Home  »  Company  »  Autoline Industries  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Autoline Industries Ltd.

Mar 31, 2016

Dear Members,

The Directors are pleased to present 20th Directors’ Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31, 2016.

FINANCIAL RESULTS

The financial highlights for the year under review compared to the previous financial year are given below:

(Rs.in Millions except EPS data)

PARTICULARS

Standalone

Consolidated

31.3.2016

31.3.2015

31.3.2016

31.3.2015

Revenue from operations (Net)

3110.72

3617.83

3111.16

5067.20

Earnings before Interest, Financial Charges, Depreciation, Tax & Amortization - EBIDTA

79.07

(150.74)

76.30

(43.06)

Less: Finance Cost

273.91

308.99

274.44

323.67

Less: Depreciation & amortization expenses

244.27

262.87

245.36

276.29

Add: Exceptional items

70.59

66.24

70.59

66.24

Add: Extraordinary items

(16.11)

341.07

(16.11)

16.23

Profit Before Tax

(384.63)

(315.29)

(389.02)

(560.55)

Tax Expense

1.30

10.72

1.30

10.11

Profit After Tax but before deducting minority interest(PAT)

(385.93)

(326.01)

(390.33)

(570.66)

Minority Interest

(1.87)

(1.44)

Profit Attributable to group

(388.45)

(569.22)

Earnings per Share (Basic) (in '')

(30.55)

(25.57)

(30.90)

(45.47)

Earnings per Share (Diluted) (in ''

(30.50)

(25.50)

(30.85)

(45.37)

PERFORMANCE REVIEW (CONSOLIDATED BASIS)

- Revenue from operations (Net) Rs.3111.16 Million (Previous Year Rs.5067.20 Million).

- Operating EBIDTA (Earnings before Interest, Financial Charges, Depreciation, Tax & Amortization) increased from Rs.(43.06) Million (F.Y. 2014-15) to Rs.76.30 Million.

- Profit Before Tax (PBT) increased from Rs.(560.55) Million (F.Y. 2014-15) to Rs.(389.02) Million.

- Profit after Tax (PAT) increased from Rs.(570.66) Million (F.Y. 2014-15) to Rs.(390.33) Million.

Performance on consolidated basis is not comparative because of sale of overseas subsidiary of the Company in the month of December, 2014.

Since the Company has incurred loss during the year under review the Company does not propose to transfer any amount to reserve.

The standalone revenue from operations of the Company for the year ended March 31, 2016 was Rs.3110.72 Million (net of excise duty) down by 16% as compared to previous year of Rs.3617.83 Million (net of excise duty). The fall in the price of Sheet Metal up to 11%, which is the basic raw material for the Company’s final products, was the prime reason for decrease in the revenue as compared to previous year. The bottom line of the Company during the year under review is in negative but it would be significant to note here that the loss of the Company for the year ended March 31, 2016, before considering income from Extra-ordinary Items and Tax expenses, decreased by Rs.287.84 million i.e. 43.85% as compared to previous year losses of Rs.656.36 Million, in spite of decline in top line. The Company could control the losses on account of various efforts taken during the year under review such as cost cutting in materials, logistics, maintenance, manpower, increase in operational efficiency, consolidation of business etc.

On net basis, the Company registered loss of Rs.385.93 Million as compared to the loss for previous year of Rs.326.01 Million. Previous year’s Extra-ordinary Items included Profit from Sale of USA subsidiary of Rs.341.07 Million.

The Auto-Component Industry is completely dependent on the performance of Original Equipment Manufacturers (OEMs). Stagnant position or nominal growth of the OEMs majorly impacted the performance of Auto-Component Industry. Your Company’s performance is also dependent on the performance of few OEM customers and segment in which the Company supply its manufactured items.

DIVIDEND

In view of losses incurred during the year under review, the Board of Directors do not recommend dividend for the financial year 2015-16. No dividend was declared in the previous year.

STATE OF THE COMPANY’S AFFAIRS AND BUSINESS OVERVIEW

Your Company is operating in Auto-component, Auto-ancillary sectors and last few years have been very tough for the Auto-Component Industry in India. Continued slump in vehicle sales not only curbed revenue growth for the component sector, but also put severe pressure on the cash flows and industry’s ability to stand for survival. Your Company’s long standing position, profitable investment, well designed corporate strategy and quality works helped to absorb the set back and could hold the strong position in the Industry during the challenging times for Auto Industry.

After a bleak of few years, the Indian automobile and auto component industry is showing signs of a turnaround. According to data of Society of Indian Automobile Manufacturer (SIAM), the growth in domestic sales of passenger vehicles de-railed during 2013-14 which restored during the year 2014-15 and registered growth of 7.24% during the year 2015-16. The domestic sales of Commercial Vehicles registered growth of 11.50% during the year 201516 over the period 2014-15.

The Government of India too is proactive and intervened positively on several counts for the Industry. Reform in Government policy such as 100 per cent FDI under the automatic route which encouraging the foreign investment in the automobile sector, ‘Make-in-India’ campaign to make India a manufacturing hub, plans to set up a separate independent department for Transport, comprising of experts from the automobile sector to resolve issues such as those related to fuel technology, motor body specifications and fuel emissions, apart from exports giving boost to the Automobile sector.

Apart from government initiatives, low manufacturing and labor cost accompanied by availability of manpower, large and growing domestic automobile market of India, competitive advantages facilitating emergence of outsourcing hub etc. are the factors driving growth in the Indian auto component sector. The large overseas automotive companies like Volvo, VW, GM, Bosch, Magna etc. are investing into the Indian automotive market which will create not only a large market but a global manufacturing and export hub in India.

Your Company has geared up to grab the new opportunities generating from the positive development and industry promotion measures and the company has initiated various steps to overcome from the current distress position.

Issue of fresh Equity Shares on Preferential Basis

With the intention to infuse own long term funds in the Company, the Board of the Company, with the approval of members of the Company, has allotted 8,90,000 Equity Shares having face value of Rs.10/- each at a price of Rs.70/each (Including premium of Rs.60/- each) on preferential basis to the promoters of the Company in the Month of December, 2015. Thereby your Company has received capital to the tune of Rs.6.23 Crores and utilized it for repayment of loans and working capital requirements. With this issue, paid up share capital of the Company has increased to Rs.13,23,10,540/divided into 1,32,31,054 equity shares of Rs.10/- each. The newly allotted shares have been listed on NSE and BSE.

Set-up of new manufacturing facility at Chennai

Chennai has been emerged as an automobile hub in India and to tap this growing market and to meet the requirement of existing valuable customers your Company has set up a manufacturing /assembly unit in Chennai on rented premises. Set up in Chennai will give comfort and sense of local presence of the Company to new as well as existing customers and open up more business opportunities to the Company. This facility will be operational by the end of second quarter of Financial Year 2016-17.

Launching of own products in Auto and Non-Auto Segment

As reported in previous Annual Report that your Company is in the process to enter into designing and manufacturing of four wheeler accessories and it has turned into reality. Your Company has launched its own designed and manufactured four wheeler accessories for selected models during the year under review. Your Company is confident that the growing four wheeler accessories market in India will support the Company to capture accessories market gradually.

Your Company has also entered into hospital equipment like special foldable beds, all type of tables, stands etc. by using existing infrastructure and available resources with the Company. These new launches unfold strength and capabilities of your company and open up new opportunities even in the persisting adverse market conditions.

Installation of Durability Testing Chamber for ABC Pedal Assembly

Your Company is one of the major manufacturer of owned design Accelerator, Brake & Clutch (ABC) pedals. Currently the Company is supplying pedals to renowned Original Equipment Manufacturers (OEMs) which contribute approx. 10% to its Top Line.

Accelerator, Brake & Clutch (ABC) pedals are most important components in an automotive. Designing of ABC Pedal Assembly plays a crucial role in enhancing driving comfort, safety & performance of the vehicle and also gives feeling of confidence and satisfaction to the Automobile manufacturers, OEMs directly or indirectly.

Earlier the Company was dependent on one of the overseas resources for design validations process which was extremely time consuming and expensive.

A machine known as Durability Testing Chamber, has been successfully installed and commissioned at the premises of the Company during the year under review. This will put your Company in the category of holding dominant position in Pedal Business in India and lead towards becoming a world leader in pedal business in near future.

Durability Testing Chamber is used to conduct the pedal box assembly Life cycle test by subjecting the unit to environmental conditions of heat, cold and humidity during a load / deflection cycle. Results of Accelerator, Brake and Clutch (ABC) are examined under extreme or typical operating conditions. For continuous improvement in product quality and reliability, it was important to build this rare testing facility in-house. This will boost the Company’s commitment to convert their "Customers Satisfaction to Customers Delight” by consistently striving hard and improving the Quality, Cost & Delivery of the product and improve the profitability.

Debt Restructuring

As reported in the previous Annual Report that Joint Lender Forum (formed by Bank of Baroda, The Catholic Syrian Bank Ltd, Axis Bank Ltd., NKGSB Co-op. Bank Ltd. and Vidya Sahakari Bank Ltd.) has approved restructuring of existing debts of the Company with effect from December 1, 2014 and issued their sanction letters. Accordingly the Company has got moratorium of 24 Months for payment of interest and repayment of principal installments. Interest rate has been reduced to 12% p.a. by all the Bankers of the Company.

The Bankers had sanctioned fresh term loans of Rs.25 Crores to support the Company during the process of debt restructuring and out of above Rs.22 Crores have been disbursed and balance of Rs.3 Crores is expected to be disbursed shortly. Repayment of fresh term loan and interest thereon will commence after moratorium period.

Financial assistance through Debt Restructuring revitalized the Company and the Company could concentrate to generate more business which ultimately, is the source of generating funds.

Diversification- Products as well as Customers

To tap Non-auto sector with minimum investment, the Company had started working on the projects of Indian Railways and Ministry of Defence and the process for Vendor Registration was completed in the previous year. During the year under review your Company has participated in various bids and received request for quotations (RFQs) for railway and defence projects. The Company has also got valuable orders from Indian Railways and confident for further orders.

Two years back your company had planned for customer diversification and results of your Company’s efforts are very enthusiastic. The Company is working to bring the ratio to 70:30 by March 2018. Your Company is also exploring business in construction equipment sector and is in discussion with Tata Hitachi, Wirtgen India and Hyundai construction for supplying construction and earthmoving components/items.

Your Company has well planned manufacturing set up keeping in mind transportation cost and adherence to strict delivery schedule. Your Company has also completed construction of factory shed/ building in 8100 Sq. mtrs of land situated at Plot No. 186 A of Belur Industrial Area, Dharwad. The Company is in the process to install plant and machinery by shifting the same from existing premises and/or purchase of balancing equipment/machinery. The Company is hoping to commence commercial production during 2nd half of current financial year. With these two new set up, Dharwad as well as Chennai, your Company’s presence expanded and diversified as per the requirement of customers.

Your Company is having full of range of Mechanical / Hydraulic Presses right from smallest 40 Ton to highest 2000 Ton Capacity and is the one of few companies in Pune to have 2000 Ton Capacity Press. Your Company is second largest in Pune for the ‘State of the Art’ Tool Room with capability for making upto 3.5 Meter long Dies/ Tools and is spread over 60,000 sq. ft. premises.

Your Company is supplying auto components and/or designing/engineering services to almost all Domestic and International Original Equipment Manufacturers (OEMs) such as Tata, General Motors, Volkswagen, Ashok Leyland, Nissan, Renault, Ford, Fiat, AMW Asia, Mahindra, Cummins etc. Your Company is providing Value Added Engineering Services in terms of both cost reduction and adaptation to Indian conditions with considerable cost savings. Continuous R & D efforts and development of new design and products is an ongoing activity in the Company and make your Company’s position strong in the auto industry.

Future Business Strategy

Your Company is focusing on optimum utilization of underutilized existing infrastructure by grabbing the opportunity in Auto sector as well as non-auto sector. The Company is taking efforts to improve its performance and exploring various business opportunities which can be executed with the support of existing infrastructure and minimum possible investment. Your Company has started to reap the fruits of hard work, the Company has procured new orders, in addition of regular business, from Tata Motors worth of approx Rs.47 crores and Ford Motors worth of approx Rs.6 crores in first two months of current financial year. The Company has received Request for Quotations (RFQs) near to Rs.130 crores from existing customers and Rs.50 crores from new customers during the previous year and till this reporting. Details on future business plans, opportunity, challenges, risks etc. are given in Management Discussion and Analysis Report which forms part of this Annual Report.

SUBSIDIARIES

I. Autoline Industrial Parks Limited (AIPL)

AIPL was incorporated to develop Industrial Parks, Township Projects etc. Moving towards this object, AIPL has purchased a piece of land at Village Mahalunge, Taluka, Khed, District Pune (MH), India for setting up of Township under the Special Township Project (STP) of Government of Maharashtra. AIPL had received locational clearance on September 10, 2014 for the project and is pursuing for Environment Clearance for its special township project and various other activities are also going on simultaneously. The Government of Maharashtra on the application of AIPL has extended the locational clearance for further period of 1 year i.e. upto September 10, 2016. Application for Environment clearance has been submitted to State Expert Appraisal Committee and is at the advanced stage of approval.

II. Autoline Design Software Limited (ADSL)

ADSL is a multifaceted, end-to-end Engineering Solutions Company that provides Engineering and Designing Software Services and Business Solutions. With the help and support of ADSL, the Company’s position to its customers has improved as a provider of high end design, value engineering and mass-manufacturing capabilities that can continually innovate through process engineering, re-engineering and re-tooling to improve manufacturing efficiency. The Company is able to provide one stop complete solution to its valued customers, enabling a quick & fast response to customer from design concept to rapid prototype manufacturing. With the help of proven team of Design Engineers, Strong tool room and manufacturing backup ADSL is exploring new business opportunities with different customers for off-shore and onsite engineering services.

ADSL has completed self-initiated projects of four wheeler accessories and medical equipment for Autoline Industries Limited and the project of B562-I Pedal System (MT & AT) awarded by Ford India for worth of Rs.1.74 crore during the year under review. ADSL is also working on couple of new projects of Ford Motors and other valuable customers and expecting sizeable orders. ADSL is in hand one another self-initiative project and hoping for successful execution in the current financial year.

III. Koderat Investments Limited, Cyprus - (Koderat)

In September 2008, the Company acquired 100% stake in Koderat Investments Limited “Koderat”, a Company incorporated and existing under the laws of Cyprus; acting as a Special Purpose Vehicle (SPV). Further “Koderat” acquired 49% equity share capital of “SZ Design Srl”, and “Zagato Srl”, Italian limited liability companies, Milan these companies are into the business of developing, designing and providing engineering services.

The net worth of the SZ Design, Srl, has been eroded due to various write offs. SZ Design Srl has been declared bankrupt by the Tribunal of Milan on January 2, 2015 and judiciary receiver has been appointed by the Bankruptcy Tribunal. The impact thereof is yet to be ascertained.

Net assets value of Zagato Srl has turned into negative due to incurring of losses in previous years and majority shareholder of Zagato Srl has passed resolution to exclude Koderat Investment Ltd. as a shareholder. Your Company is examining this matter carefully and impact of thereof is yet to be ascertained.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in the prescribed Form MGT-9 is enclosed as “Annexure-A” to this Annual Report.

SUBSIDIARIES’ PERFORMANCE

A Report on the performance and financial position of each of the subsidiaries of the Company pursuant to Rule 8 (1) read with Rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is annexed as “Annexure -B” and forms a part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company is duly constituted with adequate mix and composition of executive, nonexecutive and independent directors. There were no changes in the directors or key managerial personnel by way of appointment, re-designation, resignation, death or disqualification, variation made or withdrawn etc. with reference to reporting of details in previous annual report.

In accordance with the provisions of the Companies Act, 2013 and Company’s Articles of Association, Mr. Amit Goela (DIN: 01754804), Non-executive Director of the Company is liable to retire by rotation at the conclusion of this Annual General Meeting and being eligible, he has offered himself for re- appointment at upcoming Annual General Meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

i) In the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) 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 on March 31, 2016 and of the loss of the Company for that period;

iii) The Directors have taken 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) The Directors have prepared the annual accounts on a going concern basis.

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

vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively, which are being further strengthened.

NUMBER OF BOARD MEETINGS

The Board of Directors duly met Seven (7) times in the year. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

INDEPENDENT DIRECTORS

Mr. Prakash Nimbalkar (DIN: 00109947), Mr. Vijay Thanawala (DIN: 00001974) and Dr. Jayashree Fadnavis (DIN: 01690087) are the Independent Directors on the Board of the Company and have remained independent throughout the year as contemplated in section 149(6) of the Companies Act, 2013. Further, all the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company familiarizes the Independent Directors through various Programmes regarding the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The details of such familiarization programmes are put on the Company’s website and can access at the link http://www.autolineind.com/?page id=916

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on various parameters such as level of engagement, contribution and independence of judgment; thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

NOMINATION & REMUNERATION COMMITTEE AND COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Your Company has duly established a Nomination and Remuneration Committee. The Committee has presented to the Board the policy with respect to appointment of directors including criteria for determining qualifications, positive attributes, independence of directors, remuneration for the directors, key managerial personnel and other senior employees etc. and thereafter the Board approved the same. The Nomination and Remuneration Policy of your Company is enclosed to this Annual Report as “Annexure-C”.

The Non-executive Directors have no pecuniary relationship or transactions with the Company. Further the Company makes no payments to the Non-executive Directors other than sitting fees which is in accordance with the provisions of the Companies Act, 2013 and the Rules made there under.

RISK MANAGEMENT POLICY

Your Directors have formed a Risk Management Committee chaired by Mr. Prakash Nimbalkar (DIN: 00109947). A Risk Management Policy is also in place. The Management has put in place adequate and effective system and resources for the purposes of risk management.

At present your company has not identified any element of risk which may threaten the existence of your company except the general and business risks as given under the para Threats and Risks and Concern in Management Discussion and Analysis Report which forms part of this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Audit Committee of the Board. The Internal Auditors/Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted CSR Committee and composition of CSR Committee is given in the Corporate Governance Report of the Company.

The Company has incurred losses during previous three financial years and hence the provisions of Section 135 of the Companies Act, 2013 with respect to CSR activities are not applicable to your Company.

AUDIT COMMITTEE

Your Company has established an Audit Committee whose composition and other details are mentioned in the Corporate Governance report.

The Audit Committee, on a regular basis, gives its recommendation to the Board. The Board gives due consideration to those recommendations. However, there have been no instances of recommendations given by the Audit Committee not being accepted by the Board during the year under review.

AUDITORS

STATUTORY AUDITORS

M/s. A.R. Sulakhe & Co. Chartered Accountants (FRN 110540W) who are the statutory auditors of your Company, hold office, in accordance with the provisions of the Companies Act, 2013 up to twenty third Annual General Meeting of the Company and whose appointment is subject to ratification by the Members at every Annual General Meeting and at a remuneration as may be decided by the Board. They have confirmed their eligibility for being Auditors of the Company under the Companies Act, 2013 and that they are not disqualified.

Auditors’ Report:

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. KANJ & Associates, Company Secretaries, Pune, a firm of Practicing Company Secretaries, were engaged by your Board for the purposes of Secretarial Audit for the year ended March 31, 2016.

Secretarial Audit Report in terms of Section 204(1) is enclosed as “Annexure D”.

The Secretarial Auditors in their Secretarial Audit Report have observed that:

A. Listing Agreement

1. The audited financial results for the year ended 31st March, 2015 were fled within the time limits prescribed under clause 41 (1) (c) (ii) of the Listing Agreement. However the same were not accompanied by the Auditors’ Report, which was submitted to Stock Exchanges on 27th August, 2015.

Comments by the Board of Directors: The Company inadvertently missed to submit the Auditors’ Report to the Stock Exchanges within prescribed time which resulted in delayed submission.

B. Foreign Exchange Management Act, 1999

1. The Company has not fled Annual Performance Report of its wholly owned subsidiary Koderat Investments Limited, Cyprus for the financial year, 2014-15. Thus to that extent it has not complied with Regulation 15 of the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2000.

Comments by the Board of Directors: Koderat Investment Limited is acting as special purpose vehicle and acquired 49% stake of “SZ Design Srl” and “Zagato Srl” Italian limited liability companies and these companies are into liquidation/ bankruptcy stage and the audited accounts of these companies for the relevant period are not released and made available to us and therefore the Audit of Accounts of Koderat Investment Limited for the financial year 2014-15 is yet not completed and Annual Performance Report of Koderat Investment Limited (wholly owned subsidiary) has not filed. The Company will file the same immediately after receipt of Audited Accounts of Koderat Investment Limited.

2. In the financial year 2014-15, the Company had disinvested its entire investment in Autoline Industries Inc., USA, a wholly owned subsidiary. However the Company has not yet fled part IV of Form ODI reporting such disinvestment as per the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2000.

Comments by the Board of Directors: At the time of disinvestment in Autoline Industries Inc., USA, the Company applied for change in authorized dealer to facilitate inward remittance. Since the RBI formalities relating to change in authorized dealer are still in process the Company could not file part IV of Form ODI reporting and will be filed as soon as the said formalities relating to change in Authorized dealer are completed.

INTERNAL AUDITORS

Your Company has appointed M/s. Ketan H. Shah & Associates, Chartered Accountants, Pune as Internal Auditors for financial year 2016-17 under Section 138 of the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a vigil mechanism in the form of Whistle Blower Policy (WBP) to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

LOANS, GUARANTEES AND INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DEPOSITS

Your Company has not accepted any deposits from the public falling within the ambit of Section 73 under chapter V of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

RELATED PARTIES TRANSACTIONS

All related party transactions, that were entered into during the financial year, were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their associates /relatives which may have a potential conflict with the interest of the Company at large.

All the Related Party Transactions were approved by the Audit Committee and also by the Board, wherever necessary. The Audit Committee has also granted omnibus approval for related party transactions that were repetitive in nature by following the requirements as laid down in the Companies Act and Rules made there under, Clause 49 of the erstwhile Listing Agreement and Regulation 23 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has not entered into any transactions with related parties during the year under review which require reporting in Form - AOC-2 in terms of Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The policy on Related Party Transactions and the Policy on Determination of Material Subsidiaries as approved by the Board is also uploaded on your Company’s website www.autolineind.com.

OTHER MATTERS

i. No significant or material orders were passed by the Regulators or Courts or Tribunals which will impact the going concern status and Company’s operations in future.

ii. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) of the Company and its associates are covered under this policy.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

iii. The Company has not issued Equity Shares with differential rights as to Dividend, Voting or Otherwise.

iv. The Company has not issued shares (including Sweat Equity Shares) to employees of the Company under any Scheme.

v. No material changes and commitments occurred during April 1, 2015 till the date of this Report which would affect the financial position of your Company.

vi. There has not been any change in the nature of business of the Company during the year under review.

CORPORATE GOVERNANCE

As per the Regulation, a separate section on corporate governance practices followed by your Company, together with a certificate from the Company’s Auditors confirming compliance forms an integral part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure-E”.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as under:

Sr. No.

Particulars

(i)

The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year

Name of the Director

Ratio

Mr. Shivaji Akhade (DIN: 00006755)

45.21

Mr. Sudhir Mungase (DIN: 00006754)

36.17

Mr. Umesh Chavan (DIN: 06908966)

45.21

(ii)

Percentage increase in remuneration of each director, CEO, CFO and CS in the financial year 2015-16.

Name of the Director & KMPs

% Increase

Mr. Shivaji Akhade

NIL

Mr. Sudhir Mungase

NIL

Mr. Umesh Chavan

NIL

Mr. R T Goel (CFO)

NIL

Mr. Ashish Gupta (CS)

NIL

(iii)

Percentage increase in the median remuneration of employees in the financial year 2015-16

0.55%

(iv)

Number of permanent employees on the rolls of Company;

1238

(v)

Explanation on the relationship between average increase in remuneration and Company performance

The Company has incurred loss during the financial year 2015-16 of Rs.385.93 million as compared to loss of Rs.326.01 million during the financial year 2014-15 and after considering overall performance of the Company the remuneration was not increased during the financial year2015-16 except for few cases.

(vi)

Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company;

Performance of the Company was not satisfactory for the financial year 2015-16. Since the Company has incurred loss during the financial year 2015-16 of Rs.385.93 million as compared to loss of Rs.326.01 million during the financial year 2014-15, there is no increase in the remuneration of Key Managerial Personnel during the financial year 2015-16.

The remuneration paid to the KMP of the Company is in accordance with the remuneration policy of the Company which, while deciding such remuneration, gives due consideration to trend in the industry, qualification, experience, contribution to Company, past performance, past remuneration and other relevant factors.

(vii)

Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies.

Particulars

March 31, 2016

March 31, 2015

Market Capitalization

Rs.49.12 Cr

Rs.73.61 Cr.

PE Ratio

(1.22)

(2.33)

Market Capitalization decreased by 24.49 Cr. as compared to previous year (based on BSE and NSE average date). PE ratio is in negative because of losses incurred by the Company during FY 2014-15 and 2015-16.

The Company had allotted equity shares on public offer of equity shares on January 24, 2007 at a price of Rs.225/- each and closing price on BSE & nSe (Average) was Rs.37.13 as on March 31, 2016. Thus market price per share has decreased by 83.50% since last public offer.

(viii)

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

There is average 1% increment arrived in the salary of employees other than Key Managerial Personnel during the F. Y. 2015-16 on account of increment given to one group of Non-Managerial employees. There is no increase in the salary of Key Managerial Personnel.

(ix)

Comparison of the each remuneration of the Key Managerial Personnel Against the performance of the Company

The Company has incurred losses during the financial year 201516 of Rs.385.93 million and during the financial year 2014-15 ofRs.326.01 million. There is no increase in the remuneration of KMP during financial year2015-16.

(x)

The key parameters for any variable component of remuneration availed by the directors

The remuneration package of Mr. Umesh Chavan, CEO & Executive Director contains variable component. The key parameters for the variable component are:

1. 1% of Net profit on new business developed by Mr. Umesh Chavan.

2. 10% on Cost reduction achieved in material and direct manufacturing costs every year as compared to previous financial years.

(xi)

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

There are no employees in the Company who are paid remuneration in excess of the highest paid Director during the year.

(xii)

Affirmation

The Board affirms that the remuneration paid to the Directors and other employees is as per the remuneration policy of the Company.

Information as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Particulars of Employees whose remuneration aggregated to Rs.60 Lakhs per annum or Rs.5 lakhs per month during FY 2015-16

S. No.

Name

Age

Designation

Remuneration Total (Rs. In Millions)

Qualification

Exp. in Years

Date of Joining

Last Employment

Nature of Employment whether Contractual or Otherwise

% of Equity Shares Held

Whether any such employee is relative of any Director and if so name of such Director

1

Mr. Shivaji Akhade

50

Managing Director

6.00

B.Com

24

01-10

2011

Contractual

8.15

Mr. Sudhir Mungase (Whole-time Director) is brother-in -law of Mr. Shivaji Akhade

2

Mr. Umesh Chavan

43

Executive Director & CEO

6.00

BE, MBA, Ex. MBA

22

06-06

2014

Cummins India Limited

Contractual

Nil

SHAREHOLDING OF DIRECTORS AS ON MARCH 31, 2016

Sr. No.

Name of the Director

DIN

No. of Equity Shares

Percentage Holding

1

Mr. Prakash Nimbalkar

00109947

6700

0.05%

2

Mr. Shivaji Akhade

00006755

1078681

8.15%

3

Mr. Sudhir Mungase

00006754

1045958

7.91%

4

Mr. Umesh Chavan

06908966

NIL

NIL

5

Mr. Amit Goela

01754804

125000

0.94%

6

CA Vijay Thanawala

00001974

2525

0.02%

7

Dr. Jayashree Fadnavis

01690087

NIL

NIL

INTER SE RELATIONSHIP BETWEEN DIRECTORS

There are no inter se relationships between the Directors except that Mr. Sudhir Mungase, Whole-time Director of the Company is brother-in-law of Mr. Shivaji Akhade, Managing Director of the Company.

EMPLOYEES’ STOCK OPTION SCHEME - ESOS

In accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Company has instituted Employee Stock Option Scheme 2008 (Autoline ESOS 2008) pursuant to the Special Resolution passed by Shareholders at 12th Annual General Meeting held on September 27, 2008. As per Autoline ESOS 2008, 1,60,000 Options were granted to 171 Permanent employees and 15,000 options were granted to 5 Independent Directors. During the year under review, no options were exercised and two employees holding 1638 options have resigned.

These options are available for re-issue. The details of the scheme as per Companies (Share Capital and debentures) Rules, 2014, SEBI (ESOP and ESPS) Guidelines 1999 and SEBI (Employee based benefits Scheme) Regulations, 2014 are given in the “Annexure-F” to this Annual Report.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation for the assistance and co-operation received from the various Central and State Government Departments, customers, vendors and lenders specifically Bank of Baroda, The Catholic Syrian Bank Ltd., Axis Bank Ltd., NKGSB Co-op. Bank Ltd., Vidya Sahakari Bank Ltd. for extending financial support by way of sanctioning Debt Restructuring Package and fresh term loans and to Tata Motors Ltd., Tata Capital Financial Services Ltd. for their continued help and support during a very challenging times of the Company. The directors also gratefully acknowledge the support given by and trust entrusted by all shareholders of the Company and directors also wish to place on record their deep sense of appreciation for unstinted commitment and committed services by all the employees of the Company.

For and on Behalf of the Board

Prakash Nimbalkar

CHAIRMAN

Pune, May 28, 2016 DIN:00109947


Mar 31, 2014

The Directors present their 18th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2014.

FINANCIAL RESULTS:

The financial highlights for the year under review compared to the previous financial year are given below:

(in Millions except EPS data)

PARTICULARS Standalone Consolidated

31.3.2014 31.3.2013 31.3.2014 31.3.2013

Revenue from operations (Net) 3,969.07 5,733.27 6,770.54 8,006.85

Earnings before Interest, Financial Charges, Depreciation, Tax & 25.20 420.14 247.26 625.27

Amortisation - EBIDTA

Less: Finance Cost 311.36 344.66 338.72 374.84

Less: Depreciation & amortization expenses 220.28 198.51 246.70 230.75

Add: Exceptional items 63.72 67.88 63.72 67.88 Less: Extraordinary items 107.01 - 107.01 -

Profit Before Tax (549.73) (55.15) (381.45) 87.56

Tax Expense 2.29 (64.79) 18.17 (19.15)

Profit After Tax but before deducting minority interest (PAT) (552.01) 9.64 (399.62) 106.71

Minority Interest - - (2.06) (2.39)

Profit Attributable to group - - (397.56) 109.10

Earnings per Share (Basic) (in) (44.10) 1.67 (31.52) 9.81

Earnings per Share (Weighted Average) (in Rs..) (44.67) 0.78 (32.17) 8.87

PERFORMANCE REVIEW (CONSOLIDATED BASIS):

Revenue from operations (Net) Rs.. 6770.54 Millions (Previous Year Rs.. 8006.85 Millions).

Operating EBITA (Earnings before Interest, Financial Charges, Depreciation, Tax & Amortisation) decreased from Rs.. 625.27 Millions to Rs.. 247.26 Millions.

Profit before Tax decreased (PBT) from Rs..87.56 Millions to Rs.. (381.45) Millions.

Profit after Tax (PAT) decreased from Rs.. 106.71 Millions to Rs.. (399.62) Millions.

DIVIDEND:

In view of losses incurred, the Board of Directors do not recommend dividend for the financial year 2013-14. [Previous Year Rs.. 1.00 per equity share (i.e. 10%) amounting toRs.. 14.34 Millions including Dividend Distribution tax].

OVERVIEW OF PROGRESS AT VARIOUS PLANTS:

Your Company operates through Eleven manufacturing facilities and Design & Styling Centers.

Your Company proposes to consolidate the six existing plants in Pune and bringing them under one roof at Chakan Unit II with multiple advantages. This will reduce the number of locations to three (from existing six). On consolidation, your Company proposes to dispose of those Assets and realize a sum to the tune of approx. Rs.. 250 Millions. The consolidation will result in substantial operational efficiencies and costs savings by avoiding inter-plant movements, reduced manpower and considerable savings in overheads.

The consolidation will help utilize the credit in excise duty account to the tune ofRs.. 60 Millions and higher utilization of VAT credit (unused Credit available - Rs.. 440 Millions approx.) and thus help in improving liquidity. The credit is due to high capital investments made in Chakan Unit II plant and low utilization over the period.

FUTURE PLANS:

Your Company will be gaining market edge by incorporating following Strategic Objectives which will be the centre of the activity flow at Autoline.

1) Focus on enriching the life of employees ;

2) Having delighted customers, to bring true value to Shareholders;

3) Financial step- up to boost the net profit, ROI and cash flow;

4) Achieving the desired results through the Framework of diversification of business, efficiency improvement and growth mind set as the primary drivers;

Your Company is planning to increase exports from current 2 % to 20 % in next 3 years by targeting current customers of Autoline Industries USA, Inc. for sheet metal and fabrication.

Your Company proposes to diversify the customer base from Automotive to non -Automotive sectors like Power, Construction and Industrial. This will reduce the dependency of Automotive sector from current 95 % to 60 % by increasing the share of businesses. This will also open new market segments for your company and more opportunity for growth. Your Company will also focus more in domestic market for increasing the share with customers like Ford, General Motors, Volkswagen, Mahindra & Mahindra etc.

Your Company has been awarded sizable business to supply major Assemblies for the new upcoming models which has been recently launched by Tata Motors Ltd. The SOP will start with effect from July, 2014 onwards.

Your Company proposes to set up a manufacturing facility at Chennai- "The Detroit of South Asia" which is emerging as the leading automotive hub in India with a base of over 30% of India''s automotive industry and 35% of its auto components industry. Your Company proposes to get assured additional business from Ashok Leyland - Nissan, Daimler India, Isuzu Motors for its Heavy and Light Commercial Vehicles and also explore the possibility for development of business for Passenger Vehicles with Ashok Leyland - Nissan, Renault Nissan, Ford, Kamaz Vectra etc.

Autoline Industrial Parks Limited - (AIPL):

AIPL (a subsidiary of Autoline Industries Limited) proposes to develop infrastructure for setting up of Township under Special Township Act (STP) vide Notification No. TPS-1804/Pune R.P DCR /UD -13 dated November 16, 2005 at Village Mahalunge, Taluka, Khed, District Pune, State - Maharashtra, India under the Special Township Project (STP) of Government of Maharashtra. AIPL has filed an application for constructing Special Township at Village Mahalunge, Taluka Khed, District Pune on its land, to Government of Maharashtra, Mumbai.

During the period under review and till date, AIPL, has acquired further land so as to meet necessary conditions and stipulations and taken necessary steps as per latest requirement of Urban Development Department, Government of Maharashtra. Hence the Location Clearance for the land (100 Acres under Special Township Project) is expected to be received shortly and thereafter Letter of Intent and all other approvals (including Environment Clearance from Ministry Of Environment & Forest [MOEF]) is expected.

Autoline Industries, Inc., Butler, Indiana, USA- (Autoline -Butler): [a 100% owned subsidiary Company]:

1.) This year Autoline-Butler has maintained its position in the pedal and park brake market. Your company is in the midst of launching a major GM park brake program in China and Europe and will be supplying over 600,000 park brake levers in these two continents.

2.) Autoline-Butler will be fulfilling these contracts by successfully managing the manufacturing of the components through partner companies in Europe and China.

3.) Autoline-Butler continues to focus its efforts on operational improvement, cost reductions and profit improvement objectives throughout the year.

4.) Autoline-Butler has also launched a new lightweight pedal technology which is already in production. Further technological innovations are geared towards improving fuel economy of vehicles by reducing the weight of the products.

5.) During the year under review your company successfully implemented $ 500,000 of cost savings.

6.) Patents: Autoline-Butler have successfully filed and got approval for one patent globally for a crash release mechanism specifically used in General Motor products.

DEP Autoline USA, Inc. and Nuvent Technologies Private Limited:

Your Company had made investment in 30,600 shares in DEP Autoline USA, Inc. in financial year 2007-08 by way of remittance of USD 2.40 Millions (Rs.. 98.00 Millions) and balance by issue of 5,38,125 shares of the Company at an issue price of Rs.. 400/- per share (including premium of Rs.. 390/- per share). In September, 2013 as per Share Purchase Agreement entered with DEP Autoline USA, Inc., your Company has disinvested its remaining 40% stake / shares held in DEP Autoline USA Inc. and has received USD 3.50 Million (Rs.. 217.30 Millions) as per present fair value towards full and final settlement. The loss on account of disinvestment has been accounted for as an extra-ordinary item. Further your Company has sold the remaining 40% stake /shares held in Nuvent Technologies Private Limited for consideration of Rs.. 0.25 Millions as part of the whole deal.

SZ Design, Srl and Zagato Srl ("ZAGATO") Milan, Italy:

The net worth of the SZ Design, Sri, (under liquidation) has been eroded due to various write offs. On June 13, 2012 the Court of Milan, Italy have rejected the request for "Concordato Preventivo" under the Italian Laws filed in June, 2011. SZ Design, Sri has challenged before the Supreme Court of Cassation the decision of the Court of Appeal of Milan of November 15, 2012 which rejected SZ Design'' appeal against the decision of the Tribunal of Milan that did not approve the proposal of Concordato Preventivo due to the opposition of the Tax Authorities. Nevertheless, there has not yet been a decision of the Supreme Court on this matter.

EXPORTS:

Your Company now exports Thirty one Sheet Metal Parts and Assemblies for Cummins Power Generation USA and Cummins Filtration USA. During the financial year 2013-14, the Company has exported worth USD 1.48 Million (Rs.. 88.29 Millions). Your Company also made tooling for Export Parts through which a business of USD 0.11 Million (Rs.. 6.21 Millions) was achieved.

MEGA PROJECT:

As per the Package Scheme of Incentives (PSI) 2007, your Company''s unit located at S. Nos. 313/314, Nanekarwadi, Chakan, Tal: Khed, Dist: Pune - 410 501 has been sanctioned Industrial Promotion Subsidy (IPS) amounting to Rs.. 773.80 Millions to be availed over a period of 7 years starting from October 1, 2009. The Company has received a credit of Rs.. 245.10 Millions till date. During the current financial year, the Company has claimed Industrial Promotion Subsidy under Package Scheme of Incentive, 2007 from Government of Maharashtra ofRs.. 58.27 Millions. Follow up for receipt of the balance subsidy ofRs.. 27.23 Millions of earlier years and Rs.. 52.44 Millions (90% ofRs.. 58.27 Millions) the claim for F.Y 2013-14 is being made. Further, your Company plans to submit the claims out of the total entitlement of Rs.. 773.80 Million on a yearly basis from Financial year 2013-14 onwards (to be claimed within 6 months of the end of each financial year).

FIXED DEPOSITS:

During the year under review, your Company has not accepted any deposits under the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 1975 framed thereunder.

CONSOLIDATED ACCOUNTS:

In accordance with the requirements of Accounting Standard AS - 21, prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts and Cash Flow are annexed to this report. The Consolidated Financial Results are based on the audited financial results of subsidiaries Autoline Design Software Limited and Autoline Industrial Parks Limited, except the Annual Un-audited financial statements of Koderat Investments Limited, Cyprus and Autoline Industries USA, Inc. and Autoline Stampings Ltd, South Korea.

During the year under review, the stake held in Autoline Industrial Parks Limited has been reduced from 51.12 % to 43.78 %. The Financial Results of Autoline Industrial Parks has been consolidated as per provisions of Companies Act, 1956 and as per Accounting Standard - 21 ( Consolidated Financial Results) issued by the Institute of Chartered Accountants of India to the extent of 43.78 %. Autoline Industrial Parks Limited continues to remain subsidiary within the meaning of Section 2(87) of the Companies Act, 2013.

Pursuant to provisions of Section 212 (8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its General Circular No. 02/ 2011 and 03/2011 dated February 8, 2011 and February 21, 2011 respectively read with General Circular No. 08/2014 dated April 4, 2014 has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Act which requires the attaching of the Balance Sheet, Statement of Profit and Loss and other documents of its subsidiary companies to its Balance Sheet. Accordingly, the said documents are not being included in this Annual Report. The main financial summaries of the subsidiary companies are provided under the Section ''Subsidiary Companies: Financial Highlights 2013-14'' in the Annual Report. The Company will make available the said annual accounts and related detailed information of the subsidiary companies upon request by any member of the Company or its subsidiary companies and the same will also be kept open for inspection by any member at the Head Office of the Company and the Subsidiary Companies on all working days during business hours.

FINANCIAL HIGHLIGHTS AS ON 31.3.2014 - DOMESTIC COMPANIES :

i) Autoline Design Software Limited :

The revenue from operations including exports was Rs.. 33.05 Millions (Previous Year Rs.. 28.30 Millions) The Company achieved net profit of Rs.. 1.13 Millions ( Previous year loss of Rs.. 3.86 Millions)

ii) Autoline Industrial Parks Limited :

The Company incurred loss of Rs.. 3.66 Millions ( Previous year loss of Rs.. 4.90 Millions)

FINANCIALS HIGHLIGHTS AS ON 31.3.2014 - FOREIGN COMPANIES :

i) Autoline Industries INC. USA :

The turnover increased to Rs.. 2444.47 Millions ( Previous Year turnover was Rs.. 2030.55 Millions) During the period the Company achieved a net profit of Rs.. 147.14 Millions (Previous Year net profit was Rs.. 86.30 Millions).

ii) Autoline Stampings Limited, South Korea :

Autoline Stampings Limited, South Korea achieved a turnover of Rs.. 439.36 Millions ( Previous Year turnover was Rs.. 337.90 Millions) and a net profit ofRs.. 8.73 Millions ( Previous Year net profit was Rs.. 20.78 Millions)

iii) Koderat Investments Limited, Cyprus:

Koderat Investment Limited, Cyprus a wholly owned subsidiary of the Company incurred a loss of Rs.. 0.93 Millions ( Previous Year loss ofRs.. 1.24 Millions)

RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION:

i) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 , read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is Given as an Annexure A to this report.

ii) Particulars under Section 217 (2A) of the Companies Act, 1956 read with Companies ( Particulars of Employees) Rules, 2011 as amended:

During the year under review, there was no person employed throughout the financial year who was in receipt of remuneration in aggregate of not less than Rs.. 60,00,000/- per annum or Rs.. 5,00,000/- per month. Hence the particulars required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rues, 2011 as amended are not given.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and Company''s Articles of Association Mr. M. Radhakrishnan, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for re- appointment at the Annual General Meeting.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Umesh N. Chavan was appointed as an Additional Director and designated as an Executive Director and Chief Executive Officer w.e.f. June 25, 2014 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from Mr. Umesh N. Chavan proposing signifying his candidature as a Director of the Company.

Mr. Umesh N. Chavan was appointed as an Executive Director and Chief Executive Officer of the Company with effect from June 25, 2014 subject requisite approval from Central Government and Shareholders by Special Resolution at the ensuing Annual General Meeting.

In terms of the Articles of Association of the Company, Mr. Prakash B. Nimbalkar and CA. Vijay K. Thanawala Directors retire at the ensuing Annual General Meeting. The Company has received requisite notices in writing from Mr. Prakash B. Nimbalkar and CA. Vijay K. Thanawala signifying their candidatures as an Independent Directors of the Company.

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.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, state and confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and that there are no material departures from the same;

(b) 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 at March 31, 2014 and of the Profit /Loss Account of the Company for that period;

(c) 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

(d) the Directors have prepared annual accounts of the Company on ''a going concern'' basis.

EMPLOYEES'' STOCK OPTION SCHEME - ESOS

In accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Company has instituted Employee Stock Option Scheme 2008 (Autoline ESOS 2008) pursuant to the Special Resolution passed by Shareholders at 12th Annual General Meeting held on September 27, 2008. As per Autoline ESOS 2008,1,60,000 Options were granted to 171 Permanent employees and 15,000 options were granted to 5 Independent Directors. During the year under review, 35781 options were exercised and 9 employees holding 2369 options resigned.

These options are available for re-issue. The details of the same are given in the Annexure - B to this report.

The Certificate from the Company''s Statutory Auditors in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed as Annexure - C.

CORPORATE GOVERNANCE:

Your Company has complied with the mandatory provisions of Clause 49 of the Listing Agreement relating to Corporate Governance, as amended from time to time. A separate section on Corporate Governance forms part of the Annual Report and the Certificate from the Company''s Statutory Auditors in terms of Clause 49 of the Listing agreement with Stock Exchanges is annexed as Annexure - D.

AUDITORS:

M/s. K V M D S & Associates, Chartered Accountants, Pune (bearing FRN 121347W) Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. However the Company has received letters from M/s. K V M D S & Associates, Chartered Accountants, Pune informing that they do not wish to be considered for re-appointment as Statutory Auditors. M/s. K V M D S & Associates, Chartered Accountants, Pune, Statutory Auditors of the Company will retire from the office of the Auditors at the forthcoming Annual General Meeting.

M/s. A.R. Sulakhe & Co. Chartered Accountants (FRN 110540), have consented to the appointment as Statutory Auditors. The Company has received letters from M/s. A.R. Sulakhe &Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such appointment.

The Statutory Auditors, if appointed, shall hold office from the conclusion of this Annual General Meeting to the conclusion of the fourth consecutive Annual General Meeting (subject to ratification of the appointment by the members at every Annual General Meeting held after this Annual General Meeting).

AUDITORS'' REPORT:

The observations made in the Auditors'' Report, read together with the relevant notes thereon are self-explanatory and hence does not call for any comments under Section 217 (3) of the Companies Act, 1956.

COST AUDITORS:

As per the Order of the Ministry of Corporate Affairs, the Cost Audit has become applicable for the Company. Accordingly, the Company has appointed Mr. S.G. Jog, Cost Accountant, Pune as the Cost Auditors for the financial year 2014-15. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Shareholders of the Company at the ensuing Annual General Meeting.

The due date for filing the Cost Audit Report in XBRL mode for the financial year ended March 31, 2013 was September 27, 2013 and the Cost Audit Report was filed by Mr. S.G. Jog, Cost Auditors on September 18, 2013. The Cost Audit Report for the financial year ended March 31, 2014 will be filed within the prescribed time.

ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board

Place : Pune (Prakash B. Nimbalkar)

June 25, 2014 Chairman


Mar 31, 2013

Dear Member(s),

The Directors are pleased to present their 17th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The financial highlights for the year under review compared to the previous financial year are given below:

(Rs. in Millions except EPS data)

Standalone Consolidated

PARTICULARS 31.3.2013 31.03.2012 31.3.2013 31.03.2012

Revenue from operations (Net) 5733.27 5837.09 8006.85 7480.03

Earnings before Interest, Financial Charges, Depreciation, 419.58 652.20 624.64 788.31

Tax & Amortisation- EBIDTA

Less: Finance Cost 344.66 286.25 374.84 311.61

Less: Depreciation & amortization expenses 198.50 194.58 230.75 210.52

Add: Exceptional items 68.51 203.86 68.51 203.86

Profit Before Tax (55.07) 375.23 87.56 470.04

Tax Expense (64.71) 40.50 (19.15) 75.15

Profit After Tax but before deducting minority interest (PAT) 9.64 334.73 106.71 394.89

Less : Minority Interest ---- ----- (2.39) (1.86)

Profit Attributable to group ---- ----- 109.10 396.75

Earnings per Share (Basic) (in ~) 1.67 28.33 9.81 33.41

Earnings per Share (Diluted) (in ~) 0.78 27.21 8.87 32.25

DIVIDEND:

The Board of Directors have recommended a dividend ofRs. 1/- per equity share (i.e.10 %) amounting to Rs. 14.34 Millions including Dividend Distribution tax, (Previous Year Rs. 4.00 per equity share (i.e.40%) amounting to Rs. 56.74 Millions including Dividend Distribution tax.)

PERFORMANCE REVIEW (CONSOLIDATED BASIS):

Revenue from operations (Net) increased by 7.04 % from Rs. 7480.03 Millions to Rs. 8006.85 Millions.

Operating EBIDTA (Earnings before Interest, Financial Charges, Depreciation, Tax & Amortisation) decreased by 20.76 % from Rs. 788.31 Millions to Rs. 624.64 Millions.

Profit before Tax (PBT) decreased by 81.37 % from Rs. 470.04 Millions to Rs. 87.56 Millions.

Profit after Tax ( PAT) decreased by 72.97 % from Rs. 394.89 Millions to Rs. 106.71 Millions.

OVERVIEW OF PROGRESS AT VARIOUS PLANTS:

A) Manufacturing facility at Chakan Unit II - Nanekarwadi, Chakan, India:

This particular plant has large press capacity varying from 500 Ton to 2000 Ton, inclusive of two nos. 1,000 Ton Double Action Press Machines. During the financial year under review, your Company has purchase done 900 Ton press as a standby for unexpected breakdown of certain Critical Presses and the same is under installation. The total number of presses installed in this plant are 17.

This particular plant is engaged in manufacturing of various sheet metal components along with major assembly lines for Structure Assembly, Door Assemblies, Roof panel, Vehicle Floors and other aesthetic items for various models of Tata Motors Limited (TML), Mahindra Navistar Automotive Ltd. and other OEMs.

During the year under review, your Company has set up dedicated assembly line for various assemblies for Mahindra Navistar Automotive Ltd. and has started supplying for its Heavy Commercial Vehicles as per awarded business.

On the future business development front, your Company is exploring the business possibilities with global automotive players like Foton, a Chinese Truck Maker, Jaguar Land Rover (JLR) Bharat Benz (Daimler trucks) etc. Initial visits from Foton, JLR and Daimler, Chennai have taken place and your Company is in further business discussions with them.

TOOL ROOM:

The State of the Art Tool Room is equipped with the best facilities for manufacturing various sheet metal large dies upto 4.5 Meters of world class quality along with in-house design facilities (CAD/ CAM team of about 25 engineers). Your Company has manufactured various tools for domestic and international OEMs like - TML, General Motors- India, Bajaj Auto Limited, Diamler India, FIAT India Pvt. Ltd, Cummins USA, American Axle Manufacturing, Volkswagen, Ashok Leyland - Nissan, etc.

B) Manufacturing facility at Chakan Unit III- Mahalunge - Chakan, India :

This unit manufactures Silencers, Tubular Cross Members, Exhaust Systems from Engine to Tailpipe and Radiator tubes, CAC inlet and outlet tubes for Heavy Commercial Vehicles (HCVs), Light Commercial Vehicles (LCVs) as well as Passenger Cars. This unit has a separate painting booth for painting exhaust systems and Structural Assemblies.

C) Manufacturing facility at Plot Nos. 5, 6 & 8, Rudrapur -Uttarakhand, India:

Your Company has set up manufacturing facilities located at Plot Nos. 5, 6 and 8, Sector 11, IIE, Rudrapur, SIDCUL, Uttarakhand which manufactures various sheet metal Press components, Welded Assemblies, Load Bodies and Small Mechanical Assemblies ( SMA) for various Models of Vehicles manufactured by TML, Ashok Leyland and other OEMs.

Your Company has installed the press shop which consists of 10 large presses ranging from 400 tons to 1200 tons and 14 medium presses ranging from 40 tons to 350 tons. Your Company has installed welding facility for manufacture of Low Deck Load Body, BIW parts, Foot Control Modules (FCM), Guide plates and Door Hinges.

During the year under review, the Company has set up and installed the Automated Welding Line for manufacturing of High Deck Load Body for TML''s Tata Ace with installed capacity of 400 per day. The Company has started supplying High Deck Load Body from October, 2012 as per roll out requirement for this Model in TML. The said High Deck Load Body was designed and developed by your Company''s Wholly Owned Subsidiary Company - Autoline Design Software Limited.

D) Manufacturing facility at Plot No. E-12-17 (7) and (8), MIDC, Bhosari, Pune, India:

Your Company is having world class Manufacturing facilities for various Pedal Control Systems (Foot Control Modules), Parking Brakes, Door Hinges, Mechanical Jacks and other Small Mechanical Assemblies for its domestic and International OEMs like TML, General Motors, India and Korea, Volkswagen India, Daimler India Commercial vehicles (Bharat Benz) and Ashok Leyland - Nissan, Ford Chennai and Sanand. This facility has been certified EMS 14001, OHSAS 18001 and TS 16949 and complies with the highest and stringent quality standards of the International OEMs. In-addition, this facility has also been qualified for General Motor''s QSB and Volkswagen''s formal Q Certification. This facility is equipped with a dedicated state of the art testing facility required for validating the safety of the critical product range which is being manufactured at this plant. This facility exports the GM Mini pedal systems to Korea as a part of GM global supply as single source.

Your Company has set up additional manufacturing facility at Plot No. E-12-17 (7), MIDC, Bhosari, Pune (Adjacent to Plot No. E-12-17 (8), MIDC, Bhosari, Pune). The Company has started its production for Volkswagen, Daimler and other OEMs. The press line of 6 Presses with capacity from 63 Ton to 350 Ton as well as 5 Ton overhead crane and 200 CFM compressor have been installed. Two assemblies have been set up for Volkswagen and four assemblies for Daimler. In addition to these products new awarded businesses from FORD, Ashok Leyland - Nissan and Renault Nissan will be established in this facility.

E) Manufacturing facility at Dharwad, Karnataka:

In October 2012, your Company has setup a manufacturing facility on a rented premises at Belur Industrial Area, Dharwad, Karnataka. Five major assemblies for the Commercial Vehicle are manufactured and delivered to TML, Dharwad from this plant. This plant has a capacity of manufacturing 400 Assemblies per day.

The Company also owns 2 acres land at Belur Industrial Area, Dharwad. Recently Bhumi Pooja was performed and all approvals for construction of building has been received. This proposed manufacturing facility along with a rented shed will be used to assemble the major components being supplied by your Company for the various vehicles manufactured at TML, Dharwad. Considering the proximity to Banglore this facility will also to be used to supply Auto Components to other OEMs like - Ashok Leyland- Nissan, Toyota located in this area.

FUTURE PLANS:

Your Company proposes to set up a manufacturing facility at Chennai- "The Detroit of South Asia" which is the leading automotive hub in India with a base of over 30% of India''s automotive industry and 35% of its auto components industry. The Company proposes to get assured additional business with Ashok Leyland - Nissan, Daimler India, Isuzu Motors for its Heavy and Light Commercial Vehicles and also explore the possibility of development of business for Passenger Vehicles with Ashok Leyland - Nissan, Renault Nissan, Ford, Kamaz Vectra.

Further your Company proposes to enter into the Aluminum Die Casting business which has good export potential and a thriving domestic demand. This would be a logical extension and your Company has requisite technical and marketing capabilities.

F) Autoline Industrial Parks Limited - (AIPL):

AIPL now proposes to develop infrastructure for setting up of Township under Special Township Act (STP) vide Notification No. TPS-1804/Pune R.P. DCR /UD -13 dated 16th November, 2005 at Village Mahalunge, Taluka, Khed, District Pune, State - Maharashtra, India under the Special Township Project (STP) of Government of Maharashtra.

During the year under review, AIPL has filed an application for constructing Special Township at Village Mahalunge, Taluka Khed, District Pune on its land, to Mantralaya, Mumbai. The location clearance is expected to take 4 months and then Letter of Intent and all other approvals (including Environment Clearance from Ministry Of Environment and Forest [MOEF]) within a overall period of approx. 12 months.

AIPL is continuing to explore the possibilities of a sale/ joint development in a manner most beneficial to all stakeholders. Negotiations are at different stages with few reputed corporate developers.

G) Autoline Design Software Limited, India : (ADSL)

End to end R&D support carried out during the year and its benefit to Autoline Industries Ltd and OEMs.:

Technological advancement and virtual product development process is directly involved in decrease in cost and waste. Here ADSL''s R&D team plays a significant role in supporting entire product life cycle and its implementation throughout the process.

a) ADSL has successfully carried out design and development work for Pedal system and parking brake for various OEM''s like TML, General Motors, and Ford Motors during the year 2012-13. For GM (M2XX) RHD Crash Mechanism of Pedal system has been developed, Renault Nissan manual transmission pedal assembly design has been completed. Parking brake design for Nano CNG and Renault Nissan has been completed and all the projects handed over to production.

b) Ford pedal system for manual and automatic transmission has been designed and handed over to production.

c) Product validation is being carried out with CAE group which helped in design modifications to reduce the number of iterations during the design process. CAE enabled ''earlier'' problem resolution, which reduced the costs associated with the product life cycle. The CAE team was involved in each major project of TML, Ashok Leyland, and General Motors during the year.

d) Considering the potential requirement of sheet metal assembly line, building a team of Jigs & Fixtures initiatives has been taken for various operations like welding inspection, assembly line for pedal system for various customers like Ashok Leyland, TML, and Varroc Polymers & Daimler.

e) On the marketing front, various R&D initiatives has been started to approach two/four wheelers OEM''s, few of them are Royal Enfield, Bajaj, Renault, Fiat etc. It helps to bring new tools and technologies, design knowledge and approach to find optimum solution for the product definition.

f) CAE (Initiative) - The mass optimization of 25% per seat of a two wheeler for VARROC has been achieved. The mass optimization done by taking the design considerations in to account. The mass optimization process with the help of CAE tools helped to reduce the overall tool modifications and hence the cost of modifications.

g) The Non-linear analysis of small assemblies like parking break, clutch pedal and brake pedal of GM, TML and ASHOK LEYLAND is carried out to achieve optimal design. Evaluated and refined analysis using computer simulations rather than physical prototype testing helped to reduce the efforts for the design modifications and development process. The results are 85-90% in relation with physical testing.

h) The optimization of heavy vehicle bracket for an excitation load is done. ADSL have presented this analysis in Altair national level paper seminar (HTC-2012 ) at Bangalore.

i) ADSL Structural design team has done the design of High deck load body of LCV for one of the largest OEM in India and also supported Autoline Industries Ltd to set up the line for production. Design support has been provided to Autoline Industries Ltd. to develop Cab tilt and Cab stay. ADSL styling team has come with styling solutions for Helmets, lighting systems, Two wheelers, concept design for interior and exterior for 4 wheelers and concept design for Consumer Goods. Small Mechanical Assemblies team has been instrumental in providing latest Pedal Systems, Jacks and Parking Brakes for leading automobile manufacturers globally like General Motors, Ford, Chrysler, Fisker, Ashok Leyland-Nissan and Daimler etc. ADSL has also been able to get a global order working closely with DEP Autoline Inc., USA for a European Auto manufacturer.

j) ADSL is also working closely with a leading Automobile OEM for conversion of an existing SEDAN to a LOAD CARRIER with minimum changes and cost effectiveness in close co-operation with DEP Autoline Inc., USA.

H) Autoline Industries, Inc., Butler, Indiana, USA- (Autoline -Butler):

1) During the year under review, Autoline -Butler continues to be a strong player in the pedal system, Park Brake and Jack Business units. The Company is executing a $ 92 Million USD Global Mechanical Park Brake contract over 6 years in 3 continents. Your Company now proposes to start its operations both in China and Europe through contract manufacturing partners in both of these countries. It has emerged as a key player in the Global Mechanical Park Brake segment. Your Company will now expand into these geographies and start servicing global OEMs in these regions.

2) During the year under review, your Company successfully implemented a $ 1 million USD profit improvement action program. The Company is happy to report that the program is off to a great start and your Company will achieve its target in this fiscal year.

3) A chassis spare tyre kit and a wheel chock program was launched supplying 350,000 units / year at an estimated value of USD 1.2 Million.

4) Your Company through Autoline Industries USA has been accepted at two additional OEMs in the US for supplying Jacks and Pedal assemblies and new programs are being quoted currently for launch in 2016.

5) The Company is very delighted to report a successful negotiation of a new three year contract with the Labour Union at the Butler operations.

I) SZ Design, Srl and Zagato Srl ("ZAGATO") Milan, Italy :

The net worth of the SZ Design, Srl, (under liquidation) has been eroded due to various write offs. On 13th June, 2012 the Court of Milan, Italy has rejected the request of "Concordato Preventivo" under the Italian Laws filed in June, 2011. However SZ Design, Srl, filed appeal against this decision. The appeal was discussed at a hearing held on 15th November, 2012. The Court of Appeal in Milan has dismissed the appeal of SZ Design, Srl. against the decision of the Milan Court which rejected the request of "Concordato Preventivo". The attorney of SZ Design, Srl informed that the SZ Design Srl., has filed the appeal before the Court of Cassation against the decision of the Court of Appeal of Milan to reject the "Concordato Preventivo proposal". As of today, no request for bankruptcy is pending. The Company will take suitable action after the decision.

J) EXPORTS:

Your Company now exports Thirty one Sheet Metal Parts and Assemblies for Cummins Power Generation USA and Cummins Filtration USA. During the financial year 2012-13, the Company has exported worth USD 1.61 Million (Rs. 86.45 Million). Your Company also made tooling for Export Parts through which a business of USD 0.045 Million ( Rs. 2.40 Million) was achieved. There was a 38.11% growth in exports as compared to the financial year 2011-12. During the period under review, your Company also exported Components worth Rs. 3.31 Million to South Korea.

FIXED DEPOSITS:

During the year, your Company has not accepted any deposits under the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 1975 framed thereunder.

MEGA PROJECT:

As per the Package Scheme of Incentives (PSI) 2007, your Company''s unit located at S. Nos. 313/314, Nanekarwadi, Chakan, Tal: Khed, Dist: Pune - 410 501 has been sanctioned Industrial Promotion Subsidy (IPS) amounting to Rs. 773.80 Million to be availed over a period of 7 years starting from 1st October, 2009. The Company received a credit ofRs. 101 Million on 11th June, 2012 towards IPS (being 85% of admissible IPS ofRs. 36.60 Million and Rs. 82.2 Million for the FY 2009- 10 and 2010-11 respectively) and Rs. 72.20 Million on 3rd December, 2012 (being 85% of admissible IPS ofRs. 84.90 Million for FY 2011-12). Further your Company has also submitted a claim for IPS for FY 2012-13 and a credit ofRs. 58.20 Million (being 85% of admissible IPS ofRs. 68.50 Million) is expected to be received shortly. Further, your Company plans to submit the claims out of the total entitlement of Rs. 773.8 Million on a yearly basis from Financial year 2013-14 onwards (to be claimed within 6 months of the end of each financial year).

CONSOLIDATED ACCOUNTS:

In accordance with the requirements of Accounting Standard AS - 21, prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts and Cash Flow are annexed to this report.

Pursuant to provisions of Section 212 (8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its General Circular No. 02/ 2011 dated February 8, 2011 has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Act which requires the attaching of the Balance Sheet, Statement of Profit and Loss and other documents of its subsidiary companies to its Balance Sheet. Accordingly, the said documents are not being included in this Annual Report. The main financial summaries of the subsidiary companies are provided under the section ''Subsidiary Companies: Financial Highlights 2012-13'' in the Annual Report. The Company will make available at any point of time the said annual accounts and related detailed information of the subsidiary companies upon request by any member of the Company or its subsidiary companies and the same will also be kept open for inspection by any member at the Head Office of the Company and the Subsidiary Companies.

FINANCIALS HIGHLIGHTS - DOMESTIC COMPANIES:

i) Autoline Design Software Limited :

The revenue from operations including exports was Rs. 28.30 Millions (Previous YearRs. 31.34 Millions) The Company incurred Loss ofRs. 3.86 Millions as against a Profit ofRs. 3.48 Millions) during the Previous Year.

ii) Autoline Industrial Parks Limited :

During the year under review the Company incurred loss of Rs. 4.90 Millions (Previous year Rs. 3.80 Millions).

FINANCIALS HIGHLIGHTS -FOREIGN COMPANIES:

i) Autoline Industries, INC. USA :

During the period under review, the turnover increased to Rs. 2030.55 Millions (Previous Year turnover was 1417.97 Millions). During the period the Company achieved net profit ofRs. 86.30 Millions (Previous Year net profit was Rs. 50.34 Millions.)

ii) Autoline Stamping Limited,South Korea:

During the period under review, the Autoline Stampings Limited, South Korea achieved a turnover of Rs. 337.90 Millions (Previous Year turnover was Rs. 259.93 Millions) and a net profit ofRs. 20.78 Millions (Previous Year net profit was Rs. 15.50 Millions).

iii) Koderat Investments Limited, Cyprus:

Koderat Investments Limited, Cyprus, a wholly owned subsidiary of the Company incurred a loss ofRs. 1.24 Millions (previous year loss ofRs. 5.35 Millions)

RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION:

i) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies ( Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as an Annexure - A to this report.

ii) Particulars under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 2011 as amended:

The particulars required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 2011 as amended is given as Annexure- B to this report.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Company''s Articles of Association Mr. Amit Goela retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for re- appointment at the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, state and confirm that:

(a) in the preparation of the annual accounts, the applicable Accounting Standards had been followed and that there are no material departures;

(b) 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 31st March, 2013 and of the Profit of the Company for that period;

(c) the Directors had 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;

(d) the Directors had prepared annual accounts on a going concern basis.

EMPLOYEES'' STOCK OPTION SCHEME - ESOS:

In accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Company has instituted Employee Stock Option Scheme 2008 (Autoline ESOS 2008) pursuant to the Special Resolution passed by Shareholders at 12th Annual General Meeting held on 27th September, 2008. As per Autoline ESOS 2008, 1,60,000 Options were granted to 171 Permanent employees and 15,000 options were granted to 5 Independent Directors. During the year under review, 44,496 options were exercised and 5 employees holding 3,292 options resigned. These options are available for re-issue. The details of the same are given in the Annexure - C to this report.

The Certificate from the Company''s Statutory Auditors in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed as Annexure -D.

CORPORATE GOVERNANCE:

Your Company has complied with the mandatory provisions of Clause 49 of the Listing Agreement relating to Corporate Governance, as amended from time to time. A separate section on Corporate Governance forms part of the Annual Report and the Certificate from the Company''s Statutory Auditors in terms of Clause 49 of the Listing agreement with Stock Exchanges is annexed as Annexure - E.

AUDITORS:

M/s. K V M D S & Associates, Chartered Accountants, Pune, Auditors bearing the FRN No, 121347W who are the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the FY. 2013-14. M/s. K V M D S & Associates, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of their eligibility for re-appointment.

AUDITORS'' REPORT:

The observations made in the Auditors'' Report, read together with the relevant notes thereon, are self-explanatory and hence does not call for any comments under Section 217 (3) of the Companies Act, 1956.

COST AUDITORS:

As per the requirement of the Central Government and pursuant to Section 233B of the Act, the audit of the cost accounts relating to Tractors and other motor vehicles (including automotive components) and Engineering machinery (including electrical and electronic product) is carried out every year. Pursuant to the approval of Ministry of Corporate Affairs, Mr. S.G Jog having registration No. 5599 was appointed as the Cost Auditors for auditing the Company''s cost accounts relating to the Company''s products for the F.Y 2012-13. An application has been made to the Central Government seeking their approval, for the appointment of Mr. S.G. Jog for auditing the Company''s Cost Accounts relating to the Company''s products for FY 2013-14. The Compliance Report for FY 2011-12 was filed by the Company on 21st December, 2012 well within the prescribed due date of 28th February, 2013. The Cost Audit Report for FY 2012-13 is expected to be filed within the prescribed time.

ACKNOWLEDGEMENTS:

The Directors would like to thank the investors, employees, customers, suppliers, bankers, all other business associates and various departments of Central Government and State Government for the continuous support extended by them to the Company and their confidence in its Management.



For and on behalf of the Board

Place : Pune (Prakash B. Nimbalkar)

Date : 18th May, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present their 16th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The financial highlights for the year under review compared to the previous financial year are given below:

(Rs. in Millions except EPS data)

Standalone Consolidated

PARTICULARS 31.3.2012 31.03.20 31.3.2012 31.03.2011

Revenue from operations (Net) 5840.59 4937.86 7483.52 6567.15

Earnings before Interest, Financial Charges, Depreciation, 650.51 596.07 782.52 741.03

Tax & Amortisation- EBIDTA

Less: Finance Cost 284.56 183.23 305.82 199.18

Less: Depreciation & amortization expenses 194.58 147.74 210.52 186.64

Add: Exceptional items 203.86 ---- 203.86 ----

Profit Before Tax 375.23 265.10 470.04 355.21

Tax Expense 40.50 64.49 75.15 73.15

Profit After Tax but before deducting minority interest (PAT) 334.73 200.61 394.89 282.06

Less : Minority Interest ---- ---- (1.86) 8.67

Profit Attributable to group ---- ---- 396.75 273.39

Earnings per Share (Basic) (in Rs.) 27.43 16.44 32.51 22.40

Earnings per Share (Weighted Average) (in Rs.) 27.43 16.44 32.51 22.40

DIVIDEND:

The Board of Directors has recommended a dividend of Rs. 4 per equity share (i.e. 40%) amounting to Rs. 56.74 Millions including Dividend Distribution tax, (Previous Year Rs. 3.00 per equity share (i.e. 30%) amounting to Rs. 42.70 Millions including Dividend Distribution tax.)

PERFORMANCE REVIEW (CONSOLIDATED BASIS):

- Revenue from operations (Net) increased by 13.95 % from Rs. 6567.15 Millions to Rs. 7483.52 Millions.

- Operating EBIDTA (Earnings before Interest, Financial Charges Depreciation, Tax & Amortisation) increased by 5.60 % from Rs. 741.03 Millions to Rs. 782.52 Millions.

- Profit before tax (PBT) increased by 32.32% from Rs. 355.21 Millions to Rs. 470.04 Millions.

- Profit after tax (PAT) increased by 45.12% from Rs. 273.39 Millions to Rs. 396.75 Millions.

OVERVIEW OF PROGRESS AT VARIOUS PLANTS:

A) Manufacturing facility at Chakan Unit II - Nanekarwadi, Chakan, India:

This particular plant has large press capacity varying from 500 Ton to 2000 Ton, inclusive of 2 nos. 1000 Ton Double Action Press Machines. During the financial year under review, your Company has installed 4 nos. 500 Ton presses to cater requirements of new projects. The total no. of presses installed in this plant are 17. Your Company has also set up a separate Die Maintenance area along with additional Die washing facility and additional EOT Crane to meet the quality requirements of OEMs and increase in number of large Dies for maintenance.

During the year under review, your Company has been awarded business from Mahindra Navistar Automotive Ltd. In the first phase, supply of press parts / assemblies required for its heavy commercial Vehicles started in this financial year with a dedicated assembly line set up. In the second phase, Mahindra will be awarding business for their new upcoming models of vehicles. The costing logic for commercial settlement is finalized and RFQs for new parts / assembly development for their new upcoming models are awaited.

Your Company has further commissioned a new welding Assembly line for Sub-structure Project of Tata Motors Ltd. (TML) for its medium Commercial vehicles. Pilot batch of 100 assemblies produced and sent to TML for their vehicle assemblies. Various other projects like Safari Merlin project, Xenon Euro 5 Project, Army Ambulance Project, and Mudguard Project etc. are also productionised in this financial year.

This particular plant is engaged in manufacturing of various sheet metal components along with major assembly lines for Structure Assembly, Door Assemblies, Roof panel, Vehicle Floors and other aesthetic items etc. for various models of Tata Motors - Winger, Aria, for Light Commercial Vehicles, Safari and various assemblies for Mahindra vehicles.

On future business development front, your Company is exploring the business possibilities with upcoming global automotive players like Foton, a Chinese Truck Maker, Jaguar Land Rover (JLR) etc. Initial visits from Foton and JLR have taken place and your Company is in further business discussions with them.

TOOL ROOM:

The State of the Art Tool Room is equipped with the best facilities for manufacturing various sheet metal large dies upto 4.5 Meters of world class quality along with in-house design facilities. (CAD/ CAM team of about 25 engineers). Your Company has manufactured various tools for domestic and international OEMs like - Tata Motors Ltd., General Motors- India, Bajaj Auto Limited, Diamler India, FIAT India Pvt. Ltd, Cummins USA, American Axle Manufacturing, Volkswagen, Ashok Leyland - Nissan, etc.

During this period, the tooling orders which were executed were valued at approximately Rs. 97.63 Millions.

B) Manufacturing facility at Chakan Unit III- Mahalunge - Chakan, India :

This unit manufactures Silencers, Tubular Cross Members, Exhaust Systems from Engine to Tailpipe for e.g. - Front Tube with Bellows, Middle Tube, Muffler, Pre-Silencer, Post- Silencer, Main Silencer, Tail Pipe etc. for Heavy Commercial Vehicles (HCVs), Light Commercial Vehicles (LCVs) as well as Passenger Cars and mainly supplies to Tata Motors Limited. This unit also manufactures Radiator tubes, CAC inlet & outlet tubes etc.

During the year, Exhaust system added of 180 HP vehicle with the silencer which are supplied to Asian Motors Works Ltd. Structural Assembly as well as Press Components, Sub-structure added in this year for TATA MARCOPOLO Buses for their Dharwad (Karnataka) Plant is also supplied from this location. It also manufactures required jigs, fixtures & small dies etc. and is technically equipped and has capability of designing and modification in products to suit customer requirements with Base Coat for painting. This unit has separate painting Booth for painting exhaust systems & Structural Assemblies, ETP plant to control effluents, for LPG line which is used for OVEN, Gas Detector for safety purpose, etc.

C) Manufacturing facility at Plot Nos. 5, 6 & 8, Rudrapur -Uttarakhand, India:

Considering the increase in volume of regular supplies and addition of new business at Uttarakhand, your Company has set up manufacturing facility at Plot No. 6, Sector 11, IIE, Rudrapur, SIDCUL, Uttarakhand which started its operations in the month of October, 2011. The Company has installed a small press shop and a welding set up to cater to the additional Press Part requirements and Welding Assembly requirements as per requirements of Tata Motors Ltd.

Your Company has already set up manufacturing facilities located at Plot Nos. 5 & 8, Sector 11, IIE, Rudrapur, SIDCUL, Uttarakhand which manufactures various sheet metal components and Welded Assemblies. Major Assemblies being Ace Load Body, Assembly Front Door inner - Ace 0.75 ton & Super Ace, ZIP, IRIS, Panel Front Door Outer - Ace 0.75 ton & Super Ace, Assembly Front wall - Super Ace & Venture, Sub frame Assembly - Venture, Load Floor Assembly -ZIP, Hinges - Ace Family etc.

These units supply to Tata Motors Ltd. for domestic as well as export vehicles i.e. Ace (0.75 Ton) , Ace Magic, Super Ace, Venture, Magic IRIS, Ace ZIP etc. and is expected to take care of the large volume growth at Uttarakhand. Further these units supply Assembly Axle Beam for Ace - 0.75 ton and 1 ton to American Axles, Uttarakhand.

At Plot No. 8, your Company have installed the press shop which consists of 10 large presses ranging from 400 tons to 1200 tons and 13 medium presses ranging from 60 tons to 350 tons. The Capacity utilization of these presses is around 75%. (with operating efficiency of 85%).

In April, 2011, Plot No. 5 commenced the production of IRIS and ZIP Vehicles with 150 vehicles per month and have achieved a daily production level of 200 per day as on date and having capacity of ramping upto 300 vehicles per day, as per customer requirement by the end of this year.

Your Company has also been invited by Tata Motors Ltd. to manufacture high deck load body for its Tata Ace, which was designed & developed by wholly owned subsidiary Company - Autoline Design Software Limited. The said design has been approved by Tata Motors Ltd and protobuilds have been submitted for its evaluation. The Semi- Automated Assembly line is ready with a capacity to produce 400 Nos. per day. The Commercial Production is likely to start from 1st November, 2012.

D) Manufacturing facility at Plot No. E-12-17 (7), MIDC, Bhosari, Pune, India:

Your Company has set up additional manufacturing facility at Plot No. E-12-17 (7), MIDC, Bhosari, Pune (Adjacent to Plot No. E-12-17 (8), MIDC, Bhosari, Pune). The Construction was started from January, 2011 and completed by end of November, 2011. The Company has started its production for Volkswagen & Daimler and other OEMs. The press line of 6 Presses with capacity from 63 Ton to 350 Ton as well as 5 Ton overhead crane & 200 CFM compressor have been installed. Two assemblies have been set up for Volkswagen (i.e. ASM Pedal Cluster Brake/ ETC & ASM Pedal Cluster Clutch) and four assemblies for Daimler ( i.e. Clutch for 9 Ton, Clutch for 12 Ton, Cab Stay & Cab Tilt for 9 Ton &12 Ton).

E) Manufacturing facility at Plot No. E-12-17 (8), MIDC, Bhosari, Pune, India (formerly known as Nirmiti Autocomponents Pvt. Ltd.) :

This world class facility manufactures & supplies Pedal Control Systems (Foot Control Mounting), Parking Brake, Door Hinges, Mechanical Jacks and other Small Mechanical Assemblies to domestic and International OEMs like TATA Motors Ltd., General Motors India & Korea, Volkswagen India, Daimler India Commercial vehicles (Bharat Benz) and Ashok Leyland - Nissan etc. This facility has been certified EmS 14001, OHSAS 18001 and TS 16949 and comply with highest and stringent quality standards of the international OEMs. In-addition, this facility has also been qualified for General Motor's QSB and Volkswagen's formal Q Certification. This facility is equipped with a dedicated state of the art testing facility required for validating the safety of the critical product range which are being manufactured at this plant. This facility exports the GM Mini pedal systems to Korea as a part of GM global supply as single source with '0' PPM for pedal systems.

New assemblies (all single source from your Company) introduced during the year are as under:

1. Ashok Leyland-Nissan "Dost" pedal system (BC pedal) & "Dost" hinge assembly.

2. General Motor's M300 Beat diesel pedal system, General Motor's M200 Spark pedal system.

3. Tata Motor's Penguin parking brake, TML Penguin pedal system (with TMC mounting), TML Indica Vista Quadra-jet pedal system, TML Aria pedal system, TML Sumo Victa (DI-BS IV) pedal system.

F) Setting up manufacturing facility at Dharwad, Karnataka:

The Company proposes to set up manufacturing facility at Dharwad for Tata Motors Limited's expansion of capacity for IRIS & ZIP and other new models. Tata Motors Ltd has started its production of ZIP in the current financial year with support from Uttarakhand plants. Your Company proposes to invest approximately Rs. 50 Crores in a phased manner to achieve production of 1200 per day of ZIP and IRIS vehicles during next 2-3 years as per requirements of Tata Motors Ltd. For this purpose, land is being provided by Tata Motors in their vendor park at Dharwad. Till such time, your Company owned 2 acres of land near Tata Motors Ltd's factory at Dharwad, alongwith a rented shed, will be used to assemble the components being supplied by your Company at present for same vehicle viz: ZIP at Pantnagar, Uttarakhand.

G) Autoline Industrial Parks Limited - (AIPL):

AIPL is continuing to explore the possibilities of a sale/ joint development in a manner most beneficial to all stakeholders. Negotiations are at different stages with few reputed corporate developers. Further, efforts for sale of land in parcels after part development are also being explored to maximize returns.

The process has got delayed due to non-receipt of certain permissions from the State Government, which seems to be in no hurry and is taking its own sweet time.

H) Autoline Design Software Limited, India: (ADSL)

R&D Initiatives and/or technological advancements during the year and its benefit to Autoline Industries Ltd and OEMs.:

1) Design concept proposed to TATA MOTORS as VAVE for their existing SCREW JACK for weight reduction.

ADSL have optimized the design by integrating the parts and reducing the number of components in the assembly and also used the optimum material thickness to satisfy the given loading conditions.

Design Proposal Details:

Existing jack weight: 1.50 Kg

Autoline Jack Design weight: 1.28 Kg

(% reduction in weight: 14.66 %)

Existing Jack: no. of components: 16 Autoline design: no. of components: 13 (% reduction in no. of components: 18.75%)

Our VAVE proposal has been appreciated and business is awarded to Autoline Industries Ltd.

2) CAE - Initiative

The mass optimization of 25% per seat of a two wheeler for VARROC has been achieved. The mass optimization done by taking the design considerations in to account. The mass optimization process with the help of CAE tools helped to reduce the overall tool modifications & hence the cost of modifications.

3) The complete analysis of TATA HI-DECK LOAD BODY was done and the suggested design modifications helped to reduce the no. of trials to prove the product validation. Warranty exposure is reduced by identifying and eliminating potential problems. When properly integrated into product and manufacturing development, CAE enabled earlier problem resolution, which reduced the costs associated with the product lifecycle.

4) The Non-linear analysis of small assemblies like parking break, clutch pedal and brake pedal of GM, TATA MOTORS and ASHOK LEYLAND is carried out to achieve optimal design. Evaluated and refined analysis using computer simulations rather than physical prototype testing helped to reduce the efforts for the design modifications and development process. The results are 85-90% in relation with physical testing.

5) The optimization of heavy vehicle bracket for an excitation load is done. ADSL have presented this analysis in Altair national level paper seminar (HTC-2012 ) at Bangalore.

6) ADSL Structural design team has :

- Done the design of High deck load body of LCV for one of the largest OEM in India and also supported Autoline Industries Ltd to set up the line for production. The products to be manufactured in a State -of- the Art Automated Assembly Line is to be launched in the market very shortly.

- Given design support to Autoline Industries Ltd. to develop Cab tilt & Cab stay. Analysis of manufacturing feasibility of the same. Suggesting design modifications to improve the product life cycle & better functioning of the Cab tilt & Cab stay for an International OEM.

ADSL styling team has come with styling solutions for Helmets, lighting systems, Two wheelers, concept design for interior & exterior for 4 wheelers & concept design for Consumer Goods. SMA team has been instrumental in providing latest Pedal Systems, Jacks & Parking Brakes for leading automobile manufacturers globally like General Motors, Ford, Chrysler, Fisker, Ashok Leyland-Nissan & Daimler etc. ADSL has also been able to get a global order working closely with DEP Autoline Inc, USA for a European Auto manufacturer.

7) ADSL is also working closely with a leading Automobile OEM for conversion of an existing SEDAN to a LOAD CARRIER with minimum changes and cost effectiveness in close co-operation with DEP Autoline Inc, USA.

I) Autoline Industries, Inc., Butler, Indiana, USA: (Autoline -Butler)

1) During the year under review, Autoline -Butler emerged as a key player in the Global Mechanical Park Brake segment. The Company was awarded with a USD 92 Million contract over a 6 year period supplying over 1.4 Million park brakes globally from Europe, China, Korea and USA. Your Company will now expand into these geographies and start servicing global OEMs in these regions. Additionally, your Company has secured USD 18 Million contract for supplying park brakes in the US for a global medium sized car starting in 2016.

2) During the year under review, your Company launched a new 5 year Ford Pedal program for a small size SUV supplying over 340,000 units / year. The annual sales is USD 4.2 Million. Additionally a small luxury sedan pedal program was launched for GM supplying 140,000 units / year.

3) A chassis spare tyre kit program was launched supplying 350,000 units / year at an estimated value of USD 1.2 Million.

Your Company, through Autoline Industries Inc. USA, proposes to start operations in Europe, China and expand operations in South Korea, to support a Global Small Car Program of an International OEM.

J) SZ Design Srl & Zagato Srl ("ZAGATO") Milan, Italy :

The net worth of the SZ Design Srl Milan, Italy has been eroded due to various write offs. The original promoter of SZ Design, Srl and ICON Developments, SA has initiated Arbitration Proceedings against Koderat Investments Limited and 3 of its Directors and first Arbitration hearing was held in Milan, Italy on 19th November, 2010 to decide procedure and the next Arbitration meeting was held in 2nd week of September, 2011. No further steps have been taken till date and no further action is expected, as advised by our Lawyers in Italy.

The Concordato Preventivo procedure under Italian Laws, originally scheduled on 20th September, 2011 was postponed to 20th October, 2011 and was finally held on 9th November, 2011. At the hearing held on 9th November, 2011 the required majorities for the approval of the Concordato Preventivo under the Italian Laws have been reached, although the Tax Authorities have again voted against the proposal. At the meeting held on 19th January, 2012, the hearing for the approval of the Concordato Preventivo under the Italian Laws has been again postponed to 23rd February, 2012 as the Tax Authorities & one of the Creditors have voted against the proposal. SZ Design Srl was granted time upto 10th February 2012 to file reply to such oppositions. After the hearing of 23rd February 2012, the Bankruptcy Tribunal has reserved the decision. The Company will take suitable action after the decision.

The Tribunal of Milan has not yet issued a decision on the approval or rejection of the Arbitration Proceedings and till date the decision on Concordato Preventivo has not yet finalised. The final decision will be known only by end of September, 2012.

K) EXPORTS:

Your Company now exports Thirty one Sheet Metal Parts & Assemblies to Cummins Power Generation USA and Cummins Filtration USA. During the financial year 2011-12, your Company has exported worth USD 1.32 Million (Rs. 62.45 Million). There was a 102% growth in exports as compared to the financial year 2010-11. During the financial year 2011-12, 6 new parts have been added for Cummins Filtration USA.

In the current financial year 2012-13, Exports to Cummins is expected to improve by 28%. Running parts will achieve a business of USD 1.97 Million (Rs. 88.65 Million) and new parts will add USD 0.18 (Rs. 8.1 Million).

During the period under review, your Company, also exported to South Korea and others Rs. 6.54 Millions worth of Components.

TRANSFER TO GENERAL RESERVES:

During the year, a sum of Rs. 33.50 Millions has been transferred to the General Reserve Account.

FIXED DEPOSITS:

During the year, your Company has not accepted any deposits under the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 1975 framed thereunder. However during the year, the Company has repaid fixed deposits of Rs. 23 Millions along with interest thereon, on due dates and has no overdue deposits and unclaimed deposits. The Company discontinued the acceptance and renewal of fixed deposits from public.

CONSOLIDATED ACCOUNTS:

In accordance with the requirements of Accounting Standard AS - 21, prescribed by the Institute of Chartered Accountants of India, the consolidated accounts and cash flow are annexed to this report.

Pursuant to provisions of Section 212 (8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its General Circular No. 02/ 2011 dated February 8, 2011 has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Act which requires the attaching of the Balance Sheet, Profit & Loss Account and other documents of its subsidiary companies to its Balance Sheet. Accordingly, the said documents are not being included in this Annual Report. The main financial summaries of the subsidiary companies are provided under the section 'Subsidiary Companies: Financial Highlights 2011-12' in the Annual Report. The Company will make available at any point of time the said annual accounts and related detailed information of the subsidiary companies upon request by any member of the Company or its subsidiary companies and the same will also be kept open for inspection by any member at the Head Office of the Company and the subsidiary companies.

MEGA PROJECT STATUS:

On 31st December, 2011, your Company received Eligibility Certificate for Chakan Project ('Mega Project') located at S. Nos. 313/314, Nanekarwadi, Chakan, Tal: Khed, Dist: Pune - 410 501, [a 'C' Zone under the Package Scheme of Incentives (PSI) 2007] from Directorate of Industries, Government of Maharashtra. As per the Scheme, your Company has been sanctioned Industrial Promotion Subsidy (IPS) amounting to Rs. 77.38 Crores to be availed over a period of 7 years starting from 1st October, 2009. The Company received a credit of Rs. 10.10 Crores on 11th June, 2012 towards IPS (being 85% of admissible IPS of Rs. 3.66 Crores and Rs. 8.22 Crores for the F.Y. 2009-10 and 2010-11 respectively). Further, your Company has also submitted a claim for IPS for F.Y. 2011-12 and a credit of Rs. 7.22 Crores (being 85% of admissible IPS of Rs. 8.49 Crores) is expected to be received shortly.

Further, your Company plans to submit the claims out of the total entitlement of Rs. 77.38 Crores on a yearly basis from Financial year 2012-13 onwards (to be claimed within 6 months of the end of each financial year).

Domestic Companies:

i) Autoline Design Software Limited :

The revenue from operations including exports was Rs. 31.34 Millions (Previous Year Rs. 23.03 Millions). Profit before tax stood at Rs. 5.52 Millions (Previous Year Rs. 2.30 Millions). Profit after tax was Rs. 3.48 Millions (Previous Year Rs. 1.44 Millions).

ii) Autoline Industrial Parks Limited :

During the year under review, your Company acquired the balance land. The business operations have not yet started. During the year, the Company incurred a loss of Rs. 3.80 Millions.

Foreign Companies:

i) Autoline Industries, INC. USA :

During the period under review, the turnover increased to USD 348,02,137 amounting to Rs. 1677.90 Millions (Previous year turnover was USD 315,83,076 amounting to Rs. 1440.62 Millions). During the period, the Company achieved net profit of USD 13,99,121 amounting to Rs. 65.84 Millions (previous year net profit was USD 13,75,884 amounting to Rs. 63.04 Millions).

ii) Koderat Investments Limited:

Koderat Investments Limited, Cyprus a wholly owned subsidiary of the Company, is acting as a Special Purpose Vehicle (SPV). During the period, the Company incurred Loss of Euros 85,484 amounting to Rs. 5.35 Millions. (Previous year loss was Euros 12,122 amounting to Rs. 0.73 Millions).

RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION:

i) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as an Annexure - A to this report.

ii) Particulars under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975:

The particulars required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given as Annexure- B to this report.

DIRECTORS:

During the financial year 2011-12, Cmde. N. Ravindranathan IN. (Retd.) and Mr. Ajit Karnik, Non- Executive and Independent Directors of the Company retiring by rotation at the 15th Annual General Meeting (AGM) held on 30th December, 2011, did not seek re-appointment vide their letters dated 29th December, 2011. Accordingly the Shareholders at the said AGM did not re-appoint them as Directors of the Company and they ceased to be Directors with effect from 30th December, 2011.

Mr. Prakash Nimbalkar and CA. Vijay Thanawala retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, state and confirm that:

(a) in the preparation of the annual accounts, the applicable Accounting Standards had been followed and that there are no material departures;

(b) 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 31st March, 2012 and of the Profit Account of the Company for that period;

(c) the Directors had 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;

(d) the Directors had prepared annual accounts on a going concern basis.

EMPLOYEES' STOCK OPTION SCHEME - ESOS

In accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Company has instituted Employee Stock Option Scheme 2008 (Autoline ESOS 2008) pursuant to the Special Resolution passed by Shareholders at 12th Annual General Meeting held on 27th September, 2008. As per Autoline ESOS 2008, 1,60,000 Options were granted to 171 Permanent employees and 15,000 options were granted to 5 Independent Directors. During the year under review, 10 employees holding options resigned. The number of options lapsed up to year ended 31st March, 2012 is 11460. These options are available for re-issue. The details of the same are given in the Annexure - C to this report.

The Certificate from the Company's Statutory Auditors in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed as Annexure - D.

CORPORATE GOVERNANCE:

Your Company has complied with the mandatory provisions of Clause 49 of the Listing Agreement relating to Corporate Governance, as amended from time to time. A separate section on Corporate Governance forms part of the Annual Report and the Certificate from the Company's Statutory Auditors in terms of Clause 49 of the Listing agreement with Stock Exchanges is annexed as Annexure - E.

AUDITORS:

M/s. Gujar Rawat Sheth & Associates, Chartered Accountants, Pune, Auditors of the Company will retire from the office of the Auditors at the forthcoming Annual General Meeting and are being eligible offer themselves for re-appointment. The name of the said firm has been changed to M/s. K V M D S & Associates, Chartered Accountants, Pune with effect from 19th July, 2012. The Company has received letters from M/s. K V M D S & Associates, Chartered Accountants, Pune to the effect that their re-appointment, if made would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. The Statutory Auditors, if appointed, shall hold the office until the conclusion of the next Annual General Meeting of the Company.

AUDITORS' REPORT:

The observations made in the Auditors' Report, read together with the relevant notes thereon are self explanatory and hence does not call for any comments under Section 217 (3) of the Companies Act, 1956

COST AUDITORS:

As per the Order of the Ministry of Corporate Affairs, the Cost Audit has become applicable for the Company. Accordingly, the Company has appointed Mr. S.G. Jog, Cost Accountant, Pune as the Cost Auditors for the financial year 2012-13.

ACKNOWLEDGEMENTS:

The Directors would like to thank the investors, employees, customers, suppliers, bankers, all other business associates and various departments of Central Government and State Government for the continuous support given by them to the Company and their confidence in its Management.

For and on behalf of the Board

Place : Pune (Prakash B.Nimbalkar)

Date : 19th July, 2012 Chairman


Mar 31, 2010

The Directors are pleased to present their 14th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2010.

FINANCIAL RESULTS:

The financial highlights for the year under review compared to the previous financial year are given below:

(Rs.in Millons except EPS data)

Standalone Consolidated

PARTICULARS 31.03.2010 31.03.2009 31.03.2010 31.03.2009

Income 3021.25 2631.94 4747.46 3831.57

EBIDTA 379.79 218.31 545.01 290.56

Less Interest & Financing Costs 101.92 71.68 110.08 80.25

Less Depreciation 104.75 84.19 168.28 121.38

Profit Before Tax 173.13 62.44 266.66 88.93

Provision for Tax 38.00 16.73 49.69 22.69

Profit After Tax but before deducting minority interest (PAT) 135.13 45.71 216.97 66.24

Less : Minority Interest - - 11.00 19.40

Profit Attributable to group - - 205.97 46.84

Earnings per Share (Basic) (in Rs.) 11.07 3.75 16.88 3.84

Earnings per Share (Weighted Average) (in Rs.) 11.07 3.90 16.88 3.99

DIVIDEND:

The Board of Directors has recommended a dividend of Rs. 2.00 per equity share (20%) amounting to Rs. 28.56 Millions including Dividend Distribution tax, (Previous Year Re. 1.00 per equity share (10%) amounting to Rs. 14.28 Millions including Dividend Distribution tax.)

PERFORMANCE REVIEW (CONSOLIDATED BASIS):

Sales increased by 23.91 % from Rs. 3831 Millions to Rs. 4748 Millions.

Net sales (net of excise duty) increased by 28.70 % from Rs. 3504 Millions to Rs. 4510 Millions.

Operating EBIDTA (Earnings Before Interest, Taxes, Depreciation and Amortization) increased by 87.93% from Rs. 290 Millions to Rs. 545 Millions.

Profit before tax (PBT) increased by 202.27% from Rs. 88 Millions to Rs 266 Millions.

Profit after tax (PAT) increased by 345.65% from Rs. 46 Millions to Rs. 205 Millions.

RECENT RECOGNITIONS & AWARDS:

1. Your Company received Best performance award for "Excellence in Quality" in sheet metal business at National Vendor meet of Tata Motors Limited (TML) held on 3rd February, 2010, at Mumbai.

2. Autoline Industries, Inc. USA (a wholly owned subsidiary of the Company) received the "Prestigious 2009 Supplier of the Year Award" from General Motors, at a Ceremony held at GM HQ at GM Dome, Warren, Michigan, USA on 11th March, 2010, in recognition of its performance in brake and clutch pedal product line.

3. In May, 2010, Tata Motors Limited ranked Chakan plant -1 (located at S. Nos. 291-295, Nanekarwadi, Chakan, Tal- Khed, Dist- Pune- 410 501) as "Number one in sheet Metal family" and "4th among all Passenger Car Business Unit suppliers."

OVERVIEW OF PROGRESS AT NEW PLANTS:

A). Chakan Unit II - Nanekarwadi, Chakan, India:

New projects from Tata Motors Ltd (TML), Mahindra & Mahindra (M&M), Cummins Power Generation, USA were executed at this plant. The capacity utilisation has been steadily improving after the downturn in 2008- 09 and is expected to achieve full utilisation in 2010-11.

TOOL ROOM:

Autoline has covered major milestones in the year 2009 - 2010 in tool design and manufacturing. The total tooling orders which were executed during this period were valued at Rs. 87.5 Million.

Apart from TML, who has always been the major customer, your Company has done tooling for Bajaj Auto Limited, Cummins USA, American Axle Manufacturing, FIAT India Pvt. Ltd. and presently working on new projects from Diamler India, Volkswagen, Ashok Leyland - Nissan, and General Motors, India.

As the tool design and manufacturing process is gradually improving towards manufacturing of quality tools, the orders for the larger tools appropriate for the infrastructure available with us are being received. Discussion with few customers for finalizing the order are in final stages.

B) Chakan Unit III- Mahalunge - Chakan, India :

This unit started its operations in May, 2008 and has manufacturing facilities for Silencers, Cross Members, Exhaust Systems from Engine to Tailpipe for e.g. - Front Tube with Bellows, Middle Tube, Muffler, Pre-Silencer, Post- Silencer, Main Silencer, Tail Pipe etc. for Heavy Commercial Vehicles (HCVs), Light Commercial Vehicles (LCVs) as well as Passenger Cars and mainly supplies to Tata Motors Limited. This unit also manufactures Radiator tubes, CAC inlet & outlet tubes etc. which are supplied to Asian Motors Works (AMW). Manufactures from here Structural items as well as Press Components for TATA MARCOPOLO Buses for their Dharwad (Karnataka) Plant.

C) Plant at Plot No. 8 Rudrapur -Uttarakhand, India:

This unit started its operations in April, 2009. With the installation of 1250 Ton Press line, your Company has manufacturing facilities for Auto Components, sub- Assemblies like load body and frames for the 1 ton LCV, Micro bus, Penguin, Venture, Magic and ACE. Additional presses of 700 MT and 880 MT presses are under installation stage. In order to have effective operations of press shop, scrap conveyor is being installed and production of floor and door inner parts are now done in line mode operation. This plant has tremendous growth opportunities in future as Tata Motors Limited is planning for new vehicles like- VENTURE,IRIS, ZIP, to be launched in the coming years from their Uttarakhand plant.

D) Plant at Plot No. 6 Rudrapur -Uttarakhand, India:

Your Company is under process of setting up additional manufacturing facility at Plot No. 6, Sector 11, IIE, Rudrapur, SIDCUL, Uttarakhand which is expected to be completed by October, 2010. The Company proposes additional assembly lines here, weld line for Ace Frame, weld line for Assembly Door Inner - Ace, Weld facility for Load Body Cross Member, Weld facility for Assembly Control Mounting bracket, Small presses for child parts etc. for upcoming models of Tata Motors Limited, and is expected to take care of the large volume growth at Uttarakhand.

E) Autoline Industrial Parks Limited: (AIPL):

The domestic demand for residential and commercial activity in Chakan has picked up given the fact that Volkswagen with 500 acres, Mercedes with 150 acres, Mahindra & Mahindra with 750 acres, General Motors with 300 acres, Bajaj Auto Ltd with 400 acres, Hyundai with 100 acres and other multinational companies have started their units. All these companies are located within two km radius from about 100 acres of land tied up & owned by AIPL (subsidiary of "Autoline"). The site is situated in the centre of all industrial activity in Chakans Auto Hub, opposite Bajaj Auto Limited on the proposed 8 lane Talegaon Ahmednagar Road. AIPL has applied for getting residential permission for township development as this will give far greater value in terms of returns. It is proposed Simultaneously with completion of formalities, your Company is in the process of identifying a reputed Developer for Joint development project. Your Companys contribution will be the land with no further investment and expected returns would be approx. Rs. 750 Million per year over 5 years period or about Rs. 400 Million per year over 8 to 9 years depending on the pace of development.

F) Autoline Design Software Limited, India :

Autoline Design Software Limited has emerged as a multifaceted, end-to-end Engineering Solutions Company that offers business solutions for manufacturing organizations worldwide. Your Company proposition to its customers as a provider of engineering-design, tooling services and mass- manufacturing capabilities, that can continually innovate through process engineering, re-engineering and re-tooling to improve manufacturing efficacy.

The activities are picking up rapidly this year due to the renewed growth in the Automobile sector. The business relating to selling of engineering Software products of Parametric Technology Corporation (PTC) has also gathered momentum during the year.

G) Autoline Industries, Inc, Butler, Indiana, USA:.

Your Company through Autoline Industries Inc. USA, manufactures and supplies Accelerator, Brake, Clutch Pedal Assemblies, Parking Brake, Door Hinges, Scissor and bottle jacks, Stamped Metal Assemblies, Gear Shifters, Brackets and Stamped Assemblies etc. to various OEMs like - General Motors, Honda, Chrysler, Ford, Nissan, International Truck, US Military, Cummins Power Generation etc. This manufacturing facility achieved Ford Q1 certification and successfully passed TS 16969 and ISO 140001 rectification audits. Your Company, through Autoline Industries Inc. USA, established and started operations in Korea during the year to support Global small Car program of OEM.

H) SZ Design Srl & Zagato Srl ("ZAGATO") Milan, Italy :

SZ Design Srl and Zagato Srl, Milan, Italy has issued 49% of equity shares to Koderat Investments Ltd, Cyprus (Wholly Owned Subsidiary of the Company). SZ Design Srl. is currently undergoing business & financial restructuring of its operations under Italian Laws as the net worth of the SZ Design Srl has been eroded due to various financial write offs. Further one of the creditors had filed the case of Bankruptcy against the company in Italy, which has since been settled.

Mr. Andrea Zagato, the original promoter of SZ Design Srl, Italy, has been appointed as liquidator, as per Italian Law on 19th October, 2009 to enable him to continue as a going concern and take steps to revive SZ Design Srl. In view of the above developments, the realisability of the above investment by Koderat Investments Ltd in SZ Design, Srl Italy is highly uncertain. The diminishing in value of investment is not considered in the current financial year, as efforts are being made by Mr. Andrea Zagato to revive SZ Design Srl.

I) EXPORTS:

During the period under review, your Company exported to Cummins Power Generation, USA, Medium & Large Stamped Assemblies like - Full Skid Assembly, Adaptor Carburetor, Bracket Sensor, Air Baffle Assembly, Box Control, Bracket Chassis Filter, Side Control Box Assembly, Door Control etc. Total export amounted to Rs. 22.90 Millions. The business in hand is worth Rs. 200 Millions approximately. Your Company is expecting further orders from Cummins for its Power Generation and other plants in USA and around the world.

FORFEITURE OF WARRANT MONEY:

The Company issued 10,80,000 warrants convertible into equity shares at an issue price of Rs. 250/- per warrant on 17th June, 2008. As per the terms of the issue & Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, warrant holders were supposed to exercise the option of conversion within 18 months from the date of allotment i.e. on or before 16th December, 2009. The Share Allotment Committee of the Company at its meeting held on 17th December, 2009 noted that none of the warrant holder had exercised the said option to convert. Accordingly, such entitlement has lapsed and Rs. 25/- per Convertible Warrant (CWs) [being 10% of issue price] total amounting to Rs. 2.70 Crores paid on the above CWs have been forfeited by the Company.

AMALGAMATION OF NIRMITI AUTOCOMPONENTS PRIVATE LIMITED & WESTERN PRESSING LIMITED (WHOLLY OWNED SUBSIDIARIES) WITH THE COMPANY:

With respect to proposed amalgamation of the Company under the provisions of Sections 391 to 394 of the Companies Act, 1956 with its Wholly Owned Subsidiaries i.e. Western Pressing Limited and Nirmiti Autocomponents Private Limited, the Board of Directors at their meeting held on 30th January, 2010 has reviewed the scheme and revised the appointed date of amalgamation from 1st April, 2009 to 1st April, 2010. The proposed amalgamation is subject to sanction of Honble High Court of Judicature at Bombay, the necessary approvals from Stock Exchange(s) where the shares of the Company are listed, approval of the shareholders & that of creditors of the Company. The amalgamation will achieve a synergy in operations and enjoy economies in operations resulting in maximizing the overall shareholder value.

TRANSFER TO GENERAL RESERVES:

During the year, a sum of Rs 13.50 Millions has been transferred to the General Reserve Account.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956, during the period under review. The Board of Directors at its meeting held on 29th May, 2010 has approved the scheme of acceptance of Fixed Deposits from public.

CONSOLIDATED ACCOUNTS:

In accordance with the requirements of Accounting Standard AS - 21, prescribed by the Institute of Chartered Accountants of India, the consolidated accounts and cash flow are annexed to this report.

As per Section 212 of the Companies Act, 1956, your Company is required to attach the Directors Report, Auditors Report, Balance Sheet, Profit & Loss Account, Schedules to Accounts and notes to Accounts of Subsidiaries of your Company along with the Balance Sheet of your Company. Your Directors believe that the consolidated financial statements present a more comprehensive picture as compared to stand alone financial statements. Your Company, therefore, applied to the Ministry of Corporate Affairs, Government of India for an exemption from such attachment, as your Company presents the Audited Consolidated Financial Statements in the Annual Report.

For the Financial Year 2009-2010, the Company has obtained exemption under Section 212 (8) of he Companies Act, 1956 vide letter bearing No.47/419/2010 –CL-III dated 17th May, 2010 issued by Government of India, Ministry of Corporate Affairs, New Delhi from attaching copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Report of the Auditors of Subsidiary Companies for the year ended 31st March, 2010 for its eight subsidiaries viz: Autoline Design Software Limited, Western Pressing Limited, Autoline Industrial Parks Limited, Nirmiti Autocomponents Private Limited, Nuvent Technologies Private Limited, DEP Autoline Inc, USA, Autoline Industries, Inc. USA and Koderat Investments Limited. Accordingly the Annual report does not contain full financial statements of these subsidiary companies.

The Company will make available the annual accounts of the Subsidiary Companies and the related detailed information

upon request by any member of the Company and its subsidiaries interested in obtaining the same at any point of time.

The annual accounts of the Subsidiary Companies will also be kept for inspection by any member at the respective registered

offices of the Company and its Subsidiary Companies. A statement showing financial highlights of the Subsidiary Companies is

attached to the consolidated financial statements.

MEGA PROJECT STATUS:

Your Company has applied for "Mega Project status" for Chakan Unit 1, Chakan Unit II & III plants located at Chakan, Pune under the Government of Maharashtra Scheme and has complied with various conditions of the Scheme. The Company is awaiting for necessary approvals, to enable further action and steps for utilisation of the same.

Domestic Companies:

i) Nirmiti Autocomponents Private Limited :

During the year under review, the gross turnover was Rs. 770.90 Millions (Previous Year Rs. 645.29 Millions). Profit before tax was Rs. 6.88 Millions (Previous Year Rs. 0.97 Millions). Net profit was Rs. 5.04 Millions (previous year Rs. 0.47 Millions). The Company is in the process of amalgamation with Autoline Industries Limited.

ii) Autoline Design Software Limited :

The gross income including exports achieved was Rs. 48.89 Millions (Previous Year Rs. 46.99 Millions). Profit before tax decreased to Rs. 1.14 Millions (Previous Year Rs. 1.38 Millions). Profit after tax was Rs. 0.78 Millions (Previous Year Rs. 1.01 Millions).

< 27 >

iii) Autoline Industrial Parks Limited :

The Company is in the process of acquisition of balance land and hence the business operations have not yet started. During the year, the Company had earned Dividend and interest income amounting to Rs. 20.34 Millions. (Previous Year Rs. 17.86 Millions).

iv) Western Pressing Limited :

All manufacturing activities has been transferred to Autoline Industries Limited, (holding Company). Accordingly all land, building and plant and machinery were rented out to Autoline Industries Limited. During year, the Company has earned net profit of Rs.0.77 Millions (Previous Year Rs. 0.29 Millions). The Company is in the process of amalgamation with Autoline Industries Limited.

v) Nuvent Technologies Private Limited :

The Company is the off shore Development Centre of DEP Autoline Inc. USA. During the period under review, the sales amounted to Rs. 27.68 Millions (Previous year Rs. 34.48 Millions ) and net profit was at Rs. 0.65 Millions. (Previous year Rs. 2.33 Millions).

Foreign Companies:

i) DEP Autoline Inc, USA :

During the period under review, the turnover was USD 25,97,477 amounting to Rs. 123.23 Millions (Previous year USD 40,09,688 amounting to Rs. 184.73 Millions) and profit after tax was USD 2,02,320 amounting to Rs. 10.58 Millions. (Previous year USD 5,61,471 amounting to Rs. 27.18 Millions).

Your Company has revised the terms and conditions of the Stock Purchase Agreement dated May 09, 2007 entered with the CEO and the promoters of DEP Autoline INC, USA (DEP) by entering into a Supplemental Agreement, by which promoters of DEP will increase their stake from 49% to 60%. Consequently the stake of Autoline Industries Limited will be reduced from 51% to 40%. The effective date will be 01st April, 2011. This is expected to vitalise the core promoters to greater performance and achievements. In case however, the performance does not initially improve and dividends are not paid beginning 1st January, 2012, the original arrangement of your Company owning 51% stake in DEP Autoline Inc, USA will revert back.

ii) Autoline Industries, INC. USA :

During the period under review, the turnover increased to USD 2,05,76,225 amounting to Rs. 979.17 Millions (Previous year turnover was USD 1,00,72,616 amounting to Rs. 478.17 Millions). During the period, the Company achieved net profit of USD 11,52,624 amounting to Rs. 55.88 Millions (previous year loss was USD 5,72,361 amounting to Rs. 20.61 Millions).

iii) Koderat Investments Limited:

Koderat Investments Limited, Cyprus a wholly owned subsidiary of the Company, is acting as a Special Purpose Vehicle (SPV). During the period, the Company incurred Loss of Euros 51,512 amounting to Rs. 3.12 Millions. (previous year loss was Euros 9,508 amounting to Rs. 0.66 Millions).

RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION:

i) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as an Annexure – A to this report.

ii) Particulars under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975:

The particulars required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given as Annexure- B to this report.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Companys Articles of Association, CA. Vijay K. Thanawala, Prof. Abraham Koshy and Mr. Rakesh Jhunjhunwala, retire by rotation and are eligible for re-appointment at the ensuing Annual General meeting.

Prof. Chandramouli Padmanabhan, had resigned as a Director (Non Executive & Independent) with effect from 29th October, 2009.

Mr. Gopal G. Patwardhan had resigned as Chairman (Non-Executive) and as a Director with effect from 20th March, 2010.

Mr. Prakash B. Nimbalkar was appointed as the Chairman (Non-Executive) to preside over the Board and Shareholders meetings, with effect from 20th March, 2010. Mr. Prakash B. Nimbalkar, has been a non-executive and independent director of the Company since 15th June, 2006.

Mr. J. Stanton Dodson had resigned as a Director (Non-Executive) with effect from 20th March, 2010.

THE DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures;

(b) 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 31st March, 2010 and of the Profit of the Company for that period;

(c) the Directors had 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;

(d) the Directors had prepared annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your Company has complied with the mandatory provisions of Clause 49 of the Listing Agreement relating to Corporate Governance, as amended from time to time. A separate section on Corporate Governance forms part of the Annual Report and the Certificate from the Companys Statutory Auditors in terms of Clause 49 of the Listing agreement with Stock Exchanges is annexed as Annexure - C.

AUDITORS:

M/s. Gujar Rawat Sheth & Associates, Chartered Accountants, Pune, Auditors of the Company will retire from the office of the auditors at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

AUDITORS REPORT:

Attention is invited to the paragraph 3 (d) mentioned in the Auditors Report wherein they have observed as follows:

i) Note No. 3(1) in Schedule "24" regarding non provision for the expired export obligation.

ii) Note No.10 in Schedule "24" regarding non provision for diminishing in value of investment in subsidiary Koderat Investments Ltd. (Cyprus). The note is self explanatory. In the given circumstances we are unable to give our opinion.

Directors comments on Auditors Observations-

3) d) i) With regard to Auditors observation in paragraph 3 (d) mentioned in the Auditors Report, regarding non provision for the expired export obligation, we state that the export obligation from 1st April, 2007 to 23rd May, 2010 has not been completed. However the Company has applied for further extension for 2 years to fulfill the export obligation. As the prospects of export is very encouraging, your Company is confident to complete the same in the next 2 years.

3) d) ii) With regard to Auditors observation in paragraph 3 (d) regarding non provision for diminishing in value of investment mentioned in the Auditors Report, the note/ explanation given in Note No. 10 - Notes to Accounts of Schedule 24 is self explanatory.

ACKNOWLEDGEMENTS;

The Directors would like to thank the investors, employees, customers, suppliers, bankers, all other business associates and various departments of central government and state government for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board

Place : Pune (Prakash B. Nimbalkar) Date : 29th May, 2010 Chairman


Mar 31, 2004

The Directors have pleasure in placing before you the Eighth Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March 2004.

1. FINANCIAL RESULTS

The financial highlights of the company for the year ended 31st March 2004 in brief is as under :

2002-2003 2003-2004 (Rs. In Lakhs) (Rs. In Lakhs)

Sales 2730 5108

Other Income 11 11

2741 5119

Expenses other than Interest and

Depreciation 2473 4806

Profit before Interest and

Depreciation 268 313

Interest 136 155

Depreciation 75 99

Provision for tax 4.5 5

Net Profit for the year 52 54

Paid–up Share Capital 396 401

2. OPERATIONS :

The turnover at Rs. 51.08 Crores has shown a growth of 87 % against last years sales of Rs. 27.30 Crores. Due to continued increase in steel prices during the whole year and consequent pressure on margins, the profitability has not been able to keep pace with the growth in Sales.

The factory at T-135, MIDC, Bhosari, which was taken over by the Company was further expanded and is now manufacturing parts for Bajaj Auto Ltd., Fiat, Walker Exhaust (India) Pvt. Ltd. ( Subsidiary of Fortune 500 Company Tenneco,USA) and Tata Motors (commercial vehicle parts). The Chakan factory, which manufactures big assemblies contributed in a big way to growth in sales due to increased production of Indica cars and Indigo cars (Including production of Cars for Export to M G Rover, UK). The Factory at Kudalwadi also made its due contribution.

The organization structure was strengthened to meet the increased production demands with Quality and Cost Competitiveness at all the plants. The quality control systems and computerisation process were further strengthened to increase the efficiency and profitability. During the year, the Factory at T 135, MIDC has got certified as DIN EN ISO 9001: 2000 while the Factory at Chakan is already certified as DIN EN ISO 9002:1994 and QS 9000: 1998. Further the Company has changed the Bankers from Rupee Bank to Bank of Baroda, which has resulted in decrease in the Interest Cost.

3. DIVIDEND :

Your directors do not recommend any dividend for the year ended 31.03.2004, in view of the need to retain funds for expansion and growth.

4. FUTURE PROSPECTS:

The Auto Component Industry is in the fast growth phase and India is emerging as the most preferred Quality Manufacturing Location for outsourcing by Global Auto Majors. As per the ACMA, the Indian Auto Components Industry output increased to Rs. 31,000 Cr in 2003-04 up from Rs. 24,500 Cr in 2002-03 and the Exports also touched the $ 1 bn mark ( Rs. 4,500 Cr) from $800 mn (Rs. 3,880 Cr) ahead of the target year of 2004-05. Further, the upswing in demand has called for committing an additional Investment of Rs. 3,000 Cr over a year. ACMA members have already invested over Rs. 900 Cr. IFC, the Investment Arm of the World Bank has also upped its exposure limit for India to around $ 1.5 bn, which represents a 50% increase over what was earlier projected with Auto Components finding favour along with 4 other Industries.

Taking into consideration the business development efforts in both domestic and export markets, the turnover in 2004-2005 is expected to touch Rs 100 Crores. Further, due to Vendor Rationalization by OEMs like Tata Motors, Bajaj Auto Ltd., and expected Export Orders, actual sales can even touch around Rs. 125 Crores.

Considering the overall requirement of the Industry and future prospects, the Company has already acquired additional Land adjacent to the Chakan Factory and proposes to invest further Rs. 15 Cr for the expansion. On completion of the expansion and prospective further orders in the pipeline the annual turnover can go upto Rs. 250 Cr.

5. AUDITORS REMARKS :

The observations made by the Auditors in their report are self-explanatory.

6. AUDITORS :

M/s. Gujar Rawat Sheth & Associates, Chartered Accountants, Pune, have expressed their willingness to continue as auditor for next financial year.

7. APPOINTMENT OF WHOLE TIME COMPANY SECRETARY :

The company is in process of appointing a Whole time Company Secretary pursuant to the provisions of Section 383 (A) of the Companies Act 1956, in place of, Mr. Pranvesh Tripathi, who left the services of the company

8. PARTICULARS OF EMPLOYEES :

The Company does not have any of the employees covered under Section 217(2A) of the Companies Act, 1956.

9. PROVISION FOR TAXATION :

In the opinion of the management, provision for taxation of Rs.5,00,000/- is adequate to meet the tax liability of the company considering the various provisions of the Income Tax Act, 1961.

10. ADDITIONAL INFORMATION :

Additional information as required under Rule 2 of the Companies Act (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to

11. cDoInRs eErCvaTt iOonRoSf Re nEeSrgPyO aNnSdIBteIcLhInTolYo g SyT aAbTsoEr pMtiEonNTha: s been given in Form A and Form B annexed hereto.

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper examination relating to material 11. DIREdCeTpOartRurSesR. ESPONSIBILITY STATEMENT:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper examination relating to material departures.

b) We have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2003 – 2004 and of the profit of the company for that period.

b) We have selected such accounting policies and applied them consistently and made judgem ts and estimates that are r as nabl and prudent s as to giv

c) We 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.

d) We have prepared the annual accounts on a going concern basis.

12. ACKNOWLEDGEMENT :

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the officers, staff and employees of the company, Bank Of Baroda, Vasantdada Shetkari Sahakari Bank Ltd., Rupee Co-operative Bank Ltd, Consultants and Government Agencies like Directorate of Industries, DGFT, Excise, Sales Tax/Income Tax authorities, and last but not the least officials of Tata Motors, Bajaj Auto Ltd., Maharashtra Scooters Ltd., Kinetic Engineering Ltd., Mahindra & Mahindra Ltd., Fiat India Ltd., Walker Exhaust (India) Pvt. Ltd. and all our vendors.

For and on behalf of the board AUTOLINE STAMPINGS PRIVATE LIMITED

S. T. AKHADE MANAGING DIRECTOR

PLACE : PUNE

DATE : 30TH June 2004

Find IFSC