personnel of the Company except as stated above and during the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

NUMBER OF BOARD MEETING

Four (04) meetings of the Board were held during the period, the details of which are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

No meeting of Board of Directors or Committee was held after the Commencement of Corporate Insolvency Resolution Process (CIRP) w.e.f 24th July 2017.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company’s current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. On March 31, 2018, the Board consists of six members, one of whom is executive Whole Time Director, One is non-executive Director, one is nominee Director, and three are independent directors.

The policy of the Company on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website i.e. www.amtek.com and also in the Corporate Governance Report. There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters.

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board attend an orientation program. The detail of training and familiarization program is provided in the Corporate governance report and is also available on our website (www.amtek.com).

Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website (www.amtek.com)

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance.

The Board has laid down separate Codes of Conduct for Non-Executive Directors and Senior Management personnel of the Company and the same are posted on the Company’s website. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance

All the recommendations made by the Audit Committee were accepted by the Board during the financial year 2017-18.

DIRECTORS’ RESPONSIBILTY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors hereby confirm that:

i. in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure.

ii. they have selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profits/losses for the year ended on that date.

iii. they have made proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. they have prepared the annual accounts on a going concern basis.

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

M/s Raj Gupta & Co., Chartered Accountants, New Delhi has been appointed as an Statutory Auditors in place of M/s Manoj Mohan & Associates, Chartered Accountants, by the board of directors in its meeting held on 22nd July, 2017.

Subsequently M/s SCV & Co. LLP Chartered Accountants has been appointed as an Statutory Auditors in place of M/s Raj Gupta & Co, Chartered Accountants, by the Committee of Creditors in its meeting held on 21^st September, 2017 have authorized Resolution Professional to appoint M/s SCV & Co. LLP Chartered Accountants as Statutory auditor of the Company.

Pursuant to provisions of Section 139 & Sec. 142 of the Companies Act, 2013 and rules framed there under, it is proposed to appoint M/s SCV & Co. LLP Chartered Accountants as Statutory Auditors of the Company from the conclusion of 31st Annual General Meeting (AGM) till the conclusion of Annual General Meeting to be held for financial year 2021-2022 of the Company and on such remuneration as will be fixed by the Board of Directors of the Company.

The Company has received letters from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for appointment.

AUDITORS’ REPORT

The Auditor Report of the auditor is given as an annexure which forms part of the Annual Report.

COST AUDITORS

The Board has appointed Mr. Yash Pal Sardana (Membership No. 17996), practicing Cost Accountant, as Cost Auditor for conducting the audit of the cost records of the Company for the financial year 2018-19.

SECRETARIAL AUDIT REPORT

The Board has appointed M/s S.N Jain & Co, Ms. Shruti Jain Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure -I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

As per the directive of Securities and Exchange Board of India, M/s S. Khurana & Associates, Company Secretaries, New Delhi, undertook the Reconciliation of Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with the respect to admitted, issued and paid up capital of the Company.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an Integral part of the Annual Report. Requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to this Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report. These loans /guarantees are primarily granted for the furtherance of business of the borrowing companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - II in Form AOC-2 and the same forms part of this report.

ANNUAL RETURN EXTRACT

As provided under Section 92(3) of the Act, the extract of annual return is given as Annexure-III in the prescribed Form MGT-9, which forms part of this report.

Whereas, in pursuant to the Companies (Amendment) Act, 2017, the act has made substitution under Section 134(3) (a) of the Companies Act, 2013 to place the extract of Annual Return on the website of the Company. As to comply with the said provision the Company has placed the extract of Annual Return in Form MGT-09 on the website of the company i.e www.amtek.com

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report. The policy is available on the website of the Company www.amtek.com

RISK MANAGEMENT

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

(a) The ratio of remuneration of each director to the median of employees’ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board’s report Annexure - V(a).

(b) The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is forms part of the Board’s report Annexure - V(b).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The Energy conservation continues to be an area of focus for Amtek. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards conservation of energy were:

- improved monitoring of energy consumption through smart metering and integration with building management systems;

- setting internal targets for energy performance improvement and institution of rigorous operational controls toward achieving these targets;

- creating awareness amongst associates on energy conservation through campaigns and events;

- focusing on enhancing the component of renewable power in our power sourcing strategy (through on-site solar power generation and third party purchase as feasible);

- Increased focus on procurement of energy efficient equipment.

The relevant data regarding the above is given in the Annexure-VI hereto and forms part of this report. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately under the head “Management Discussion and Analysis Report” and forms a part of this report.

DISCLOSURE REQUIREMENTS

Details of the Familiarization Programmed of the independent directors are available on the website of the Company (www.amtek.com)

Policy on dealing related party transaction is available on the website of the Company (www.amtek.com)

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. (URL: www.amtek.com/investors).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

- National Company Law Tribunal (“NCLT”),Chandigarh Bench on July 24, 2017 (“Insolvency Commencement Date”). was appointed Mr. Dinkar T. Venkatasubramanian as the Interim Resolution Professional (“IRP”) to manage the affairs of the Company by the National Company Law Tribunal (“NCLT”), Chandigarh Bench by Order Dated July 27, 2017. Subsequently, Mr. Dinkar T. Venkatasubramanian was confirmed as the Resolution Professional (“RP”) by the committee of creditors (“CoC”) in its Meeting held on 22^nd August, 2017. On appointment of the IRP/RP, the powers of the Board of Directors of the Company were suspended.

- National Company Law Tribunal (“NCLT”), Chandigarh Bench approved the resolution plan submitted by Liberty House Group PTE Ltd (“Liberty”) and approved by the CoC (“Approved Resolution Plan”), on July 25, 2018 (“IBC/NCLT Order)

ACKNOWLEDGEMENTS

The Directors Insolvency Professional wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable cooperation and support received from the Government of India, various state governments, the Banks/ financial institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company’s success. The Directors look forward to their continued support in future.

By Order of the Board

For AMTEK AUTO LIMITED

(Arvind Dham)

Date : 22.01.2019 DIN No. 00047217

Place : New Delhi Chairman

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Mar 31, 2016

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (''the Company'' or ''Amtek Auto Limited''), along with the audited financial statements, for the financial year ended March 31, 2016. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

CHANGE OF FINANCIAL YEAR

In order to comply with Second Proviso of Section 2 (41) of the Companies Act, 2013, the Company has closed the current financial year 2015-2016 on 31st March, 2016 containing a period of six months from 01st October, 2015 to 31st March, 2016. Thereafter, every financial year shall commence on the first day of April and end on 31st March.

FINANCIAL RESULTS

As the current financial year comprises a period of six months from October 1, 2015 to March 31, 2016, therefore, numbers pertaining to current financial year 2015-16 are not comparable with numbers of previous financial year 2014-15. However, The Company''s, financial performance, for the period ended 31st March, 2016 and year ended 30th September, 2015 is summarized below:

(in Rs, lakhs) Particulars Standalone Consolidated

31st March, 30th Sep tember 31st March, 30th September 2016 2015 2016 2015 (Six Months (Year Ended) (Six Months (Year Ended) Ended) Ended)

Revenue 1,51,167 3,77,378 7,07,887 15,21,346

Less : Expenditures (Excluding Depreciation) 1,74,882 3,59,266 7,03,430 14,27,489

Gross Profit Before Depreciation (23,715) 18,112 4,457 93,857

Less : Depreciation 29,403 52,514 61,494 1,19,890

Profit Before Tax & Excep tional Items (53,118) (34,402) (57,037) (26,033)

Less : Excep tional Item 41,399 15,680 48,135 30,217

Profit Before tax (94,517) (18,722) (1,05,177) (56,250)

Less : Tax Expenses (28,433) (7163) (30,644) 6,600

Profit /(Loss) for the year (66,084) (11,559) (74,528) (62,850)

Earning Per Equity Shares

1. Basic before extraordinary item

& exceptional item (29.40) (5.24) (50.42) (44.75)

2. Diluted before extraordinary item

& exceptional item (29.40) (5.24) (50.42) (44.75)

3. Basic after extraordinary item

& exceptional item (29.40) (5.24) (50.42) (44.75)

4. Diluted after extraordinary item

& exceptional item (29.40) (5.24) (50.42) (44.75)

Note : Figures of Financial year 2015-16 is from 1st October, 2015 to 31st March, 2016

FINANCIAL PERFORMANCE

During the Period under review, the revenue of the Company is Rs, 1,51,167 Lakhs. The loss after tax stood at Rs, 66,084 Lakhs. The Reserve & Surplus position at Rs, 4,38,291 Lakhs.

During the period under review, based upon the Consolidated Financial Statements, the revenue of the Company is Rs, 7,07,887 Lakhs. The Net Loss stood at Rs, 74,529 Lakhs. The Reserve & Surplus position as on 31st March, 2016 is Rs, 5,04,480 Lakhs.

MATERIAL CHANGES AND COMMITMENTS

The Company faced a cash flow mismatch and had difficulty in certain payments to its lenders and in view of the same a Joint Lenders Forum (hereinafter referred as "JLF") was constituted as per the binding guidelines of Reserve Bank of India ("RBI") to arrive at the Corrective Action Plan to assist Amtek overcome the financial stress. These guidelines dated 26th February, 2014 and as amended on 8th July, 2015 and 25th February, 2016 provide for restructuring and revitalization/ refinance of various facilities advanced by Lenders.

DIVIDEND

In view of losses incurred during the period under review, the Board of Director does not recommend any dividend on the equity shares for the financial year ended March 31, 2016

FIXED DEPOSITS

During the period under review, your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 from the Shareholders/Public.

SUBSIDIARY AND ASSOCIATES

During the period, the Board of Directors (''the Board'') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries, associates, joint ventures in the prescribed Form AOC-1 is annexed to the consolidated financial statement and forms part of the Annual Report which covers the financial position of subsidiaries and associate Company and hence not repeated here for the sake of brevity.

In accordance with the provision of Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.amtek.com. These documents will also be available for inspection during business hours at our registered office in Haryana, India.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provision of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. J.E. Flintham retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment.

During the period, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Pursuant to Regulation 36(3) of SEBI Listing Regulations, 2015 a brief resume of Mr. John Flintham, proposed to be re- appointed, highlighting his industry expertise in specific functional areas, names of companies in which he hold directorships is provided in the notice forming part of Annual Report. Further, the name of the Companies in which he hold the memberships/chairmanships of Board Committees, is provided in the Corporate Governance Section of this Annual Report.

Pursuant to the provisions of Section 203 of the Act, the Company has duly appointed Key Managerial Personnel, viz. Mr. John Earnest Flintham and Mr. D.S. Malik the Managing Directors, Mr. Vinod Kumar Uppal the Chief Financial Officer and Mr. Rajeev Raj Kumar the Company Secretary. There has been no changes in KMP(s) during the year.

NUMBER OF BOARD MEETING

The Board met two times during the financial year, the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. On March 31, 2016, the Board consists of eleven members, two of whom are executive and Managing Directors, and six are independent directors.

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website and also in the Corporate Governance Report. There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as :

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board attend an orientation program. The details of training and familiarization program are provided in the Corporate governance report and is also available on our website (www.amtek.com).

Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website (www.amtek.com)

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance.

The Board has laid down separate Codes of Conduct for Non-Executive Directors and Senior Management personnel of the Company and the same are posted on the Company''s website. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same.

DIRECTORS'' RESPONSIBILTY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors hereby confirm that:

i. in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure.

ii. they have selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profits for the period ended on that date.

iii. they have made proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. they have prepared the annual accounts on a going concern basis.

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed there under, it is proposed to appoint M/s Manoj Mahon & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of next Annual General Meeting of the Company and on such remuneration as will be fixed by the Board of Directors of the Company.

The Company has received letters from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

AUDITORS'' REPORT

The auditors'' report does not contain any qualifications, reservations or adverse remarks. Report of the auditor is given as an annexure which forms part of this report.

COST AUDITORS

The Board has appointed Mr. Yash Pal Sardana (Membership No. 17996), practicing Cost Accountant, as Cost Auditor for conducting the audit of the cost records of the Company.

SECRETARIAL AUDIT REPORT

The Board has appointed M/s S. Khurana & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure - I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As per the directive of Securities and Exchange Board of India, M/s S. Khurana & Associates Company Secretaries, New Delhi, undertook the Reconciliation of Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with the respect to admitted, issued and paid up capital of the Company.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an Integral part of the Annual Report. Requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to this Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report. These loans /guarantees are primarily granted for the furtherance of business of the borrowing Companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - II in Form AOC-2 and the same forms part of this report.

ANNUAL RETURN EXTRACT

As provided under Section 92(3) of the Act, the extract of annual return is given as Annexure-III in the prescribed Form MGT-9, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the corporate social responsibility (CSR) policy of the Company is set out in Annexure-IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report. The policy is available on the website of the Company www.amtek.com

RISK MANAGEMENT

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

(a) The ratio of remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board''s Report Annexure - V(a).

(b) The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is forms part of the Board''s Report Annexure - V(b).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The Energy conservation continues to be an area of focus for Amtek. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards conservation of energy were:

- improved monitoring of energy consumption through smart metering and integration with building management systems;

- setting internal targets for energy performance improvement and institution of rigorous operational controls toward achieving these targets;

- creating awareness amongst associates on energy conservation through campaigns and events;

- focusing on enhancing the component of renewable power in our power sourcing strategy (through on-site solar power generation and third party purchase as feasible);

- increased focus on procurement of energy efficient equipment.

The relevant data regarding the above is given in the Annexure-VI hereto and forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion and Analysis Report" and forms a part of this report.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various state governments, the Banks/ financial institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.

By Order of the Board

For AMTEK AUTO LIMITED

(Arvind Dham)

Date : 30.08.2016 DIN No. 00047217

Place : New Delhi CHAIRMAN

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Sep 30, 2015

Dear Members

It gives me great pleasure to present, on behalf of the Board of Directors of your Company, the 29th Annual Report on the business and operations of Amtek Auto Limited and its Audited Financial Statements for the year ended 30th September'2015, together with the Auditors' Report.

FINANCIAL RESULTS

The Company's financial performance, for the year ended September 30, 2015 is summarized below:

(Rs. in Lacs)

Particulars Year ended on Year ended on 30th September 2015 30th September 2014

Revenue 3,77,378.19 399,969.95

Expenditures (Excluding Depreciation) 3,59,266.27 319,863.67

Gross Profit Before Depreciation 18,111.92 80,106.28 Depreciation 52,513.78 32,903.26

Profit Before Tax & Exceptional Items (34,401.86) 47,203.02

Exceptional Item (Income)/Expense (15,679.83) -

Profit Before tax (18,722.03) 47,203.02

Tax Expenses(Deferred Tax) (7,163.27) 14,867.46

Profit /(Loss) for the year (11,558.76) 32,335.56 Earning Per Equity Shares

(1) Basic before extraordinary item (5.24) 14.78

(2) Diluted before extraordinary item (5.24) 14.72

(3) Basic after extraordinary item (5.24) 14.78 (4) Diluted after extraordinary item (5.24) 14.72

FINANCIAL PERFORMANCE

During the year under review, the revenue of the Company is Rs. 3,77,378.19 lacs compared to Rs. 399,969.95 lacs during the previous year. The loss after tax stood at Rs. 11,558.76 lacs as compared to the previous year profit of Rs. 32,335.56 lacs. The Reserve & Surplus position at Rs. 5,04,374.86 lacs.

DIVIDEND

In view of losses incurred during the year under review, the Board of Directors do not recommend any dividend on the equity shares for the financial year ended September 30, 2015

SUBSIDIARY AND ASSOCIATES

In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013, a statement containing salient features of the financial statements of the Company's subsidiaries, associates and joint ventures and the report on their performance and financial position in Form AOC-1 is annexed to the consolidated financial statements and forms part of the Annual Report, which covers the financial position of Subsidiaries and Associate Company and hence not repeated here for the sake of brevity.

In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Company. Further, audited financial statements together with related information and other reports of each of the subsidiary companies, have also been placed on the website of the Company.

ISSUE OF REDEEMABLE NON CONVERTIBLE DEBENTURES

During the year under review, pursuant to the approval from the shareholders in their meeting held on December 31, 2014 for issue of debenture, the Allotment Committee of the Company allotted 5317 Secured Redeemable Non - Convertible Debentures (SRNCDs) of Rs. 10,00,000 /- each to various investors.

ACQUISITIONS

Scholz Edelstahl GmbH

During the year under review, the Company has acquired German based Scholz Edelstahl GmbH through its 100% Singapore based subsidiary Amtek Precision Engineering Pte. Ltd. Scholz is a leading high quality hot die forgings manufacturer for the auto and non-auto component industries. Scholz is also engaged in the special steel trading business which will enable backward integration with all of Amtek Group's international business.

Asahi Tec Corporation

In June 2015, the Company, through its overseas subsidiary, acquired various group companies of Japan based Asahi Tec Corporation which are engaged in the business of Iron Casting, Forging and Machining. The acquired companies has various manufacturing facilities located in Japan, Thailand and China having long standing relationships with blue chip OEM.

The key products manufactured by Asahi Tec Corporation include Engine Blocks, Cylinder Heads, Front Axle Beams, Crankshafts, Turbocharger Housings and other engine & suspension related Iron, Castings and Forgings.

ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS

During the year under review, pursuant to the approval of shareholders in their meeting held on August 24, 2015, the Company converted unsecured loan of Rs. 75 crores of promoter companies i.e. Aisa International Pvt. Ltd. and Amtek laboratories Limited into equity shares of the Company through issue and allotment of 44,37,500 (Forty Four Lacs Thirty Seven Thousand Five Hundred) equity shares of Rs.2/- each fully paid-up at a price of Rs 169/- (Rupees One hundred Sixty Nine only) per share including a premium of Rs. 167/- (Rupees One Hundred and Sixty Seven only) to these companies in accordance with applicable provisions of the SEBI (ICDR) Regulations 2009 and the Companies Act, 2013 read with the applicable rules made there under for the issuance of Equity Shares on Preferential basis.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. D. S. Malik retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors at its meeting held on 19th March, 2015, Mrs. Madhu Vij was appointed as Non-Executive Independent Additional Director whose term of office expires at the ensuing Annual General Meeting of the Company.

As per the provisions of Section 149 of the Act, an independent director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. Mrs. Madhu Vij has given a declaration to the Board that she meets the criteria of independence as provided under Section 149 (6) of the Act.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, and with approval of the Nomination & Remuneration Committee, which commends her appointment as an Independent Director for a period of five years is being placed before the Members in general meeting for their approval.

Brief resumes of the Directors proposed to be appointed or re-appointed, highlighting their industry expertise in specific functional areas, names of companies in which they hold directorships is provided in the notice forming part of Annual Report. Further, the name of the Companies in which they hold the memberships/chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement is provided in the Corporate Governance Section of this Annual Report.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

LIC of India has appointed Mr. M.K. Gupta as Nominee Director to represent LIC on the Board of the Company in place of Mr. B. Venugopal. Mr. M.K. Gupta is not liable to retire by rotation.

Brief resumes of the Directors proposed to be appointed or re-appointed, highlighting their industry expertise in specific functional areas, names of companies in which they hold directorships is provided in the notice forming part of Annual Report. Further, the name of the Companies in which they hold the memberships/chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement is provided in the Corporate Governance Section of this Annual Report.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointments of Mr. D.S. Malik, Managing Director, Mr. Vinod Kumar Uppal, Chief Financial Officer and Mr. Rajeev Raj Kumar, Company Secretary as key managerial personnel of the Company were formalized.

NUMBER OF BOARD MEETING

Six (6) meetings of the board were held during the year 2014-15. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

DIRECTORS' RESPONSIBILTY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

1. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure from the same.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th September, 2015 and of the profits for the year ended on that date.

3. The Directors have made proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared annual accounts on a going concern basis.

5. The Director has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

6. The Directors have been devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Boards' Report.

AUDITORS AND AUDITORS' REPORT

Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed there under, it is proposed to appoint M/s Manoj Mahon & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next Annual General Meeting of the Company and on such remuneration as will be fixed by the Board of Directors of the Company.

The Company has received letter from the auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditor's Report does not call for any qualification, reservation or adverse remarks.

COST AUDITORS

The Board has appointed Mr. Yash Pal Sardana (Membership No. 17996), practicing Cost Accountant, as Cost Auditor for conducting the audit of the cost records of the Company.

SECRETARIAL AUDIT REPORT

The Board has appointed M/s S. Khurana & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended September 30, 2015 is annexed herewith marked as Annexure -I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As per the directive of the Securities & Exchange Board of India, M/s S. Khurana & Associates Company Secretaries, New Delhi, undertook the Reconciliation of Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report. These loans /guarantees are primarily granted for the furtherance of business of the borrowing companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements entered into by the Company, during the financial year with Related Parties were in the ordinary course of business and on arm's length basis. Therefore, Form AOC-2 does not form part of this report.

ANNUAL RETURN EXTRACT

As provided under Section 92(3) of the Act, the extract of annual return is given as Annexure-II in the prescribed Form MGT-9, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at www.amtek.com

PARTICULARS OF EMPLOYEES AND REMUNERATION

The details as required in terms of the provisions of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure – IV to this Report.

The particulars of employees as required in terms of the provisions of Section 197 read with Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is Nil.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance.

The Board has laid down separate Codes of Conduct for Non-Executive Directors and Senior Management personnel of the Company and the same are posted on the Company's website. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance

FIXED DEPOSITS

During the year under review, the Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 from the Shareholders or Public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The relevant data regarding the above is given in the Annexure-V hereto and forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion and Analysis Report" and forms a part of this report.

DISCLOSURE REQUIREMENTS

Details of the Familiarization Programme of the independent directors are available on the website of the Company (www.amtek.com)

Policy on dealing related party transaction is available on the website of the Company (www.amtek.com)

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.amtek.com/ investors).

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various state governments, the Banks / financial institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look forward to their continued support in future.

By Order of the Board

For AMTEK AUTO LIMITED

Sd/-

(Arvind Dham)

Place: New Delhi DIN No. 00047217

Date: 28-11-2015 CHAIRMAN

---

Sep 30, 2014

Dear Members,

It gives me great pleasure to present, on behalf of the Board of Directors of your Company, the 28th Annual Report on the business and operations of Amtek Auto Limited and its Audited Statements of Accounts for the year ended 30th September, 2014, together with the Auditors'' Report. Your company along with its group companies has witnessed yet another year of sustained performance, success and growth in the automotive component sector where we have engaged ourselves significantly.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended September 30, 2014 is summarized below:

(Rs. in Lacs)

Particulars Year ended on Fifteen Months 30th September ended on 2014 30th September 2013

Revenue 399,969.95 312,597.86

Expenditures (Excluding Depreciation) 319,863.67 246,037.95

Gross Profit Before Depreciation 80,106.28 66,559.91

Depreciation 32,903.26 28,373.86

Profit Before Tax 47,203.02 38,186.05

Exceptional Item - 18,984.61

Tax Expenses 14,867.46 12,098.55

Profit after Tax 32,335.56 45,072.11

Add. Accumulated Profit 24,058.01 18,795.75

Balance available for appropriation 56,393.57 63,867.86

APPROPRIATIONS:

Transfer to General Reserve 26,652.00 15,000.00

Transfer to Debenture Redemption Reserve 1,800 23,666.00

Proposed Dividend on Equity Shares 1101.59 1093.12

Equity Dividend & Tax for previous year (not appropriated in previous year) 5.08 (55.92)

Corporate Dividend Tax 168.69 106.65

Surplus carried to Balance Sheet 26,666.21 24,058.01

FINANCIAL PERFORMANCE

Operating in a volatile and uncertain environment, the Company demonstrated the resilience of it business model, The Company''s best in-class automotive component business enabled it to deliver robust profits during the financial year under review. The revenue of the Company is Rs. 399,969.95 Lacs compared to Rs. 312,597.86 Lacs during the previous year. The Profit after tax Rs. 32,335.56 Lacs as compared to the previous year of Rs. 45,072.11 Lacs. The Company has a strong Reserves & Surplus position of Rs. 508,952.45 Lacs.

DIVIDEND

Your Directors have recommended a dividend of Rs. 0.50 per equity share for the financial year ended September 30, 2014 amounting to Rs. 1270.28 Crore (inclusive of tax of 168.69 Crore). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on 28th December, 2014; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The dividend payout for the year under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Amtek Auto''s vision and categories focus on having right balance between Value Creation and Corporate Citizenship. The Companies Act, 2013 mandates that every Company, who meets certain eligibility criteria needs to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility activities.

Therefore, your directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Mr. Rajeev Kumar Thakur as the Chairman and Mr. D.S. Malik, Mr. Gautam Malhotra, as members. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the Audited consolidated financial statements are provided in the Annual Report.

SUBSIDIARIES

As of 30th September 2014, Your Company has following subsidiaries:-

* Amtek Investments U.K. Limited (UK)

* Amtek Deutschland GmbH, Germany

* Amtek Germany Holding GP GmbH

* Amtek Germany Holding GmbH & Co., KG

* Amtek Global Technologies Pte. Ltd., Singapore

* Amtek Holdings B.V. , Netherlands

* Amtek India Limited

* Ahmednagar Forgings Limited

* JMT Auto Limited

* Amtek Transportation Systems Limited

* Alliance Hydro Power Limited

* Amtek Defence Technologies Limited

As per the provisions of Section 212 of the Companies Act 1956, the Company is required to attach the Directors'' Report, Balance Sheet, Statement of Profit & Loss and other information of the Subsidiary Companies to its Balance Sheet. However, the Ministry of Corporate Affairs, Government of India has vide its General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011, respectively, granted a general exemption from compliance with section 212(8) of the Companies Act, 1956 from attaching the Annual Accounts of subsidiaries with the annual published accounts of the Company subject to fulfillment of conditions stipulated in the circulars. In compliance with the above circular, the Annual Accounts will be made available upon request by any member of the Company/ its Subsidiary. The Annual Accounts of the Subsidiary Companies will also be kept for inspection by any investor at the Registered Office of the Company and at the office of the respective Subsidiary Companies during business hours of the respective Companies.

Further as per the provisions of Section 212 of the Companies Act 1956, a statement of the holding Company''s interest in the Subsidiary Companies is attached herewith and forms part of the Annual Report.

However, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of each of its Subsidiaries

DIRECTORS

In accordance with Section 161 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Gautam Malhotra retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment. The Company has received requisite notice in writing from member proposing his re-appointment.

Pursuant to Section 161 (1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanjiv Bhasin, was appointed as an additional director designated as Independent Director and he shall hold office upto the date of the ensuing Annual General Meeting of the Company. The Company has received requisite notice in writing from member proposing his appointment as Independent Director.

Pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors at its meeting held on 24th November, 2014 appointed the existing independent directors Mr. Sanjay Chhabra, Mr. Rajeev Kumar Thakur, Mr. Raj Narain Bhardwaj and Mr. Bahushrut Lugani as Independent Directors for the term of five consecutive years w.e.f the date of ensuing Annual General Meeting subject to the approval of shareholders.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. John Ernest Flintham has been re-appointed as Senior Managing Director for a period of two years w.e.f. August 14, 2014 subject to the approval of members.

Brief resumes of the Directors proposed to be appointed/re-appointed, highlighting their industry expertise in specific functional areas, names of companies in which they hold directorships is provided in the notice forming part of Annual Report. Further, the name of the Companies in which they hold the memberships/chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement is provided in the Corporate Governance Section of this Annual Report

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

* in the preparation of the annual accounts for the year ended September 30, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed;

* the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at September 30, 2014. and of the profit of the Company for the year ended on that date;

* the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

* The annual accounts of the Company have been prepared on a ''going concern'' basis.

AUDITORS AND AUDITORS'' REPORT

Pursuant to the provisions of Section 139 of the Companies Act'' 2013 and rules framed thereunder, it is proposed to appoint M/s. Manoj Mahon & Associates, Chartered Accountants as statutory auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company and to fix their remuneration for the financial year 2014-2015

The Company has received letter from the auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any Further comments.

COST AUDITORS

The Company has appointed Mr. Yash Pal Sardana (Membership No. 17996), practicing Cost Accountant, as cost auditor for conducting the audit of the cost records of the Company.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India ("SEBI"), M/s Iqneet Kaur & Company, Company Secretaries, New Delhi, is appointed to undertake the Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in CDSL, NSDL and in physical form with the admitted, issued and paid up capital of the Company.

The Share Capital Audit Reports as submitted by M/s Iqneet Kaur & Company, Company Secretaries, New Delhi, on a quarterly basis were forwarded to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the equity shares of the Company are listed.

FIXED DEPOSITS

The Company has not accepted any public deposits during FY 2013-14.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

The particulars relating to Research & Development, energy conservation, technology absorption, foreign exchange earnings and outgo, as Required to be disclosed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in Annexure to this Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on the date of last Annual General Meeting on the Company''s website (www.amtek.com), as also on the Ministry of Corporate Affairs'' Portal.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to the Report on Corporate Governance.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial. Industrial relations generally remained cordial and satisfactory.

Human resources initiatives such as skill level up gradation, training, appropriate reward & recognition systems and productivity improvement are the key focus areas for development of the employees of the Company.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders'' requests / grievances at the minimum.

Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholder Relationship Committee of the Board meets periodically and reviews the status of the redressal of investors'' grievances. The shares of the Company continue to be traded in Electronic Form and the De-materialization arrangement exists with both the depositories, viz, National Securities Depository Limited and Central Depository Services (India) Limited.

EMPLOYEE WELFARE

Your Company demonstrated that it is a caring organization by continuing to devise and implement several welfare measures for the employees and their families. Employee welfare programme and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary at the earliest.

ACKNOWLEDGEMENT

Your Directors are highly grateful for all the help, guidance and support received from state government authorities, business associates, banks and financial institutions. Your Directors acknowledge the constructive suggestions received from Statutory Auditors are grateful for their continued support and cooperation. Your Directors thank all share-owners, business partners and members of the Amtek Auto''s Family for their faith, trust and confidence reposed in Amtek Auto Limited. Your Directors wish to place on record their sincere appreciation for the unstinting efforts and dedicated contributions put in by the employees at all levels, to ensure that the Company continues to grow and excel.

By Order of the Board For AMTEK AUTO LIMITED

Sd/- (Arvind Dham) Place : New Delhi DIN No. 00047217 Date : 24-11-2014 CHAIRMAN

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Sep 30, 2013

The Directors have great pleasure in presenting the 27th Annual Report on the performance of your Company together with the Audited Annual Accounts for the period of Fifteen months ended on 30th September 2013.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars Fifteen Months ended on Year ended 30th September 2013 30th June 2012

Revenue 312,597.86 245,392.72

Expenditures (Excluding Depreciation) 246,037.95 183,223.71

Gross Profit Before Depreciation 66,559.91 62,169.01

Depreciation 28,373.86 21,184.94

Profit Before Tax 38,186.05 40,984.07

Exceptional Item 18,984.61 -

Tax Expense 12,098.55 11,828.37

Profit after Tax 45,072.11 29,155.70

Add. Accumulated Profit 18,795.75 811.54

Balance available for appropriation 63,867.86 29,967.24

APPROPRIATIONS:

Transfer to General Reserve 15,000.00 5,000.00

Transfer to Debenture Redemption Reserve 23,666.00 5,000.00

Proposed Dividend on Equity Shares 1093.12 1,093.12

Equity Dividend & Tax for previous year (not appropriated in previous year) (55.92) -

Corporate Dividend Tax 106.65 78.37

Surplus carried to Balance Sheet 24,058.01 18,795.75

FINANCIAL PERFORMANCE

During the period under review, the revenue of the Company is Rs. 312,597.86 Lacs compared to Rs. 245,392.72 Lacs during the previous year. The Profit after tax has increased to Rs. 45,072.11 Lacs as compared to the previous year of Rs. 29,155.70 Lacs. The Company has a strong Reserve & Surplus position of Rs. 475,411.97 Lacs.

DIVIDEND

Your Directors are pleased to recommend a Final Dividend of Rs. 0.50 per Equity Share (25%) of the face value of Rs. 2/- each, aggregating to Rs 1093.12 Lacs (exclusive of tax on dividend) for the period ended September 30, 2013 for your approval.

The dividend, if approved at the ensuing Annual General Meeting, will be paid to members whose names appear in the Register of Members as on Friday, March 21, 2014; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as at the end of that date.

The dividend payout for the period under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

It is proposed to transfer Rs 15,000 Lacs to the General Reserves. An amount of Rs 24,058.01 Lacs is proposed to retained in the Statement of Profit & Loss.

BUSINESS OVERVIEW

Amtek Auto is one of the largest integrated component manufacturers headquartered in India with truly global manufacturing facilities. The Company has significant expertise in the automotive components sector with proven capabilities in forging, grey and ductile iron casting, gravity and high pressure aluminium die casting and machining and sub-assembly. It has an extensive product portfolio with a range of highly engineered components. The Company supplies components for passenger cars, light and heavy commercial vehicles, 2/3 wheelers, tractors, locomotive components and construction and earth moving vehicles.

In addition to being one of the leading casting and machining companies in the automotive sector in India, the Amtek Auto with its subsidiaries has become one of the world''s largest global forging and integrated machining companies. Founded in 1987 by Mr. Arvind Dham, Amtek Auto and its subsidiaries now have 60 world class facilities across India, UK, Germany, Brazil, Italy, Mexico, Russia and US. It is widely recognized as a preferred OEM supplier for passenger cars, light and heavy commercial vehicles, 2/3 wheelers and diesel engines. Global blue chip customers include BMW, Caterpillar, CNH America, Cummins, Fiat, Ford, Halliburton, Honda, JCB, Maruti, Tata JLR, Timken and Volkswagen.

Over the last decade, Amtek Auto has established several joint ventures and technical partnerships with leading global firms to offer customers a world class product range. Collaborating companies include Magna Powertrain in Canada, Sumitomo Metal in Japan and Aizen in Japan. The joint ventures are progressing in line with the management expectations. As part of its strategy to leverage its core skill base and manufacturing platform, Amtek Auto has also developed a product range for non-automotive customers. These cover end markets such as locomotive components, earth moving and construction equipment and tractors.

During the period under review, Amtek Auto acquired Neumayer Tekfor in Germany and JMT Auto in India. Amtek Auto sold a 56% equity stake in each of Amtek Ring Gears Ltd and Amtek Crankshaft India Ltd, unlocking value from relatively lower profit margin units.

The acquisition of Neumayer Tekfor was transformational, providing Amtek Auto with an enhanced product portfolio and geographic market reach from which to supply its combined global customers. As a leading forging and integrated machining company, Neumayer Tekfor''s extensive high technology product range includes high precision camshafts, valve train components, connecting rods and specialized safety fasteners.

Business Snapshot

1. Leading Market Position:

a. Global engineering company with operations across forging, iron & aluminium casting, machining and sub-assemblies

b. Broad spectrum of high quality of products

c. Leader across multiple product categories

2. Best in Class Operations:

a. World class integrated facilities globally

b. Excellent in-house design and product development

c. Joint ventures with leading global firms

d. High end technology along with global engineering design centres in Germany, Brazil and India

3. Premier Global Customer Base:

a. Growing access to high-end technology to better serve customers and upcoming industry trends

b. Diversified and global blue chip customer base

c. Enhanced product portfolio to fulfil demands of global OEM''s requirements

4. Strong Financial Performance:

a. Financial strength to pursue growth strategy

b. Increased revenue contribution from new geographies

c. Improved operational efficiencies across all product lines

ACQUISITON OF NEUMAYER TEKFOR

During the period under review, the Company successfully acquired Neumayer Tekfor in Germany, through its wholly owned subsidiary Amtek Global Technologies Pte. Ltd., a Singapore based Special Purpose Vehicle. Neumayer Tekfor is focused on the forging and integrated machining of automotive components, with a turnover of Euro 500 million for year ended 2012.

Business Overview:

- Operating with nine manufacturing facilities, spread globally across Germany, the U.S., Brazil, Mexico and Italy

- Market leader in the development and production of pioneering solutions for transmissions, engines, drivelines, special applications and safety fasteners

- Provides support to customers from the earliest project stage: analysing, providing consulting for and developing high-end solutions.

- High technology product range includes high precision camshafts, , connecting rods and specialised safety fasteners

- Key customers include Volkswagen Group, Fiat, SKF, BMW, Daimler and Ford Strategic Rationale:

- Transformation of Amtek Auto''s forging division into world leading position

- Delivers international manufacturing platform to support global customers

- Diversified blue chip customer base to increase market share and diversify revenue streams with enhanced geographic reach

- Significantly enhance Amtek Auto''s product portfolio

- Provide access to Hatebeur technology and warm and cold forging technology

- Supports cross selling opportunities across global OEMs KEY PRODUCTS

ACQUISITION OF CONTROLLING STAKE IN JMT AUTO

During the period under review, the Company acquired 10,326,063 fully paid equity shares representing 71.73% of the total paid up equity share capital of JMT Auto Limited. Consequent to the above acquisition, Amtek Auto became the holding Company and new promoter of the Company.

Business Overview:

- One of the leading automotive component manufacturers in the Eastern region of India and is headquartered in Jamshedpur

- Engaged in the manufacturing of a wide range of high quality automotive components through technology based manufacturing processes

- 7 Manufacturing facilities in India with its OEM customer reach across the world including the U.S., Belgium, South East Asia, Brazil, Germany, Italy and Mexico

- Caters to automotive and non-automotive markets including light, medium & heavy commercial vehicles, tractors, diesel engines and oil & gas components

- Key customers include Caterpillar, Cummins, Tata Motors and Timken

- Significant export business with Halliburton, CNH America and other major OEMs

- Listed on the BSE and the NSE Strategic Rationale:

- Strengthens the product portfolio particularly in the areas of gear, shaft and oil & gas components§ Benefit from state-of-the-art technology, including the latest CNC technology, deeper supply chains, enhanced R&D and best in class manufacturing capabilities

- Acquisition makes Amtek Auto one of the largest gears and shafts manufacturer in India

- New entry into the oil & gas segment

- Enhanced domestic geographic reach, particularly in Eastern India

- Supports cross selling opportunities

KEY PRODUCTS

SUBSIDIARY COMPANIES

As of 30th September 2013, Your Company has following subsidiaries:-

- Amtek Investments U.K. Limited (UK)

- Amtek Deutschland Gm Bh, Germany

- Amtek Germany Holding GP Gmbh

- Amtek Global Technologies Pte. Ltd.

- Amtek Holdings B.V.

- Amtek India Limited

- Ahmednagar Forgings Limited

- JMT Auto Limited

- Amtek Transportation Systems Limited

- Alliance Hydro Power Limited

- Amtek Defence Technologies Limited

As per the provisions of Section 212 of the Companies Act 1956, the Company is required to attach the Directors'' Report, Balance Sheet, Statement of Profit & Loss and other information of the Subsidiary Companies to its Balance Sheet. However, the Ministry of Corporate Affairs, Government of India has vide its General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011, respectively, granted a general exemption from compliance with section 212(8) of the Companies Act, 1956 from attaching the Annual Accounts of subsidiaries with the annual published accounts of the Company subject to fulfillment of conditions stipulated in the circulars. In compliance with the above circular, the Annual Accounts will be made available upon request by any member of the Company/ its Subsidiary. The Annual Accounts of the Subsidiary Companies will also be kept for inspection by any investor at the Registered Office of the Company and at the office of the respective Subsidiary Companies during business hours of the respective Companies.

Further as per the provisions of Section 212 of the Act, a statement of the holding Company''s interest in the Subsidiary Companies is attached herewith and forms part of the Annual Report.

However, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of each of its Subsidiaries

EXTENSION OF FINANCIAL YEAR

During the period under review, the Company has made an international acquisition of German based Company Neumayer Tekfor Group (NT Group) in first week of June and subsequently acquired JMT Auto Ltd. in the last week of June for which Public offer has been made on July 04, 2013. The process of integration of NT Group with Amtek Auto Ltd., for preparing its consolidated financial results to be placed before the shareholders of the Company, which took around three months. Therefore in view of the same, Board decided in their meeting held on August 02, 2013 to extend the current Financial Year ending June 30, 2013 by 3 (Three) months, so as to end on September 30, 2013, accordingly extended Financial Year 2012-13 comprise of 15 (Fifteen) months i.e. July 01, 2012 to September 30, 2013.

DIRECTORS

Mr. Arvind Dham and Mr. Sanjay Chhabra are directors liable to retire by rotation. During the period under review, Mr. Gautam Malhotra was appointed as an additional Director of the Company w.e.f. 13th May,2013. Brief resumes of the Directors proposed to be appointed/re-appointed, highlighting their industry expertise in specific functional areas, names of companies in which they hold directorships is provided in the notice forming part of Annual Report. Further, the name of the Companies in which they hold the memberships/chairmanships of Board Committees, as stipulated under clause 49 of the Listing Agreement is provided in the Corporate Governance Section of this Annual Report.

AUDITORS

M/s Manoj Mohan & Associates, Chartered Accountants, the Auditors of your Company, hold office up to the conclusion of the forthcoming Annual General Meeting of the Company and have given their consent for re-appointment.

The company has received letter from M/s Manoj Mohan & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act,1956 and that they are not disqualified from such appointment in terms of Section 226 of the Companies Act,1956.

AUDITORS'' REPORT

Notes forming part of Annual Accounts, which are specifically referred to by the Statutory Auditors in their report, are self explanatory and therefore, do not call for any further comments.

COST AUDITORS

Mr. Yash Pal Sardana (Membership No. 17996), Practicing Cost Accountant was appointed as Cost Auditors of the Company.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India ("SEBI"), M/s Iqneet Kaur & Company, Company Secretaries, New Delhi, undertakes the Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in CDSL, NSDL and in physical form with the admitted, issued and paid up capital of the Company.

The Share Capital Audit Reports as submitted by M/s Iqneet Kaur & Company, Company Secretaries, New Delhi, on a quarterly basis were forwarded to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the equity shares of the Company are listed.

CASH FLOW STATEMENT

As required by Clause-32 of the Listing Agreement a Cash Flow Statement is annexed and forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

Consolidated Financial Statements in accordance with Accounting Standard-21 issued by The Institute of Chartered Accountants of India have been provided in the Annual Report. These Consolidated Financial Statements provide financial information about your Company and its subsidiaries as a single economic entity.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during FY 2012-13.

STATUTORY INFORMATION

- In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the details of employees - As per Annexure I to this report.

- The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided as Annexure - I to this report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Director''s Report and the certificate from the Company''s Statutory Auditors confirming compliance of Corporate Governance norms as stipulated in clause 49 VII of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis of the Company''s financial condition including the results of operations of the Company for the period under review, as required under clause 49 of the Listing Agreement with stock exchange, is presented in a separate section forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors'' Responsibility Statement, it is hereby confirmed :-

- That in the preparation of the annual accounts for the period of 15 months ended 30th September 2013, the applicable accounting standards have been followed;

- That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period under review;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That the annual accounts have been prepared on a going concern basis.

INDUSTRIAL RELATIONS

During the period under review, the relations between the Management and the workmen were highly cordial. Industrial relations generally remained cordial and satisfactory.

Human resources initiatives such as skill level up gradation, training, appropriate reward & recognition systems and productivity improvement are the key focus areas for development of the employees of the Company.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders'' requests / grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders'' and Investors'' Grievances Committee of the Board meets periodically and reviews the status of the redressal of investors'' grievances. The shares of the Company continue to be traded in Electronic Form and the De-materialization arrangement exists with both the depositories, viz, National Securities Depository Limited and Central Depository Services (India) Limited.

EMPLOYEE WELFARE

Your Company demonstrated that it is a caring organization by continuing to devise and implement several welfare measures for the employees and their families. Employee welfare programmes and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary at the earliest.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the contributions made by employees towards the success of your Company. Your Directors are also thankful for the co-operation and assistance received from its customers, vendors, bankers, regulatory and Governmental authorities in India and abroad and its shareholders.

By Order of the Board

For AMTEK AUTO LIMITED

Sd/-

Place : New Delhi (Arvind Dham)

Date : 13-02-2014 Chairman

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Jun 30, 2010

The Directors have great pleasure in presenting the 24th Annual Report on the performance of your Company together with the Audited Statements of Accounts for the financial year ended 30th June 2010.

FINANCIAL RESULTS (Rs. in Lacs)

PARTICULARS Year ended Year ended 30th June 2010 30th June 2009

Sales and Other Income 142,434.39 119,527.83

Expenditures 105,704.45 86,489.73

Gross Profit Before Depreciation 36,729.94 33,038.10

Depreciation 16,659.43 12,260.35

Profit Before Tax 20,070.51 20,777.75

Provisions for Taxation 5,764.49 5,555.08

Profit after Tax 14,306.02 15,222.67

Add. Accumulated Profit 136.91 14.90

Balance available for appropriation 14,442.93 15,237.57

APPROPRIATIONS:

Transfer to General Reserve 1,500.00 11,800.88

Transfer to Debenture redemption Reserve 1,400.00

Transfer to Foreign Currency Convertible Bond Reserve 8,818.00 2,475.00

Proposed Dividend on Equity Shares 2,017.00 704.97

Equity Dividend & Tax for previous year (not appropriated in previous year) 89.38 0.00

Corporate Dividend Tax 335.00 119.81

Surplus carried to Balance Sheet 283.55 136.91

BUSINESS SNAPSHOT

Amtek Auto is one of the largest integrated component manufacturers in India with a strong global presence. The Company has world class manufacturing facilities located in India, Europe and North America. Amtek Auto has significant expertise in the auto components space with proven capabilities in forging, gravity and high-pressure aluminium die casting and machining and sub-assembly. It has an extensive product portfolio with a range of highly engineered components. The Company is a preferred original equipment manufacturer supplier for passenger cars, light and heavy commercial vehicles, two wheeler and three wheeler diesel engines. The Company also manufactures components for non-auto sectors such as the railways, specialty vehicles and aerospace.

Your Company is well positioned in the Indian auto component market and is the largest casting and machining and the second largest Forging Company in India. The Company has generated average EBITDA margins of 21% over the last 5 years. Currently, the Company has a conservative leverage profile, with significant financial flexibility available for organic or inorganic expansion.

Amtek Autos strategy is to continue to strengthen its presence in the automotive market by focusing on the Indian domestic market, leveraging its international manufacturing base and expanding the joint ventures.

The Companys Non-Auto strategy is to capture growth in railway sector, specialty vehicles and aerospace. In the railway sector, Amtek Auto plans to target opportunities within India, South East Asia and the Middle East. An existing joint venture with American Railcar Industries will provide Amtek Auto with technical expertise in the area.

BUSINESS PERFORMANCE

During the year under review, the revenue of the Company was Rs. 142,434.39 lacs as against the previous year revenue of Rs.119,527.83 lacs. The Profit after Tax for the year stands at Rs. 14306.02 lacs as against the corresponding year figure of Rs.15222.67 Lacs. The Company has strong reserve position of Rs. 360446.72 lacs.

DIVIDEND

The Board of Directors are pleased to recommend a Dividend of Rs. 1.00/- Per equity share of Rs.2/- each for the financial year 2009-10 for your approval. The Proposed dividend, if approved, at the ensuing Annual General Meeting, would result in appropriation of Rs. 2352.00 lacs (including Corporate Dividend Tax of Rs.335.00 Lacs) out of the profits. The Company has made transfer of Rs.1500.00 Lacs to the General Reserve. The total appropriation of dividend of Rs.2352.00 Lacs gives 16.44 % pay out on net profit of the Company.

The Register of members and share transfer books shall remain closed from 28th December 2010 to 31st December 2010 (both days inclusive), for the purpose of Annual General Meeting and payment of Dividend.

ACQUISITION OF MAJORITY STAKE IN AMTEK INDIA LIMITED.

During the period under review, the Company has entered into a Share Purchase Agreement with the existing promoters of Amtek India Limited on 28th May, 2010 to acquire an aggregate of 50720710 (Five Crores Seven Lacs Twenty Thousand Seven Hundered and Ten only) fully paid up equity shares of face value of Rs.2/-each representing 36.66% of the total paid up equity share capital of Amtek India Limited.

Out of above, AAL has acquired 33110710 fully Paid up Equity shares at a average price of Rs.64.83/- of Amtek India Limited constituting 23.93% of the Paid up Equity capital of AIL through a block deal on the Bombay Stock Exchange Limited.

Pursuant to signing of SPA, the Company has given an Open Offer to the shareholders of Amtek India Limited to acquire up to 27677565 equity shares of Rs. 2/-each representing in aggregate 20% of the fully paid up equity capital and resultant voting rights of said Company at a price of Rs. 70.40/- (Rupees Seventy and paisa forty only) per fully paid equity share, payable in cash, pursuance to Regulations 11(1) and other applicable provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

ISSUE OF FCCB

During the period under review, the Company has issued 33,000 5.625% Foreign Currency Convertible Bonds of US$ 5,000 each aggregating to US$ 165 millions convertible into equity shares of the Company at the option of the investors at price Rs. 148.40 per share. These FCCBs are listed on Singapore Stock Exchange.

ISSUE OF WARRANTS

Subsequent to the year under review, the Company issued and allotted 2,40,00,000 warrants entitling the warrant holder(s) to apply for equivalent number of fully paid up equity shares of Rs.2/- per share at a premium of Rs.178/- per share of the Company aggregating to Rs. 432 crores to the promoter group companies by way of Preferential Allotment in accordance with Chapter VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations 2009.

SHARE CAPITAL

During the period under review, the Company has allotted 1,50,00,000 equity shares upon conversion of warrants into equivalent number of equity shares of Rs. 21- each at a premium of Rs. 131/- per share aggregating to Rs. 199.50 Crores to the promoters by way of Preferential Allotment.

The Company has also allotted 52,054 equity shares of Rs. 2/- per share at a premium of Rs. 207.83/- per share upon conversion of FCCBs of US $ 0.25 million out of FCCBs of US$ 150 million and 1310081 equity shares of Rs. 21- per share at a premium of Rs. 456.64/- per share upon conversion of FCCBs of US$ 13.4 million out of FCCBs of US$250 million.

In addition to the above, the Company has also issued and allotted 51,818,467 equity shares of Rs. 21- per share at a premium of Rs. 146.40/- per share upon conversion of FCCBs of US$ 158.13 million out of FCCBs of US$ 165 million.

ISSUE OF NON CONVERTIBLE DEBENTURES

Subsequent to the year under review, the Company has also issued 10.25% Unsecured, Redeemable, Non-convertible Debentures (NCDs) aggregating to Rs.800 Crores on private placement basis to Banks & Financial Institutions. The NCDs are redeemable by way of Bullet Payment at the end of 5 years from the date of allotment viz., 20th September, 2010. The NCDs are listed on the Bombay Stock Exchange Limited.

CREDIT RATING

The Credit Analysis & Research Ltd. (CARE) has assigned a CARE AA (CARE Double A ) rating to the NCD issue of the Company for Rs. 800 Crores. The instruments carrying AA rating are considered to offer high safety for timely servicing of debt obligation. Such instruments carry very low credit risk.

EXPANSION

During the year under review, the Company has expanded its capacity of manufacturing of machined auto components from 305 lacs unit p.a. to 330 lacs unit pa. and forgings capacity from 135000 tpa to 165000 tpa.

SUBSIDIARY COMPANIES

As of 30th June 2010, Your Company has following subsidiaries:-

- Smith Jones Inc., USA

- Amtek Investments U.K. Limited (UK)

- Amtek Deutschland GmBh, Germany

- Amtek Investments U.S. 1 Inc.U.S.A

- Ahmednagar Forgings Limited, Pune

- Amtek Ring Gears Limited (formerly Benda Amtek Limited)

- Amtek Crankshafts India Limited (formerly Amtek Siccardi India Limited)

- Amtek Transportation Systems Limited

- Alliance Hydro Power Limited.

A Statement in respect of the above said subsidiaries pursuant to Section 212 of the Companies Act, 1956 is enclosed herewith as required.

The Company has received exemption from the Central Government under Section 212 (8) of the Companies Act, 1956, from the attachment of copies of the Balance Sheet, Profit and Loss Account and other documents of subsidiaries for the year ended 30th June, 2010. The annual reports and accounts of the subsidiaries will be made available upon request by any member of the Company interested in obtaining the same. However, pursuant to Accounting Standard AS-21, Consolidated Financial Statements presented by the Company include Annual Financial Results of its subsidiaries.

DIRECTORS

In accordance with Section 256 of Companies Act, 1956 and the Article of Association of the Company Mr B.Lugani & Mr. Sanjay Chhabra retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Brief resume of Mr. B. Lugani & Mr. Sanjay Chhabra containing nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges in India, is provided in notice forming part of the Annual Report.

AUDITORS

The Statutory Auditors of the Company M/s Manoj Mohan & Associates, Chartered Accountants, who hold office until the conclusion of the ensuing Annual General Meeting are willing to be reappointed as the Statutory Auditor. A Certificate from Auditors have been received to the effect that their appointment, if made, would be within the limit prescribed under Section 2240B) of the Companies Act, 1956.

AUDITORS REPORT

Notes forming part of accounts, which are specifically referred to by the auditors in their report, are self explanatory and therefore, do not call for any further comments.

SHARE CAPITAL AUDIT

As per the directive of the Securities and Exchange Board of India (SEBI) M/s Iqneet Kaur & Co., Company Secretaries, New Delhi, undertakes Share Capital Audit on quarterly basis. The purpose of audit is reconciliation of total shares held in CDSL, NSDL and physical form with the admitted, issued and listed capital of the Company.

The Share Capital Audit Reports as submitted by the Auditor on quarterly basis were duly forwarded to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the equity shares of the Company are listed.

CONSOLIDATED FINANCIAL STATEMENT

The Audited Consolidated Financial Statement based on the Financial Statements received from subsidiary companies as approved by their respective Board of Directors, have been prepared as per the requirements of the Listing Agreement and Accounting Standards 21 and 23 issued by The Institute of Chartered Accountants of India and show the financial resources, assets, liabilities, income, profits and other details of the Company, its associates Companies and its subsidiaries after eliminating minority interest as single entry.

FIXED DEPOSITS

During the year under review, the Company has not accepted any public deposits under Section 58A & 58AA of the Companies Act, 1956.

DE-MATERIALISATION OF SHARES

The Companys equity shares are available for dematerialization on both the depositories viz., NSDL & CDSL. Shareholders may be aware that SEBI has made trading in your Companys shares mandatory, in dematerialized form. As on 30th June 2010, 20,05,17,596 equity shares representing 99.41% of your Companys Equity Shares capital have been de- materialised.

LISTING AT STOCK EXCHANGES

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. The Company has paid annual listing fee to the Stock Exchanges for the year 2010 - 2011.

The Debentures of the Company are listed on Bombay Stock Exchange Limited.

The Global Depository Receipts (GDRs) of the Company are listed at London Stock Exchange and Foreign Currency Convertible Bonds (FCCBs) are listed at Singapore Stock Exchange.

STATUTORY INFORMATION

- Particulars of Employees under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given in the Annexure and form part of this Report.

- Statutory details of Energy Conservation and Technology Absorption R&D activities and Foreign Exchange Earnings and Outgo, as required under Section 217(1) (e) of the Companies Act, 1956 and rules prescribed there under i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure and form part of this Report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors Report and a certificate from the Companys auditors confirming compliance of Corporate Governance norms as stipulated in clause 49 VII of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review as required under clause 49 of the Listing Agreement with stock exchange is presented in separate section forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 21712AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed :-

- That in the preparation of the annual accounts for the year ended 30th June 2010, the applicable accounting standards have been followed;

- That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That the Directors had prepared the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders requests / grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The shareholders and investors Grievances Committee of the Board meets periodically and reviews the status of the redresses of investors grievances.

ACKNOWLEDGEMENT

Your Directors would like to convey their appreciation for all the co-operation and assistance received from the Government, Financial Institutions, Bankers and Stakeholders of the Company. Your Directors also appreciate and value the contribution made by employees in meeting all the targets. We look forward to receiving the continued patronage of our business partners to become a better and strong Company.

By order of the Board For AMTEK AUTO LIMITED

Sd/- Date : 24th November, 2010 (ARVIND DHAM)

Place : New Delhi Chairman

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Jun 30, 2009

The Directors take pleasure in presenting the 23rd Annual Report and the Audited Accounts of the Company for the financial year ended 30th June 2009.

FINANCIAL RESULTS

(Rs. in Lacs)

PARTICULARS Year ended Year ended 30th June 2009 30th June 2008

Sales and Other Income 119527.83 142465.26 Expenditures 86489.73 97814.50 Gross Profit Before Deprecation 33038.10 44650.76 Deprecation 12260.35 9457.09 Profit Before Tax 20777.75 35193.67 Provisions for Taxation 5555.08 9068.61 Profit after Tax 15222.67 26125.06 Add. Accumulated Profit 14.90 12508.76 Balance available for appropriation 15237.57 38633.82 APPROPRIATIONS: Transfer to General Reserve 11800.88 3000.00 Transfer to Foreign Currency Convertible Bond Reserve 2475.00 34700.00 Proposed Dividend on Equity Shares 704.97 704.97 Equity Dividend & Tax for previous year (not appropriated in previous year) 0.00 94.14 Provision for tax & CESS on dividend 119.81 119.81 Surplus carried to Balance Sheet 136.91 14.90

PPERFORMANCE

During the year under review, the turnover of the Company was Rs. 119527.83 lacs as against the previous year turnover of Rs.142465.26 lacs. The Profit after Tax of the Company for the year stands at Rs. 15222.67 lacs as against the previous year figure of Rs. 26125.06 lacs. The Company has strong reserve position of Rs. 251462.34 lacs.

DIVIDEND

The Board of Directors are pleased to recommend a Dividend @ 25% for the financial year 2009-10 i.e. Rs. 0.50/- Per equity share of Rs.2/- each for your approval. The Proposed dividend if approved at the ensuing Annual General Meeting would result in appropriation of Rs. 824.78 lacs (including Corporate Dividend Tax of Rs. 119.81 Lacs) out of the profits. The Company has made transfer of Rs.11800.88 Lacs to the General Reserve. The total appropriation of dividend of Rs.824.78 Lacs gives 5.42 % pay out on net profit of the Company.

The Register of members and share transfer books shall remain closed from 28th December 2009 to 31st December 2009 (both days inclusive), for the purpose of Annual General Meeting and payment of Dividend.

JOINT VENTURE AGREEMENTS

Joint Venture Agreement with Sumitomo Metal Industries

During the year under review, the Company signed a strategically important JV agreement with the leading Japanese Steel Manufacturer, Sumitomo Metal Industries Limited, based in Tokyo, Japan for Production and sale of forged crankshafts for automotive applications in India. In this Joint Venture, Amteks stake is 50% and the rest 50% is shared by Sumitomo Metals (40%) and Sumitomo Corporation (10%). Sumitomo Corporation is the global partner of crankshaft business of Sumitomo Metals.

Sumitomo Metal is a leading manufacture of steel and various steel products, including sheets, plates, tubes, bars, shapes and automotive and machinery parts. This Joint Venture provides to Sumitomo Metals entry into the high growth crankshaft market of India. This is based on Sumitomo Metals Corporate Strategy to “add strength to strong areas.” With this entry to India, Sumitomo Metals will have a global “tetra polar” production system (Japan, U.S., China, and India)

This Joint Venture is in line with Amteks strategy of augmenting its product portfolio. This also makes Amtek a full serviced supplier of crankshafts for automotive applications as Amtek has already created a market leader position for itself in the field of fully machined crankshafts.

This Joint Venture with Sumitomo Metals is another milestone for the Amtek Group and step forward in direction of consolidating its customer and product portfolio as well as attaining world class technological edge in automotive manufacturing.

ISSUE OF FCCB

Pursuant to the approval of shareholders of the Company at the Extra Ordinary General Meeting of the Company held on July 17, 2009, the Committee of Directors issued and allotted Foreign Currency Convertible Bonds aggregating to US$ 165 million, convertible into Equity Shares of the Company at the option of the bondholders. These FCCBs are listed on Singapore Stock Exchange.

ISSUE OF WARRANTS

Subsequent to the year under review, the Company issued and allotted 1,50,00,000 warrants entitling the warrant holder(s) to apply for equivalent number of fully paid up equity shares of Rs.2/- per share at a premium of Rs.131/- per share of the Company aggregating to Rs. 199.50 crores to the promoter group companies by way of preferential allotment.

SHARE CAPITAL

Out of the above warrants, the Company has allotted 76,00,000 equity shares upon conversion of warrants into equivalent number of equity shares of Rs. 2/- at a premium of Rs. 131/- aggregating to Rs. 101.08 Crores to the promoter group companies by way of Preferential Allotment.

In addition to the above, the Company has also issued and allotted 76,79,536 equity shares of Rs. 2/- per share at a premium of Rs. 146.4/- per share upon conversion of FCCBs of US$ 23.435 million out of FCCBs of US$ 165 million.

ISSUE OF NON CONVERTIBLE DEBENTURES

Subsequent to the year under review, the Company issued 10% Secured Redeemable Non-convertible Debentures (NCDs) aggregating to Rs.200 Crores on private placement basis to Life Insurance Corporation of India. The NCDs are redeemable in five equal annual installments commencing from the end of 6th year from the date of allotment. The NCDs are listing on the Bombay Stock Exchange Limited.

CREDIT RATING

The Credit Analysis & research Ltd. (CARE) has assigned a CARE AA (CARE Double A) rating to the NCD issue of the Company for Rs. 200 Crore. The instruments carrying AA rating are considered to offer high safety for timely servicing of debt obligation. Such instruments carry very low credit risk.

EXPANSION

During the year under review, the Company has expanded its capacity of manufacturing of machined auto components from 300 lacs unit p.a. to 305 lacs unit p.a. and aluminum casting capacity from 20000 tpa to 30000 tpa.

SUBSIDIARY COMPANIES

As of 30th June 2009, Your Company has following subsidiaries:-

- Smith Jones Inc., USA

- Amtek Investments U.K. Limited (UK)

- Amtek Deutschland GmBh, Germany and

- Amtek Investments U.S. 1 Inc.U.S.A.

- Ahmednagar Forgings Limited

- Amtek Ring Gears Limited (formerly Benda Amtek Limited)

- Amtek Crank Shaft India Limited (formerly Amtek Siccardi India Limited)

- Amtek Transportation Systems Limited

A Statement in respect of the said subsidiaries pursuant to Section 212 of the Companies Act, 1956 is enclosed herewith as required.

The Company has received an exemption from the Central Government under section 212 (8) of the Companies Act, 1956, from the attachment of copies of the Balance Sheet, Profit and Loss Account and other documents of subsidiaries for the year ended 30th June, 2009. The annual report and accounts of the subsidiaries will be made available upon request by any member of the Company interested in obtaining the same. However, pursuant to Accounting Standard AS-21, Consolidated Financial Statements presented by the Company include Financial Results of its subsidiaries.

DIRECTORS

Mr Rajeev Thakur, retire at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Brief resume of Mr. Rajeev Thakur containing nature of his expertise in specific functional areas and names of companies in which he holds directorships and memberships/chairmanships of Board Committees, as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges in India, is provided in notice forming part of the Annual Report.

AUDITORS

The Auditors of the Company M/s Manoj Mohan & Associates, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. Certificate from Auditors have been received to the effect that their appointment, if made, would be within the limit prescribed under Section 224(1B) of the Companies Act, 1956.

Notes forming part of accounts, which are specifically referred to by the auditors in their report, are self explanatory and therefore, do not call for any further comments.

CONSOLIDATED FINANCIAL STATEMENT

The Audited Consolidated Financial Statement based on the Financial Statement received from subsidiary companies as approved by their respective Board of Directors, have been prepared as per the requirements of the Listing Agreement and Accounting Standards and Guidelines issued by The Institute of Chartered Accountants of India.

FIXED DEPOSITS

During the year under review, the Company has not accepted public deposits under section 58 - A of the Companies Act, 1956.

DE-MATERIALISATION OF SHARES

The Companys equity shares are available for de - materialization on both the depositories viz., NSDL & CDSL. Shareholders may be aware that SEBI has made trading in your companys shares mandatory, in de - materialized form. As on 30th June 2009, 14,03,63,749 equity shares representing 99.55% of your Companys Equity Share Capital have been de-materialised.

LISTING AT STOCK EXCHNAGE

The Equity Shares of Company are listed on Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. The Company has paid annual listing fee to the Stock Exchanges for the year 2009 - 2010.

The Secured Redeemable Non Convertible Debentures of the Company are listed on Bombay Stock Exchange Limited.

The Global Depository Receipts (GDRs) of the Company are listed at London Stock Exchange and Foreign Currency Convertible Bonds (FCCBs) are listed at Singapore Stock Exchange.

STATUTORY INFORMATION

- Particular of Employees under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 - Details are given in the Annexure and form part of this Report.

- Statutory details of Energy Conservation and Technology Absorption, R & D activities and Foreign Exchange Earning and Outgo, as required under Section 217(1) (e) of the Companies Act, 1956 and rules prescribed there under i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure and form part of this Report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys auditors confirming compliance of Corporate Governance norms as stipulated in clause 49 VI of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review as required under clause 49 of the Listing Agreement with Stock Exchange is presented in separate section forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed :-

- That in the preparation of the annual accounts for the year ended 30th June 2009, the applicable accounting standards have been followed;

- That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That the Directors had prepared the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial.

ACKNOWLEDGEMENT

Your Directors would like to convey their appreciation for all the co-operation and assistance received from the Government, Financial Institutions, Bankers and Stakeholders of the Company. Your Directors also express their appreciation of the dedication of employees in meeting all targets. We look forward to receiving the continued patronage of our business partners to become a better and strong Company.

By order of the Board For AMTEK AUTO LIMITED Sd/- Date 02.12.2009 (ARVIND DHAM) Place : New Delhi Chairman