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Directors Report of Autolite (India) Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 37 th Report and audited accounts for financial year ended on March 31, 2014.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2013-14 2012-13

Net Sales including Excise Duty 12167.63 12240.84

Total Income after Excise Duty 11524.79 11602.07

Total Expenses other than Interest, 10794.19 10937.24 Depreciation & Tax

Profit Before Interest, Depreciation & 730.60 742.09 Tax (PBIDT)

Financial Expenses 304.60 294.20

Cash Profit/(Loss) 426.00 447.89

Depreciation 345.51 363.81

Net Profit/(Loss) before Tax and 80.49 84.08 Extra-ordinary items

Provision for Tax 17.35 12.31

Extra-ordinary Gains/(Expenses) 0.00 0.00 Profit/(Loss) after Extra-Ordinary items 63.14 71.77

OPERATIONS

During the financial year ended on March 31, 2014, your company achieved gross sales turnover of Rs. 12167.63 Lacs as against Rs. 12240.84 Lacs during the corresponding financial year ended on March 31, 2013 thus maintaining the stagnant performance inspite of overall depressed industry scenario of automobile segment. Company had earned net profit before tax and extra-ordinary items of Rs.80.49 Lacs as compared to Rs. 84.08 Lacs in 2012-13. The Company achieved export sales of Rs. 3670.73 Lacs during the year 2013-14 as against Rs. 3781.09 Lacs in 2012-13.

SECURED LOANS

During the year under review, the Company has been generally regular in repayment of term loan installments and interest due to TATA Capital Financial Services Limited, Kotak Mahindra Bank and Electronica Finance Limited and further it has availed Supplier Bill Discounting from SIDBI.

UNSECURED LOANS

The Company had taken unsecured loan of Rs. 50 Lacs from Religare Finvest Limited during the year under review and further the Company is regular in making repayment of dues.

DIVIDEND

The directors do not recommend any dividend for the year under review.

CHANGE IN CAPITAL STRUCTURE

During the year under review, the Board had made the allotment of 11,25,000 warrants of Rs. 14/- each convertible into 11,25,000 equity shares of Rs. 10/- each at a premium of Rs. 4/- per equity share within a period of 18 months from the date of allotment of warrants to

the promoters and their associates.

Further, out of above 11,25,000 warrants, 397,500 warrants were converted into equity shares during the financial year 2013-14 upon receipt of full consideration.

AUDITORS

The Auditors of the Company M/s H.C. Garg & Co., Chartered Accountants, Jaipur, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Audit Committee has recommended to the Board, the re-appointment of M/s

H. C. Garg & Co, Chartered Accountants, Jaipur, the present Auditors of the Company as Statutory Auditors of the Company from the conclusion of forthcoming Annual General Meeting for a period of 3 years till the conclusion of 40th Annual General Meeting of the Company to be held in 2017, subject to approval of the shareholders at the Annual General Meeting. The auditors have furnished a certificate to the effect that the proposed re-appointment, if made, will be in accordance with Section 141 of the Companies Act, 2013.

COST AUDITORS

Pursuant to the order No. 52/26/CAB-2010 dated 6th November, 2012 issued by the Ministry of Corporate Affairs (MCA), the Company has appointed M/S PRJ & Associates, Cost Accountants to carry out an audit of Cost Accounting Records of the Company for the financial year 2013 -14. The due date for filing the Cost Audit Report for the financial year 2013-14 with the Ministry of Corporate Affairs (MCA) is 180 days from the end of Company''s financial year i.e. 27th September, 2014.

Further, the Board of Directors has appointed M/s PRJ & Associates, Cost Accountants, Jaipur as Cost Auditors of the Company for the financial year 2014 -15. Your directors have proposed the ratification of remuneration by the members payable to PRJ & Associates, Cost Accountants.

REPLY TO AUDITORS'' QUALIFICATIONS

I. Regarding the observations made by Auditors for the Accounting Standard AS-22 (Accounting for Taxes on Income), we comment that the Company is paying its tax liability calculated as per the provisions of MAT under Section 115JB of Income Tax Act, 1961.The deferred tax assets and liabilities arises on account of timing difference of some of the items which has been mentioned in the Income Tax Act and are notional items which do not have any bearing on the profitability of the Company. Therefore, its impact is taken in the books of accounts it will not have any bearing on any profitability of the Company. Further, there is no convincing evidence of virtual certainty of realization of deferred tax asset arising out of timing difference.

2. The Company has recognized export incentive receivable on accrual basis as per prevailing provisions of the export incentive schemes announced by the Government of India for export promotion. The Company has availed export claim in the year 2013-14 pertaining to earlier years from the Government. For balance amount claim of Rs. 308.68 Lacs, Company is in process of providing various documents, clarifications and explanations as and when required by Government Authorities and Company hopes to get remaining claims settled with the Government Authorities very soon.

3. With regard to the advance made to a company which is registered with Board for Industrial and Financial Reconstruction (BIFR) against which no provision was made, we wish to state that the Company is doing job work exclusively for Autolite (India) Limited on regular basis for last many years and the manufacturing facilities are exclusively dedicated for the job work of Autolite (India) Limited. As Hon''ble BIFR has not passed the order, the management is unable to quantify the sacrifice which the Company may have to make. The Company will recover the amount as per the scheme as and when sanctioned by Hon''ble BIFR and remaining amount will be written off in due course.

4. Regarding the observations made by Auditors for claim receivable of Rs. 90 Lacs, we comment that Company has lodged claims of development cost and also the supplies against Pal Peugeot Limited, Mumbai with receiver/ Official Liquidator attached to Bombay High Court. The Claim is under process and the Company hopes to get the amount of claims on final decision of Bombay High Court in respect of settlement of claims against Pal Peugeot Limited. Further, Company has filed criminal suit in the court against Megha Enterprises for loss of duty free license benefit and hopes to recover the same. Based on the legal opinion, Management is of the view that Company shall be able to recover the amount in near future and as such it was recognized as claims receivable.

5. Regarding the observations made by Auditors for the Accounting Standard AS-26 (Intangible Assets), we comment that the Company had treated new export development expenses through participation in Foreign Trade Fairs, New product development and technical know how as deferred revenue expenses whose benefit shall accrue to the Company over a period of time. Hence, management had treated these expenses as deferred revenue expenses which are to be amortized in subsequent five years. Now, due to change in Accounting Standard on Deferred Revenue Expenditure issued by The Institute of Chartered Accountants of India, the Deferred Revenue Expenditure are to be booked in full in the year of its incurrence of the expenditure without any carry forward for future period. Deferment of DRE is now not allowed as per change inAccounting Standard. During the year, the Company has not booked any expenditure on DRE account and also proportionately writing off the earlier years DRE in the books of accounts. However, balance of earlier years DRE for writing off remained Rs. 199.39 Lacs which Company shall write off in the financial year 2014-15.

6. Due to liquidity constraints, there has been delay in depositing TDS, PF and ESI dues with the appropriate authorities during the period under review. However, the delay was not for the period exceeding six months.

7. With regard to recovery of loans from parties covered under Section 301 of the Companies Act, 1956, the Company is under the process of recovery of the amount of advances and Management is confident to recover the said amount in phased manner from the respective parties in future.

Moreover, the relevant notes on accounts are self- explanatory and therefore, do not call for any further clarification.

DIRECTORS

There was no change in composition of Board of Directors during the financial year 2013-14. As per the provisions of newly applicable Companies Act, 2013, Shri Kuldeep Kumar Gupta will retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible seeks re-appointment. To comply with the provisions of Section 149 and other applicable provisions of Companies Act, 2013, the Board has recommended appointment of Shri Suraj Prakash Batra, Shri Rajendra Singh Mehta and Shri Gauri Shankar Das as Independent Directors of the Company for the period of five years as mentioned in the notice of the forthcoming Annual General Meeting.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the Statutory Auditors of your company regarding compliance of conditions of Corporate Governance is annexed and forms part of this annual report.

PUBLIC DEPOSITS

Your Company did not accept any new fixed deposits from general public during the year under review. Regarding the overdue deposits, the Company Law Board has passed an order on April 27, 2011 directing the company to repay the outstanding deposits along with outstanding interest upto March 31,2013. The Company has paid the entire fixed deposits along with interest to the fixed deposit holders in compliance of the order of Company Law Board by dispatching cheques to the fixed deposit holders before March 31,2013 and entire amount, is kept in separate bank account to meet the liability. Out of cheques amounting to Rs. 92.67 Lacs sent to fixed deposit holders, cheques amounting to Rs. 21.11 Lacs got cleared within financial year 2013-14 and cheques amounting to Rs. 71.56 were either returned undelivered to the Company or are with fixed deposit holders. The Company has maintained the amount in a separate Bank account for remaining repayment of fixed deposits and interest amount. Further, the Company had filed an application with Company Law Board seeking directions in this regard for which Hon''ble CLB has directed Registrar of Companies, Rajasthan, Jaipur in June, 2014 for examination and decision for the balance amount kept in separate bank account on this account.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company at the end of the financial year and of the profit of your company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;

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

SUBSIDIARY COMPANY

Financial Statements and other documents of the subsidiary company viz. Autopal Inc. USA are annexed pursuant to the provisions of Section 212 of the Companies Act, 1956.

TECHNOLOGY, ENERGY, FOREIGN EXCHANGE ETC.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 217 (1)(e) of the Companies Act, 1 956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

PERSONNEL

Industrial relations during the year under review remained cordial in all divisions of the company.

None of the employees falls under the purview of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

Your Directors acknowledge with deep sense of gratitude the co-operation extended and guidance provided by the Financial Institutions, Banks, Government Departments and Local Authorities and look forward to their continued support. Your Directors are also grateful to the customers, suppliers and business associates of your company for their trust and support. Also, your Directors would like to appreciate the commitment, dedication and hard work put in by every employee of your company. Last but not the least, your Directors are deeply grateful for the confidence and faith shown by the members of the company in them.

For and on behalf of the Board of Directors Sd/- Place: Jaipur (MAHIPAL GUPTA) Date : 13.08.2014 Chairman & Managing Director

DIN : 00057619


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their 36th Report and audited accounts for the financial year ended on March 31, 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2012-13 2011-12

Net Sales including Excise Duty 12318.10 12938.65

Total Income after Excise Duty 11679.33 12202.13

Total Expenses other than Interest, Depreciation & Tax 10937.24 11492.91

Profit Before Interest, Depreciation & Tax (PBIDT) 742.09 709.22

Financial Expenses 294.20 263.29

Cash Profit/(Loss) 447.89 445.93

Depreciation 363.81 375.59

Net Profit/(Loss) before Tax and Extra-ordinary items 84.08 70.34

Provision for Tax 12.31 18.91

Extra-ordinary Gains/(Expenses) 0.00 0.00

Profit/(Loss) after Extra-Ordinary items 71.77 51.43

OPERATIONS

During the financial year ended on March 31, 2013, your company achieved gross sales turnover of Rs. 12318.10 Lacs as against Rs. 12938.65 Lacs during the corresponding financial year ended on March 31, 2012 thus registering a dip of 5% due to the overall adverse industry scenario of automobile companies. Company had earned net profit before tax and extra-ordinary items of Rs.84.08 Lacs as compared to Rs. 70.34 Lacs in 2011-12. There is an increase in profit margin before tax and extra- ordinary items by 20%. The Company achieved export sales of Rs. 3781.09 Lacs during the year 2012-13 as against Rs. 3825.09 Lacs in 2011-12.

SECURED LOANS

The Company has repaid in full the Term Loan taken from Rajasthan Financial Corporation. Further, during the period under review the Company had availed Vendor/ Supplier Bill discounting facility from Small Industries Development Bank of India upto Rs. 500 Lacs and had taken Machine Equipment loan from Electronica Finance Limited of Rs. 158.97 Lacs and Working Capital Term Loan of Rs. 400 Lacs from Tata Capital Financial Services Limited.

The Company is regular in making repayment of interest and principal amount on above loan accounts including the Working Capital Demand Loan taken from Kotak Mahindra Bank Limited during the year under review.

UNSECURED LOANS

The Company had taken unsecured loan of Rs. 100 Lacs from Religare Finvest Limited during the year and the Company is regular in making repayment of dues.

DIVIDEND

The directors do not recommend any dividend for the year under review.

AUDITORS

The Auditors of the company M/s H.C. Garg & Co., Chartered Accountants, Jaipur, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The proposed re-appointment, if made, will be in accordance with sub-section (1B) of Section 224 of the Companies Act, 1956, as per the certificate furnished by the auditors of the Company.

COST AUDITORS

During the year, Board appointed Mr. Sultan Singh, Cost Accountant to furnish certificate under Rule 2 of The Companies (Cost Accounting Records) Rules, 2011. The Board has obtained the Compliance certificate for the year ended March 31, 2013 and will file the same along with XBRL Filing.

REPLY TO AUDITORS'' QUALIFICATIONS

1. Regarding the observations made by Auditors for the Accounting Standard AS-22 (Accounting for Taxes on Income), we comment that the Company is paying its tax liability calculated as per the provisions of MAT under Section 115JB of Income Tax Act, 1961. The deferred tax assets and liabilities arises on account of timing difference of some of the items which has been mentioned in the Income Tax Act and are notional items which do not have any bearing on the profitability of the Company.

Therefore, its impact is taken in the books of accounts it will not have any bearing on any profitability of the Company. Further, there is no convincing evidence of virtual certainty of realization of deferred tax asset arising out of timing difference.

2. The Company has recognized export incentive receivable on accrual basis as per prevailing provisions of the export incentive schemes announced by the Government of India for export promotion. The Company has availed export claim amount of Rs. 47.66 Lacs from the Government out of earlier year''s claim of Rs. 365.18 Lacs. For balance amount claim, Company is in process of providing various documents, clarifications and explanations as and when required by Government Authorities and Company hopes to get remaining claims settled with the Government Authorities very soon.

3. With regard to the advance made to a company which is registered with Board for Industrial and Financial Reconstruction (BIFR) against which no provision was made, we wish to state that the Company is doing job work exclusively for Autolite (India) Limited on regular basis for last many years and the manufacturing facilities are exclusively dedicated for the job work of Autolite (India) Limited. As Hon''ble BIFR has not passed the order, the management is unable to quantify the sacrifice which the Company may have to make. The Company will recover the amount as per the scheme as and when sanctioned by Hon''ble BIFR and remaining amount will be written off in due course.

4. Regarding the observations made by Auditors for claim receivable of Rs. 90 Lacs, we comment that Company has lodged claims of development cost and also the supplies against Pal Peugeot Limited, Mumbai with receiver/ Official Liquidator attached to Bombay High Court. The Claim is under process and the Company hopes to get the amount of claims on final decision of Bombay High Court in respect of settlement of claims against Pal Peugeot Limited. Further, company has filed criminal suit in the court against Megha Enterprises for loss of duty free license benefit and hopes to recover the same. Based on the legal opinion, Management is of the view that Company shall be able to recover the amount in near future and as such it was recognized as claims receivable.

5. Due to liquidity constraints, there has been delay in depositing TDS, PF and ESI dues with the appropriate authorities during the period under review. However, the delay was not for the period exceeding six months.

6. Regarding the observations made by Auditors for the Accounting Standard AS-26 (Intangible Assets), we comment that the Company had treated new export development expenses through participation in Foreign Trade Fairs, New product development and technical know how as deferred revenue expenses whose benefit shall accrue to the Company over a period of time. Hence, management had treated these expenses as deferred revenue expenses which are to be amortized in subsequent five years.

7. With regard to recovery of loans from parties covered under Section 301 of the Companies Act, 1956, the Company has recovered part of the amount and Management is confident to recover the said amount in phased manner from the respective parties in future.

Moreover, the relevant notes on accounts are self-explanatory and therefore, do not call for any further clarification.

DIRECTORS

There is no change in composition of Board of Directors during the financial year 2012-13.

Shri Suraj Prakash Batra and Shri Kuldeep Kumar Gupta, Director of the company retire by rotation and being eligible, offer themselves for re- appointment. Their brief resume is given in the report on Corporate Governance forming part of this annual report.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the auditors of your company regarding compliance of conditions of Corporate Governance is annexed and forms part of this annual report. As on date, the company has complied with all provisions pertaining to Clause 49 of the Listing Agreement with the Stock Exchanges in this regard.

PUBLIC DEPOSITS

Your Company did not accept any new fixed deposits from general public during the year under review. Regarding the overdue deposits, the Company Law Board has passed an order on April 27, 2011 directing the company to repay the outstanding deposits along with outstanding interest upto March 31, 2013. The Company has paid the entire fixed deposits along with interest to the fixed deposit holders in compliance of the order of Company Law Board by dispatching cheques to the Fixed deposit holders before March 31, 2013 and entire amount is kept in separate bank account to meet the liability. However, several cheques were returned undelivered and several cheques were not deposited by FD holders in their bank account for which the amount is lying in a separate Bank account for remaining repayment of fixed deposits and interest amount. Further, the Company had filed an application with Company Law Board seeking directions in this regard.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company at the end of the financial year and of the profit of your company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;

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

SUBSIDIARY COMPANY

Financial Statements and other documents of the subsidiary company viz. Autopal Inc. USA are annexed pursuant to the provisions of Section 212 of the Companies Act, 1956.

TECHNOLOGY, ENERGY, FOREIGN EXCHANGE ETC.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given 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 annexed hereto and forms part of this Report.

PERSONNEL

Industrial relations during the year under review remained cordial in all divisions of the company.

None of the employees falls under the purview of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

Your Directors acknowledge with deep sense of gratitude the co-operation extended and guidance provided by the Financial Institutions, Banks, Government Departments and Local Authorities and look forward to their continued support. Your Directors are also grateful to the customers, suppliers and business associates of your company for their trust and support. Also, your Directors would like to appreciate the commitment, dedication and hard work put in by every employee of your company. Last but not the least, your Directors are deeply grateful for the confidence and faith shown by the members of the company in them. For and on behalf of the Board of Directors

Sd/-

(MAHIPAL GUPTA)

Chairman & Managing Director

Place : Jaipur

Date : 14.08.2013


Mar 31, 2012

The Directors have pleasure in presenting their 35th Report and audited accounts for the financial year ended on March 31, 2012.

FINANCIAL RESULTS (Rs.Lacs)

Particulars 2011-12 2010-11

Net Sales including Excise Duty 12938.65 11547.78

Total Income after Excise Duty 12163.68 10880.24

Total Expenses other than Interest, Depreciation & Tax 11379.74 10130.35

Profit Before Interest, Depreciation & Tax (PBIDT) 783.94 749.89

Financial Expenses 263.29 274.99

Cash Profit/(Loss) 520.65 474.90

Depreciation 375.59 380.14

Net Profit/(Loss) before Tax and Extra-ordinary items 145.06 94.76

Provision for Tax 18.91 24.50

Extra-ordinary Gains/(Expenses) (74.72) 0.00

Profit/(Loss) after Extra-Ordinary items 51.43 70.26

OPERATIONS

During the financial year ended on March 31,2012, your company achieved gross sales turnover of Rs. 12938.65 Lacs as against Rs. 11547.78 Lacs during the corresponding financial year ended on March 31, 2011 thus registering a growth of 12%. Company had net gain before tax and extra-ordinary items of Rs. 145.06 Lacs as compared to Rs. 94.76 Lacs in 2010-11. There is a great increase in profit margin before tax and extra-ordinary items by 53%. The Company achieved export sales of Rs. 3825.09 Lacs during the year 2011-12 as against Rs. 3190.10 Lacs in 2010-11 registering a growth of 20% in export sales.

SECURED LOANS

The Company is regular in repayment of Term Loan taken from Rajasthan Financial Corporation and

Working Capital Demand Loan taken from Kotak Mahindra Bank Limited during the year under review.

Further during financial year 2012-13, the Company has entirely paid off the loan of Rajasthan Financial Corporation.

DIVIDEND

The directors do not recommend any dividend for the year under review.

AUDITORS

The Auditors of the company M/s H.C. Garg & Co., Chartered Accountants, Jaipur, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The proposed re-appointment, if made, will be in

accordance with sub-section (IB) of Section 224 of the Companies Act, 1956, as per the certificate furnished by the auditors of the Company.

COST AUDITORS

During the year, Board appointed Mr. Sultan Singh, Cost Accountant to furnish certificate under Rule

2 of The Companies (Cost Accounting Records) Rules, 2011. The Board has obtained the Compliance certificate for the year ended March 31, 2012 and will file the same once the form has been notified by the Ministry of Company Affairs.

AUDITORS' QUALIFICATIONS

1. There has been slight delay in depositing TDS, PF and ESI dues with the appropriate authorities during the period under review. However, the delay was not for the period exceeding six months.

2. Regarding the observations made by Auditors for the Accounting Standard AS-9 (Revenue Recognition) and AS-22 (Accounting for Taxes on Income), we comment that the Company is paying its tax liability calculated as per the provisions of MAT under Section 115JB of Income Tax Act, 1961. The deferred tax assets and liabilities arises on account of timing difference of some of the items which has been mentioned in the Income Tax Act and are notional items which do not have any bearing on the profitability of the Company. Therefore, its impact is taken in the books of accounts it will not have any bearing on any profitability of the Company.

3. Regarding the observations made by Auditors for the Accounting Standards AS-29 (Provisions, Contingent Liabilities and Contingent Assets), we comment that Company has lodged claims of development cost and also the supplies with receiver/ Official Liquidator attached to Bombay High Court against Pal

Peugeot Limited, Mumbai. Company hopes to get the amount of claims on final decision of Bombay High Court in respect of settlement of claims against Pal Peugeot Limited. Further, company has filed criminal suit in the court against Megha Enterprises for loss of duty free license benefit and hopes to recover the same. Based on the legal opinion, Management is of the view that Company shall be able to recover the amount in near future and as such it was recognized as claims receivable.

4. With regard to recovery of loans from parties covered under Section 301 of the Companies Act, 1956, the Company has recovered part of the amount and Management is confident to recover the said amount in phased manner from the respective parties in future.

5. The Company has been maintaining the Stock Register for dies and tools since 1998-99 as the earlier it was not maintained due to in-house use of dies and tools.

6. The Company has recognized export incentive receivable on due basis as per prevailing provisions of the export incentive. The Company also receiving the export claim amount from the Government on regular basis. Company hopes to get remaining claims setded with the Government Authorities very soon.

Moreover, the relevant notes on accounts are self-explanatory and therefore, do not call for any further clarification.

DIRECTORS

During the year under review, Shri Snehil Kumar had resigned from the directorship of the Company. The Board appreciated the contributions made by Shri Snehil Kumar during his tenure of directorship in the Company.

Shri Gauri Shankar Das and Shri Rajendra Singh Mehta, Director of the company retire by rotation

and being eligible, offer themselves for re- appointment. Their brief resume is given in the report on Corporate Governance forming part of this annual report.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the auditors of your company regarding compliance of conditions of Corporate Governance is annexed and forms part of this annual report. As on date, the company has complied with all provisions pertaining to Clause 49 of the Listing Agreement with the Stock Exchanges in this regard.

PUBLIC DEPOSITS

Your Company did not accept any new fixed deposits from general public during the period under review. Regarding the overdue deposits, the Company Law Board has passed an order on April 27, 2011 directing the company to repay the outstanding deposits along with outstanding interest in three years starting FY 2010-11.

During the year under review, the Company had repaid the amount as per the scheme sanctioned by Company Law Board on April 27, 2011.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2A) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company at the end of the financial year and of the profit of your company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;

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

SUBSIDIARY COMPANY

Financial Statements and other documents of the subsidiary company viz. Autopal Inc. USA are annexed pursuant to the provisions of Section 212 of the Companies Act, 1956.

TECHNOLOGY, ENERGY, FOREIGN EXCHANGE ETC.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

PERSONNEL

Industrial relations during the year under review remained cordial in all divisions of the company.

None of the employees falls under the purview of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

Your Directors acknowledge with deep sense of gratitude the co-operation extended and guidance provided by the Financial Institutions, Banks, Government Departments and Local Authorities and look forward to their continued support. Your Directors are also grateful to the customers, suppliers and business associates of your company for their trust and support. Also, your Directors would like to appreciate the commitment, dedication and hard work put in by every employee of your company. Last but not the least, your Directors are deeply grateful for the confidence and faith shown by the members of the company in them.

For and on behalf of the Board of Directors

Sd/-

Place : Jaipur (MAHI PAL GUPTA)

Date : 14.08.2012 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting their 33 Annual Report and audited accounts for the financial year

ended on March 31,2010.

FINANCIAL RESULTS (RS. in Lacs)

Particulars 2009-10 2008-09

Net Sales including Excise Duty 9558.16 8031.55

Total Expenses other than Interest, Depreciation & Tax 8836.33 7226.75

Profit Before Interest, Depreciation & Tax (PBIDT) 721.83 804.80

Financial Expenses 272.26 323.82

Cash Profit/(Loss) 449.57 480.95

Depreciation & Misc. expenses written off 394.85 422.63

Net Profit/(Loss) before Tax and Extra-ordinary items 54.72 58.35

Provision for Tax 0.00 20.00

Extra-ordinary Gains/(Expenses) (151.12) (51.12)

Provisions of earlier years written back 26.98 26.63

Profit/(Loss) after Extra-Ordinary items (69.42) 13.63

Profit/(Loss) brought forward from previous year (2869.69) (2883.55)

Surplus/(deficit) carried to Balance-sheet (2939.11) (2869.69)

OPERATIONS

During the financial year ended on March 31,2010, your company achieved gross sales turnover of Rs. 9558.16 Lacs as against Rs. 8031.55 Lacs during the corresponding financial year ended on March 31,2009 thus registering a growth of 19%. Company had net gain before extra-ordinary items of Rs. 54.72 Lacs as compared to Net gain of Rs. 58.35 Lacs in 2008-09. The drop in profit margins was on account of increase in raw material prices and other inputs. The company has made significant growth in domestic sales segment and it contributed 74.14% in 2009-10 as compared to 68.89% in 2008-09. The Company achieved export sales of Rs. 2478.28 Lacs during the year 2009-10 as against Rs. 2540.89 Lacs in 2008-09.

The Company suffered loss when its plant which is situated at Sitapura was shut down for a period of more than a month on account of Fire Disaster occurred at Indian Oil Corporation Depots. The property of the company situated at Sitapura was affected on account of fire disaster and Company is pursuing the insurance company for the settlement of the claim. Also, the impact of downward trend of foreign currency on export earnings cannot be ruled out for the less profits.

SECURED LOANS

The Company had repaid the due amount of Term Loan taken from Rajasthan Financial Corporation during the year under review.

DIVIDEND

The directors do not recommend any dividend for the year under review

AUDITORS

The Auditors of the company M/s H.C. Garg & Co., Chartered Accountants, bearing FRN - 000152C, Jaipur, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The proposed re- appointment, if made, will be in accordance with sub-section (IB) of Section 224 of the Companies Act, 1956, as per the certificate furnished by the auditors of the Company.

AUDITORS QUALIFICATIONS

1. The Company Law Board has passed an order on December 06,2001 allowing repayment of overdue public deposits over a period of four years commencing from the year 2002. The company had already made an application to Company Law Board for extension of repayment of fixed deposits.

2. There has been slight delay in depositing TDS, PF and ESI dues with the appropriate authorities during the period under review, due to ongoing liquidity crunch.

3. Company has not debited any interest in respect of advance against supplies/loans and advances since the companies under reference have become sick. The outstanding is planned to be recovered in a phased manner by getting job work done through them.

4. Directors disqualification under Section 274(1 Xg) has arisen due to non-payment of Fixed Deposits and Interest on Public Fixed Deposits by the company on account of the prevailing cash crunch. We would like to state further that as per provisions of section 274(l)(g) of the Companies Act, 1956, if the company is in default of repayment of deposit and interest, the directors of that company shall not be eligible to be appointed as directors in any other public limited company. Therefore the said default in repayment of deposit in this Company does not result in disqualification on directors on being continue to serve the Board of this Company.

5. In spite of difficulty in administrative function, the Company is putting efforts to get the confirmation of balances of Sundry Debtors, Suppliers and Loans & Advances.

6. Due to frequent movement of Dies & Tools from one shop to another, maintenance of fixed assets register was not practical in the past. Stock Register for the same is being maintained nevertheless. The company has now streamlined the system and necessary details have been recorded since FY 1998-99.

7. The company had made part payment as advance against supply of capital goods and expenses and the balance amount was to be paid against the delivery of equipments/machines. Due to financial crisis, the company could not take delivery of the same and hence the advance paid earlier could not be adjusted so far. The Management is optimistic about getting the recovery of the said loans and advances and therefore the provision for Irrecoverable/ Doubtful Loans and Advances has not been made.

8. Auditors Observation about secured/unsecured loans and advances given/ taken to/ from parties covered u/s 301 of the Companies Act, 1956, your Directors feels that this forms part of financial engineering and a proper course of action shall be taken in due course of time.

9. Regarding the observations made by Auditors for about not following Accounting Standards AS-9 (Revenue Recognition) and AS-22 (Accounting for Taxes on Income) we would like to comment that the Management is of the view that as there is no convincing evidence to support that the sufficient future taxable income/losses will be available against which the deferred tax asset/ liabilities can be realized.

10. The claim about Export Incentive has been rejected for non submission of necessary information/ documents. The Company is in process of compilation of necessary information/ documents Moreover, the relevant notes on accounts are self-explanatory and therefore, do not call for any further clarification.

DIRECTORS

During the year under review, Shri Dharam Pal Gupta resigned from the office of Managing Director of the Company. However, he continued to be on the Board of Directors as Non-Executive Director & Chairman of the Company. Shri Yash Pal Gupta, Shri Jai Pal Gupta and Shri Raj Pal Gupta ceased to be Whole-time Director and also as directors on the Board of Directors of the Company during the year 2009-10.

The Board took note of valuable contributions made by Shri Dharam Pal Gupta, Shri Yash Pal Gupta, Shri Jai Pal Gupta and Shri Raj Pal Gupta during their tenure of directorship in the company.

Shri Mahi Pal Gupta was appointed as Managing Director of the company w.e.f. January 7,2010 for a period of five years. Shri Amit Mahi pal Gupta and Shri Adarsh Mahipal Gupta were appointed as Whole-time Director w.e.f. January 7, 2010 for a period of five years in die company.

Shri Gauri Shankar Das, Shri Snehil Kumar and Shri Rajendra Singh Mehta, Director of the company retire by rotation and being eligible, offer themselves for re-appointment. Their brief resume is given in the report on Corporate Governance forming part of this annual report.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the auditors of your company regarding compliance of conditions of Corporate Governance is annexed and forms part of mis annual report. As on date, the company has complied with all provisions pertaining to Clause 49 of the Listing Agreement with the Stock Exchanges in this regard.

PUBLIC DEPOSITS

Your Company did not accept any fixed deposits from general public during the period under review. Regarding the overdue deposits, the Company Law Board passed an order on December 06, 2001 directing the company to repay the outstanding deposits in four years starting FY 2002-03. The above order had been expired for which the Company had already applied to Company Law Board seeking extension in repayment of outstanding fixed deposits along with interest.

The Company had repaid the fixed deposits to the extent of Rs. 7.85 Lacs during the year under review and your directors will repay the entire fixed deposits in near future

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors 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 your company at the end of the financial year and of the profit of your company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;

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

SUBSIDIARY COMPANY

Financial Statements and other documents of the subsidiary company viz. Autopal Inc. are annexed pursuant to the provisions of Section 212 of the Companies Act, 1956.

TECHNOLOGY, ENERGY, FOREIGN EXCHANGE ETC.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given 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 annexed hereto and forms part of this Report.

PERSONNEL

Industrial relations during the year under review remained cordial in all divisions of the company.

None of the employees falls under the purview of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

Your Directors acknowledge with deep sense of gratitude the co-operation extended and guidance provided by the Financial Institutions, Banks, Government Departments and Local Authorities and look forward to their continued support. Your Directors are also grateful to the customers, suppliers and business associates of your company for their trust and support. Also, your Directors would like to appreciate the commitment, dedication and hard work put in by every employee of your company. Last but not the least, your Directors are deeply grateful for the confidence and faith shown by the members of the company in them.

For and on behalf of the Board of Directors

Sd/-

Place : Jaipur (M.P. Gupta)

Date : 14.08.2010 Managing Director

 
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