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Directors Report of Automotive Stampings and Assemblies Ltd.

Mar 31, 2017

BOARD’S REPORT

Dear Members,

The Directors take pleasure in presenting the Twenty Seventh Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2017. The Management Discussion and Analysis forms part of this Report.

FINANCIAL RESULTS

(Rs, in Lakhs)

Particulars

Financial Year

2016-17

2015-16*

Revenue from Sale of Products / Services (Net)

30,367.74

26,245.79

Other Operating Revenue

34.39

38.35

Other Income

178.71

125.06

Total Revenue

30,580.84

26,409.20

Cost of Materials Consumed (including change in inventories)

21,913.17

19,496.31

Employee Benefit Expense

4,690.54

4,123.14

Other Expenses

3,703.49

2,974.09

Earnings / (Loss) before Depreciation, Financial Charges and Tax (EBIDTA)

273.64

(184.34)

Interest Expense

912.05

932.62

Depreciation and Amortization Expense

932.65

963.23

Profit / (Loss) before exceptional item and Tax

(1,571.06)

(2,080.19)

Exceptional items

1,284.00

-

Tax Expense / (Credit)

-

-

Profit/ (Loss) for the year

(287.06)

(2,080.19)

Other Comprehensive Income (OCI)

(68.22)

32.23

Other Comprehensive Income (net of taxes)

(68.22)

32.23

* Due to Ind - AS applicability from FY. 2016-17 adjustments / regrouping was made in the previous year 2015-16 figures.

DIVIDEND

Due to the loss during the year, the Board of Directors has not recommended any dividend.

TRANSFER TO RESERVES IN TERMS OF THE COMPANIES ACT, 2013

Your Company has not transferred any profit from Profit and Loss Account to General Reserve Account as under the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian Automobile Industry is made up of Original Equipment Manufacturers (OEMs) i.e. Automobile manufacturers and auto component manufacturers.

The Industry is an emerging sector in India with almost all global majors having set up their facilities here. The Industry has been continually evolving and absorbing newer technologies in order to align itself with global developments and realize its full potential.

The Auto Components Industry in India comprises Tier One manufacturers who supply complete component modules to OEMs, Tier Two manufacturers who cater to Tier One manufacturers and Tier Three manufacturers who supply components to Tier Two manufacturers. The Industry is divided into five segments viz. engine parts, drive transmission & steering parts, suspension & brake parts, electric parts and body & chassis. The fortunes of the Auto Components Industry are closely linked with those of the OEMs.

In FY 2016-17, Auto Industry witnessed a Domestic growth of 5.41 percent (as per the table given below). The Passenger Vehicle segment registered a growth of 9.42 percent which includes passenger car vehicles and utility vehicles. Within this segment, the Utility vehicle market grew at 26.32 percent due to new launches in the compact Utility Vehicle segment whereas the Passenger Car segments grew at only 5.40 percent. The commercial vehicle segment was affected by demonetization. The CV segment grew by 3 percent as compared to 12.10 percent in last year. The LCV segment grew by 4.97 percent as compared to 2.77 percent in last year. The three wheeler segment registered a negative growth of (16.16 percent).

The chart given below shows the production of various categories of vehicles during FY 2016-17 vis-a-vis FY 2015-16:

Segment

2016-17

2015-16

% Growth

Passenger cars

27,04,600

25,65,970

5.40

Utility vehicles

9,06,750

7,17,809

26.32

Vans

1,80,190

1,81,266

(0.59)

Passenger Vehicles

37,91,540

34,65,045

9.42

M&HCVs

3,42,733

3,41,287

0.42

LCV

4,67,553

4,45,405

4.97

Commercial vehicles

8,10,286

7,86,692

3.00

Three Wheelers

7,83,149

9,34,104

(16.16)

Two wheelers

1,99,29,485

1,88,30,227

5.84

Quadricycle*

1,584

531

198.31

Total of All Categories

2,53,16,044

2,40,16,599

5.41

* Only Oct- March 16 data is available for 15-16

Source SIAM report

The chart below shows sales and export of various categories of vehicles during FY 2016-17 compared to FY 2015-16:

Segment

Domestic Sales

Exports

2016-17

2015-16

% Growth

2016-17

2015-16

% Growth

Passenger cars

2,102,996

2,025,097

3.85

602,341

532,630

13.09

Utility vehicles

761,997

586,576

29.91

154,153

118,741

29.82

Vans

181,734

177,535

2.37

2,336

1,682

38.88

Passenger

Vehicles

3,046,727

2,789,208

9.23

758,830

653,053

16.20

Segment

Domestic Sales

Exports

M&HCVs

302,529

302,397

0.04

43,719

35,197

24.21

LCVs

411,703

383,307

7.41

64,552

67,927

(4.97)

Commercial

Vehicles

714,232

685,704

4.16

108,271

103,124

4.99

Three wheelers

511,658

538,208

(4.93)

271,894

404,441

(32.77)

Two wheelers

17,589,511

16,455,851

6.89

2,339,273

2,482,876

(5.78)

Quadricycle*

-

-

-

1556

334

-

Total of All Categories

21,862,128

20,468,971

6.81

3,479,824

3,643,828

(4.50)

* Only Oct- March 16 data is available for 15-16

Source: SIAM report

The overall Commercial Vehicles segment registered a growth of 4.16 percent in FY 2016- 17 as compared to the same period last year largely driven by replacement demand, declining fuel prices, pre-buying ahead of BS IV norms. Medium & Heavy Commercial Vehicles (M&HCVs) grew by 0.04 percent and Light Commercial Vehicles grew by 7.41 percent during FY 2016-17 over the same period last year because of rising private final consumption expenditure and high re-distribution freight but dampened by demonetization.

Three Wheelers sales declined by (-) 4.93 percent in FY 2016-17 over the same period last year. Passenger Carrier sales declined by (-) 8.83 percent and Goods Carrier sales grew by 12.75 percent in FY 2016-17 over FY 2015-16.

The Indian Auto Components Ancillary Industry continues to face adverse headwinds to maintain volumes and margins.

Your Company operates in Sheet Metal Components, Assemblies and Sub-assemblies segment of the Auto Components Industry. It manufactures a range of sheet metal components and assemblies for the Automobile Industry and is a Tier One auto components supplier.

OPERATIONS

Your Company has four manufacturing facilities at Bhosari, Chakan - Pune (Maharashtra), Halol (Gujarat) and Pantnagar (Uttarakhand). Your Company’s sales during the year were impacted by lower volumes than expected in the segment in which it predominantly operates. Some of the models under passenger car segment and LCV segment, on which your Company has heavy dependence, recorded drop in volume and this had an adverse effect on sales. Even though, the passenger car production recorded growth of 5.40%, your Company couldn’t achieve corresponding growth since the growth of major customer including anchor customer of your Company happened for models in which your Company is not present. Your Company has been aggressively managing its net working capital and was able to keep it under control.

During FY 2016-17 your Company has received additional resourcing business from its anchor customer in Commercial Vehicle segment and Passenger Vehicle segment. Sales of your Company did not grow as expected due to slower ramp up of new businesses and lower off-take from key customers. The capacity utilization of your Company was therefore low. To minimize the impact of falling volumes and the increase in minimum wages, bonus and energy costs, your Company has taken various cost reduction initiatives as counter measures such as EBITDA and labour efficiency improvement programmes, TPM, to enhance productivity and improve operational efficiency.

Apart from the cost reduction programmes, your Company has been aggressively pursuing new business opportunities in Utility Vehicle segment, Commercial Vehicles Segment and Three Wheeler Segment by targeting greater share of business from existing Customers. Your Company is also participating in new programme launches in LCV segment which will further enhance its share of business in this segment. Your Company is exploring to participate in M & HCV segment by pursuing new business opportunities with major Customers. Your Company plans to build “Centre of Excellence” (COE) for product categories like Rear Twist Beam, Sub frame, Cross Car Beam and fuel tanks in which it has manufacturing capability. Such COE’s will help your Company to get further business in this product category. Your Company plans to move up the value chain by manufacturing modules and aggregates such as fuel tank, Cross Car Beam, closures, bonnets, doors and tailgates. Focus is on resourcing business to avoid ramp up delays and using Company’s existing facilities. Further your Company will also be adding components for non-auto business.

INCOME AND EXPENDITURE

Net Sales increased by 15.70% to Rs, 30,367.74 Lakhs primarily due to increase in Customer volumes in few models leading to higher component, tooling sales and services. Other operating income decreased by 10.30% to Rs, 34.39 Lakhs. Other income mainly consists of interest income of Rs, 40.40 Lakhs, claims of Rs, 98.80 Lakhs, and profit on sale of assets (net) of Rs, 36.51 Lakhs.

Cost of materials consumed (including change in stock) as a percentage to sales decreased by 2.12% to 72.15% because of lower steel prices and change in the product mix. The Management has been taking continuous steps to improve material yield.

Employee expenses increased by 13.76% compared to previous year on account of wage settlements, pay revisions, actuarial valuation etc.

Other Expenses comprising Administration and Selling Expenses have increased to Rs, 3703.49 Lakhs largely due to increase in costs related to rent and leasing, freight and forwarding charges, rates and taxes, power and fuel, packing materials, machinery repairs and maintenance charges.

With the increase in net sales and with the help from initiatives on productivity improvements and cost reduction programmes, your Company achieved EBIDTA of Rs, 273.64 Lakhs as against EBIDTA Rs, 184.34 Lakhs in the previous year. Interest expense was reduced owing to phased repayment of loans.

OPPORTUNITIES AND THREATS - Company’s own technology / processes / system improvement plan:

Your Company is undertaking various new technology initiatives, process up gradation and system enhancements which will further improve the productivity and potential for new businesses from existing and new customers. This will not only enhance the capacity utilization but also broaden the customer base and introduction into new business segments.

- Investment in Technology / Process:

As the automotive market is continually upgrading its technology and processes, your Company is also upgrading its technology to participate in new vehicle programmes launched by Customer.

The auto industry is growing moderately but the major customers of your Company have to regain market position in their respective segments.

The profitability of the Indian Auto Components Industry is likely to continue to be under strain due to pricing pressures from OEMs because of new product launches which has created heightened competitive intensity thereby constraining their pricing flexibility.

SEGMENT-WISE PERFORMANCE

Your Company operates only in the Automobile Component Segment in the Domestic Market.

FUTURE OUTLOOK

According to SIAM, in FY 2017-18 Passenger Vehicle sales are expected to grow between 7-9 % with good monsoon, implementation of GST and continued investment in Infrastructure. However, increase in raw material costs and oil prices may negatively impact sales during the ongoing fiscal. The number of new model launches will also remain low. The Car segment is likely to see more launches compared to Utility Vehicles segment. Improvement in the economic growth and also consumer sentiment is expected. It is expected that factors like lower borrowing costs, pent-up demand after demonetization and a mild budgetary support to incomes will drive consumption growth in FY 2017-18.

In FY 2017-18, Commercial Vehicle segment is likely to see 4-6 % growth. M & HCVs sales will continue to be muted. In FY18, some disruption of sales on account of GST implementation is expected. Advancement of purchases to avoid price rise on account of BS-IV has resulted in slight increase in sales in FY 2016-17, but will hamper sales in 2017-18.LCV sales are likely to increase because of rising private final consumption expenditure and high redistribution freight. Three-wheeler sales are expected to grow around 4-6 %.

While the borrowing costs have reduced, the Company does not expect it to drop further. Demonetization has improved liquidity and there is an improvement in general sentiments for FY 2017-18. The key concerns are increasing commodity prices, high vehicle finance rates and adhoc changes in policy environment which could affect profitability.

As per Reserve Bank of India’s (RBI) forecast, during FY 2017- 18 the overall GDP of the country is expected to grow at a rate of 7.4 % with risks evenly balanced.

RBI has kept the repo rate unchanged at 6.25 % shifting focus to ways to mop up excess cash in the banking system that threatens to stoke inflation. The interest may not drop further given that interest rates in US may harden.

The rapidly globalizing world is opening up newer avenues for the transportation industry, especially while it makes a shift towards electric, electronic and hybrid cars, which are deemed more efficient, safe and reliable modes of transportation. Over the next decade, this will lead to newer verticals and opportunities for auto-component manufacturers, who would need to adapt to the change via systematic research and development.

RISKS AND CONCERNS

Your Company has systems in place to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed regularly at Audit Committee meetings.

Risks Identified and Mitigating actions:

- Rising input costs: Rising input costs are a risk and hence, your Company has ongoing improvement initiatives like conversion cost reduction, supply chain efficiency improvement and material yield improvement.

- Skill Availability: Your Company focuses on recruitment and in house skill development to address this challenge.

- Concentrated Customer Base:

Your Company has been taking steps to mitigate this risk by business development activities to enhance the customer base and striving to increase share of business with existing customers where Company’s share is low.

STATE OF COMPANY’S AFFAIRS

Discussion on state of Company’s affairs has been covered as part of the Management Discussion and Analysis.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has developed robust internal control systems by documenting procedures covering financial and operating functions. These systems are providing a reasonable assurance with regard to its financial and operations controls.

Some significant features of the internal control systems are:

- A detailed preparation and subsequent monitoring of both Annual Budgets & Capital Expenditure budgets for all its functions.

- SAP is used for control of all transactions including finance, materials, dispatch, quality, costing etc. across all locations.

- Internal audits are conducted by external auditors and they audit all aspects of business based on audit programmes finalized by the Audit Committee.

- Review of the financial performance by Audit Committee.

RELATED PARTIES

Note No. 35 of the Financial Statements sets out the nature of transactions with Related Parties. Transactions with Related Parties are carried out in the ordinary course of business and at arm’s length. The details of the transactions are tabled before the Audit Committee. Further details on this are explained in the Corporate Governance Report. None of the transactions with related parties falls under the scope of Section 188 (1) of the Companies Act, 2013. Hence, no particulars are being provided in Form AOC-2.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of the Companies Act, 2013, and Rules made there under, amended from to time, your Company is not mandatorily required to spend any amount in view of the losses. Your Company has however been undertaking CSR initiatives voluntarily.

CSR Committee constituted in terms of Section 135 of the Companies Act, 2013 monitors the CSR activities undertaken by the Company as per CSR Policy. The CSR Policy has been uploaded on the website of the Company: www.autostampings.com.

The employees from all plants of the Company voluntarily contribute their time by visiting orphanages/ old age homes, schools, etc. to provide some companionship and succor to children and aged people.

Your Company identifies employable local youth and provides training to them under their Skill Development Centre.

ENVIRONMENT, HEALTH AND SAFETY

Your Company is committed to provide a safe, secure and healthy workplace and this has been documented in the Health, Safety and Environment (HSE) policy which is part of the Overarching Wellness strategy of your Company. Your Company has therefore adopted a comprehensive approach to implement this by adopting ‘Total Safety Culture’ concept across its operations. All the Plants of the Company have been certified for EMS 14001 and OHSAS 18001. All plants are especially focused on the wellness initiative.

Your Company has initiated a process for implementation of the British Safety Council (BSC) Certification. All plants have achieved four star ratings. Internal Audits of BSC for health, safety and environment have been conducted at all Plants every quarter and training and awareness initiatives have been undertaken. Health checks and counseling are extended to employees.

During the year, the approach to safety has been further strengthened in all operations of your Company. Regular safety drills and safety audits are conducted at all plants. The requisite training is provided to the employees in Safety.

Your Company has taken initiatives to reduce its carbon footprint by reducing power consumption and selling steel scrap to be reprocessed and sold.

There is a continued focus on tracking of “near miss” incidences which has resulted not only in reduction of reportable accidents but even in first aid injuries and non- reportable accidents. Safety competitions, presentations on safety kaizens, mock drills, etc. are conducted for achieving a safe and healthy work environment.

Your Board of Directors are continually updated on Health, Safety and Environment related matters. QUALITY INITIATIVES

All the manufacturing Plants of your Company are certified under TS 16949 and ISO 14001. Your Company has been implementing the Tata Business Excellence Model to build excellence in its business operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL - Appointment of Directors

During the year under review, the Board made the following appointments based on the recommendations of Nomination and Remuneration Committee. In compliance with the provisions of Companies Act, 2013, the appointment of following Directors is being placed before the Members in the ensuing Annual General Meeting for their approval.

- Appointment of Mr. Ramnath Mukhija (DIN: 00001653) as an Additional Director designated as Non-Executive and Independent Director of the Board with effect from March 10, 2017 to hold office up to the date of ensuing Annual General Meeting. Pursuant to the provisions of Section 161 of the Companies Act, 2013 and Article 37 of the Articles of Association of the Company, Mr. Mukhija vacates office and is eligible for appointment as Non-Executive, Independent Director of the Company. His appointment will be effective up to retirement age as per the Governance Guidelines adopted by the Board i.e. up to February 4, 2019. As per the provisions of Section 149 of the Act, he will not be liable to retire by rotation. Members are requested to refer to Item No.4 of the Notice of the Annual General Meeting and the Explanatory Statement for details of his qualifications and experience.

- Appointment of Mr. Harish Pathak (DIN: 02426760) and Mr. Bharatkumar Parekh (DIN 01521346) as Additional Directors designated as Non-Executive and Non-Independent Directors of the Board with effect from March 10, 2017 to hold office up to the date of ensuing Annual General Meeting. Pursuant to the provisions of Section 161 of the Companies Act, 2013 and Article 37 of the Articles of Association of the Company, Mr. Pathak and Mr. Parekh vacates office and are eligible for appointment as Non-Executive,

Non- Independent Directors of the Company. Members are requested to refer to Item Nos. 5 and 6 of the Notice of the Annual General Meeting and the Explanatory Statement for details of their qualifications and experience.

The Company has received notice in writing from a Member of the Company proposing the candidature of each of them for the office of Director of the Company under Section 160 of the Companies Act, 2013 along with the requisite deposit.

- Retirement by Rotation and Resignation of Directors

Mr. Deepak Rastogi (DIN: 02317869) retired by rotation and was re-appointed in the 26th Annual General Meeting held on July 25, 2016.

Mr. Ajay Tandon (DIN: 00128667 ) will retire by rotation at the conclusion of the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Mr. Arvind Goel (DIN: 02300813) resigned as Director with effect from March 10, 2017. The Board took on record its sincere appreciation for the valuable contribution made by him during his tenure with the Company.

- Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are: Mr. Prashant Mahindrakar, Manager designated as Chief Executive Officer, Mr. Ajay Joshi, Chief Financial Officer and Mr. Ashutosh Kulkarni, Company Secretary.

Mr. Anil Khandekar resigned as a Manager designated as Chief Executive Officer of the Company with effect from January 14, 2017 to pursue his interest elsewhere. The Board placed on record its sincere appreciation for valuable contribution made by him during his tenure with the Company.

Mr. Prashant Mahindrakar was appointed as a Manager designated as Chief Executive Officer of the Company with effect from January 15, 2017. The approval of the Members will be obtained for his appointment and remuneration at the ensuing Annual General Meeting. Members are requested to refer to Item No. 7 of the Notice of the Annual General Meeting and the Explanatory Statement for details.

EVALUATION OF DIRECTORS, THE BOARD & ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Guidance Note on Board Evaluation issued by SEBI on January 5, 2017, the Board has carried out the annual performance evaluation for FY 2016-17 of (a) its own performance; (b) the Directors individually; and (c) the working of its Committees viz. ‘Audit Committee’, ‘Nomination and Remuneration Committee’, ‘Corporate Social Responsibility Committee’. ‘Finance Committee’ and the ‘Stakeholders Relationship Committee’. The details of evaluation process have been explained in the Corporate Governance Report.

REMUNERATION POLICY

The details of the Remuneration Policy as approved and adopted by Board are stated in the Corporate Governance Report.

POLICY WRT QUALIFICATIONS, ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has adopted the Guidelines on Board Effectiveness (“Governance Guidelines” or “guidelines”) which inter-alia cover the criteria for determining qualifications, attributes and independence of a Director. The details of the Policy are stated in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the year are given in the Corporate Governance Report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurring after March 31, 2017 which may affect the financial position of the Company or may require disclosure.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There are no loans, guarantees or investments made by Company under Section 186 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted deposits under Chapter V of the Companies Act, 2013. CORPORATE GOVERNANCE

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Report on Corporate Governance along with the Certificate of Compliance from the Auditors forms part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2016-17.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm that:

1. in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed and there are no material departures;

2. accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the loss of the Company for the year ended on that date;

3. proper and sufficient care have been taken for the maintenance of accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing & detecting fraud and/or other irregularities;

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

5. internal financial controls have been laid down by the Company and that such internal financial controls are adequate and are operating effectively; and

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 as Annexure I to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is annexed as Annexure II to this Report.

PERSONNEL

At the end of March, 2017, your Company had 584 employees (excluding trainees and apprentices) as compared to 636 employees as on March 2016.

Your Company accords high importance in building and sustaining healthy employee engagement with the aim of achieving competitive productivity and harmonious work environment. The industrial relations during the year was remained peaceful. Your Company has been organizing “ASAL Premier League” consistently from last 3 years under Sport & Cultural Activity. With a view to ensure prompt resolution of employee’s grievances, various Committees have been set up under the capable Chairmanships which are guided by Functional Heads / Department Heads e.g. Works Committee, Health, Safety and Environment Committee, Prevention of Sexual Harassment Committee (POSH) etc. The functioning of these Committees are regularly reviewed by the Management and the Board is also updated regularly. During the year, the Employee Engagement Survey has been carried out which had shown significant improvement from 37% in year 2013 to 91% in year 2016.

Your Company has formed HR help desk initiative to resolve grievances/day to day issues of employees within time bound manner. This results in maintaining transparent culture and help to increase satisfaction level of the employees. During the year, your Company received “Best HR Practices Award” from Vibrant HR, Pune.

During the year, your Company has signed a ‘Long Term Wage Settlement Agreement’ with workers union of Chakan plant which is unique and historical in many ways. Considering the competitive market scenario, it has become essential to have substantial improvement in the productivity on the shop floor. Your Company has been implementing TPM, WCSQ, Kaizen and other various systems to improve overall performance of all plants.

Information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in

Annexure III to this Report.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) (i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given since there is no employee who received remuneration in excess of the limits prescribed therein.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Members interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. None of the employee listed in the said Annexure is related to any Director of the Company.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Your Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

Your Company has not received any complaint of sexual harassment during the financial year 2016

17.

RISK MANAGEMENT

The details of Risk Assessment framework are set out in the Corporate Governance Report forming part of the Board’s Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a vigil mechanism. The details of the same are explained in the Corporate Governance Report and also posted on the website of the Company.

NAMES OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company did not have any subsidiaries, associates or joint ventures during the year.

AUDITORS 1. Statutory Auditors:

The Statutory Auditor Price Waterhouse, Chartered Accountants, firm Registration No. 301112E hold office till the conclusion of ensuing Annual General Meeting of the Company.

In accordance with the provisions of Section 139 of the Companies Act, 2013, B S R & Co. LLP, Chartered Accountants (BSR) (Firm Registration No. 101248W/W-100022) are proposed to be appointed as Statutory Auditors for a period of 5 years from FY 2017-18 to hold such office from the conclusion of this 27th AGM till the conclusion of the 32nd AGM of the Company to be held in the FY 2022-23, subject to ratification of their appointment at every AGM, if so required under the Companies Act, 2013.

Your Company has received consent for such appointment and a Certificate prescribed under Section 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 from B S R & Co. LLP, Chartered Accountants to the effect that their appointment, if made is within the prescribed limits under the Companies Act, 2013 and that they are not disqualified. Members are requested to consider the appointment of the Statutory Auditors and authorize the Board of Directors to fix their remuneration.

2. 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, the Board of Directors had appointed SVD & Associates, Company Secretaries for conducting Secretarial Audit of the Company for FY 2016-17. The Report of the Secretarial Audit is annexed herewith as Annexure IV to this Report.

Based on the Audit Committee recommendations, the Board has approved re-appointment of SVD & Associates, Company Secretaries for conducting the Secretarial Audit for FY 2017-18.

The Auditors’ Report and the Secretarial Audit Report for the year ended March 31, 2017 do not contain any qualification, reservation and adverse remark.

AWARDS AND RECOGNITION

During the year, your Company received the “Best Supplier - Delivery 2016 Award” from Tata Motors Limited and the “Certificate of Appreciation” from National Safety Council, India for “Meritorious Performance in Safety” in Manufacturing Sector.

FORWARD LOOKING STATEMENTS

Certain statements describing the Company’s Estimates, Projections, Expectations, Future Outlook, Industry Structure and Developments may be construed “forward-looking statements” within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied in this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Bankers, Customers, Suppliers and Members. Your Board would like to place on record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a very significant part in the Company’s operations.

For and on behalf of the Board of Directors

Pradeep Mallick

Chairman

Place: Pune

Date: May 22, 2017


Mar 31, 2016

Dear Members,

The Directors take pleasure in presenting the Twenty Sixth Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2016. The Management Discussion and Analysis forms part of the Report.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars

Financial Year

2015-16

2014-15

Revenue from Sale of Products (Net)

26,121.68

28,864.98

Other Operating Revenue

175.64

185.14

Other Income

90.58

4.68

Total Revenue

26,387.90

29,054.80

Cost of Materials Consumed (including change in inventories)

19,503.87

22,608.91

Employee Benefit Expense

4,090.91

4,073.56

Other Expenses

2,966.53

3,016.26

Earnings / (Loss) before Depreciation, Financial Charges and Tax

(173.41)

(643.93)

Interest Expense

932.62

824.35

Depreciation and Amortization Expense

963.23

968.90

Profit / (Loss) before Tax

(2,069.26)

(2,437.18)

Tax Expense / (Credit)

-

(120.09)

Profit / (Loss) for the year

(2,069.26)

(2,317.09)

DIVIDEND

Due to the loss during the year, the Board of Directors has not recommended any dividend.

MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian Automobile Industry is made up of Original Equipment Manufacturers (OEMs) i.e. Automobile manufacturers and auto component manufacturers.

The Industry is an emerging sector in India, with almost all global majors having set up their facilities here. The Industry has been continually evolving and absorbing newer technologies in order to align itself with global developments and realize its full potential.

The Auto Components Industry in India comprises of Tier One manufacturers who supply complete component modules to OEMs, Tier Two manufacturers who cater to Tier One manufacturers and Tier Three manufacturers who supply components to Tier Two manufacturers. The Industry is divided into five segments viz. engine parts, drive transmission & steering parts, suspension & brake parts, electric parts and body & chassis. The fortunes of the Auto Components Industry are closely linked with those of the OEMs.

In 2015-16, Auto Industry witnessed an overall growth of 2.58 % for all Segments (as per the table given below). The Passenger Vehicle segment registered a growth of 5.97 %, within this segment, the Utility vehicle grew at 13.66 % and Passenger Car grew by 4.02 % due to new launches in the compact segment of Utility Vehicles and Passenger Cars.

Commercial Vehicle segment grew by 12.10 % based on the recovery of M&HCV segment at 27.04 % and LCV segment saw some recovery during the year, registering a meager growth of 2.77 %. Three wheeler segments registered a negative growth of (1.59 %).

The chart given below shows the production of various categories of vehicles during FY 2015-16 vis-a-vis FY 2014-15.

Segment

2015-16

2014-15

% Growth

Passenger cars

25,19,444

24,22,158

4.02

Utility vehicles

7,11,830

6,26,296

13.66

Vans

1,82,585

1,72,965

5.56

Passenger Vehicles

34,13,859

32,21,419

5.97

M&HCVs

3,41,181

2,68,558

27.04

LCVs

4,41,633

4,29,740

2.77

Commercial Vehicles

7,82,814

6,98,298

12.10

Three Wheelers

9,33,950

9,49,019

-1.59

Two wheelers

1,88,29,786

1,84,89,311

1.84

Quadricycle*

531

-

-

Total of All Categories

2,39,60,940

2,33,58,047

2.58

- Cumulative data is only for Oct-March 16 Source SIAM report

The Auto Components Industry started showing signs of recovery during FY 2015-16 across all segments.

The chart below shows sales and export of various categories of vehicles during FY 2015-16 compared to FY 2014-15:

Segment

Domestic Sales

Exports

2015-16

2014-15

% Growth

2015-16

2014-15

% Growth

Passenger cars

2,025,479

1,877,706

7.87

532,053

542,112

-1.86

Utility vehicles

586,664

552,135

6.25

118,721

77,025

54.13

Vans

177,535

171,395

3.58

3,115

2,204

41.33

Passenger Vehicles

2,789,678

2,601,236

7.24

653,889

621,341

5.24

M&HCVs

302,373

232,755

29.91

35,192

30,652

14.81

LCVs

383,331

382,193

0.30

66,497

56,287

18.14

Commercial Vehicles

685,704

614,948

11.51

101,689

86,939

16.97

Three wheelers

538,092

532,626

1.03

404,441

407,600

-0.78

Two wheelers

16,455,911

15,975,561

3.01

2,481,193

2,457,466

0.97

Quadricycle*

-

-

-

334

-

-

Total of All Categories

20,469,385

19,724,371

3.78

3,641,546

3,573,346

1.91

* Cumulative data is only for Oct-March 16 Source SIAM report

The domestic sales of Passenger Vehicles grew by 7.24 % in FY 2015-16 over the same period last year. Within the Passenger Vehicles, Passenger Cars, Utility Vehicles and Vans grew by 7.87 %, 6.25 % and 3.58 % respectively during the year over the same period last year mainly due to new launches in the compact segment for Passenger Cars and Utility vehicles at very attractive prices.

The domestic Commercial Vehicles segment registered a growth of 11.51 % in FY 2015-16 as compared to the same period last year largely driven by replacement demand, declining fuel prices, pre-buying ahead of BS IV norms and ABS mandatory fitment. Medium & Heavy Commercial Vehicles (M&HCVs) registered a growth at 29.91 % and Light Commercial Vehicles (LCVs) grew marginally by 0.30 % during FY 2015-16 over the same period last year.

Three Wheelers domestic sales grew only by 1.03 % in FY 2015-16 over the same period last year.

In FY 2015-16, overall automobile exports grew by 1.91 %. Passenger Vehicles and Commercial Vehicles registered a growth of 5.24 % and 16.97 % respectively. Three Wheelers de-grew by 0.78 % FY 2015-16 over FY 2014-15.

The Indian Auto Components Ancillary Industry continues to face adverse headwinds to maintain volumes and margins.

Your Company operates in Sheet Metal Components, Assemblies and Sub-assemblies segment of the Auto Components Industry. It manufactures a range of sheet metal components and assemblies for the Automobile Industry and is a Tier One auto components supplier.

OPERATIONS

Your Company''s sales during the year were impacted by lower volumes in the segment in which it predominantly operates. Some of the models under passenger car segment and LCV segment on which your Company has heavy dependence, recorded sharper drop in volume and this had an adverse effect on sales. Even though, the passenger car recorded growth of 4.02 %, your Company couldn''t achieve corresponding growth since the major customer including anchor customer of your Company recorded a negative growth.

Due to the above, the capacity utilization of your Company was low. To minimize the impact of falling volumes and increase in minimum wages, bonus and energy costs, your Company has taken cost reduction initiatives as counter measures such as EBITDA improvement programmes by enhancing productivity and improving operational excellence. Apart from the cost reduction programmes, your Company has been aggressively pursuing new business opportunities in Utility Vehicle segment, Commercial Vehicles Segment and Three Wheeler Segment by getting greater share of business from existing Customers. Your Company is also participating in new program launches in LCV segment which will further enhance its share of business in LCV segment. Your Company is exploring to participate in M & HCV segment by pursuing new business opportunities it with major Customers. Further your Company will also be adding non-auto business.

The order booking of the Company during FY 2015-16 is healthy and it will be realized into sales as per vehicle introduction plan by respective Customer. Accordingly, it will have a positive impact on volumes and hence better capacity utilization, margins and overall performance on a sustained basis in the future.

INCOME AND EXPENDITURE

Net Sales dropped by 9.50% to Rs. 26,121.68 Lakhs primarily due to reduction in Customer volumes and lower steel price leading to lower component sales. Other operating income mainly comprises of income from job work which is reduced by 5.13% to Rs. 175.64 Lakhs. Other Income mainly consists of profit on sale of assets (net) of Rs. 79.48 Lakhs.

Cost of materials consumed (including change in stock) as a percentage to sales decreased by 3.66% to 74.67% because of change in the product mix. The Management has been taking continuous steps to improve material utilization.

The inflationary effect of Employee expenses has been partially offset by the productivity improvements programs undertaken by the Management. Other Expenses comprising Manufacturing, Administration and Selling Expenses have been reduced by 1.65% to Rs. 2966.53 Lakhs due to reduction in Sales volumes and implementation of EBITDA improvement programmes.

Even though net sales were dropped by 9.50% as compared to FY 2014-15, however with the management initiatives on productivity improvements and cost reduction programmes, the Loss before Depreciation, Financial Charges and Tax was contained at Rs. 173.41 Lakhs as against Earnings before Depreciation, Finance Costs and Tax of Rs. 643.93 Lakhs in the previous year.

Interest expense increased by 13.13% to Rs. 932.62 Lakhs due to increase in borrowings. Depreciation and amortization expense have been reduced from Rs. 968.90 Lakhs to Rs. 963.23 Lakhs. OPPORTUNITIES AND THREATS

- Investment in Technology / Process:

As the automotive market is continually upgrading its technology and processes, your Company is also upgrading its technology to participate in new vehicle programmes launched by Customer.

- Company''s own technology / processes / system improvement plan:

Your Company is undertaking various new technology initiatives, process upgradation and system enhancements which will further improve the productivity and potential for new businesses from existing and new customers. This will not only enhance the capacity utilization but will also broaden the customer base and introduction into new business segments.

The auto industry is on the way to grow but the major customers of your Company are under pressure and have to regain the market position in their respective segments.

The profitability of the Indian Auto Components Industry is likely to continue to be under strain due to pricing pressures from OEMs because of new product launches which has created heightened competitive intensity thereby constraining their pricing flexibility.

SEGMENT-WISE PERFORMANCE

The Company operates only in the Automobile Component Segment in the Domestic Market.

FUTURE OUTLOOK

According to SIAM, in FY 2016- 17 passenger vehicle sales are projected to grow between 6-8 %, M & HCVs at 12-15 % and in LCV segment single digit growth is expected. Three-wheeler sales are also expected to recover with rising urbanization and migration to cities boosting intra-city

Automotive Stampings and Assemblies Limited transportation. Three-wheeler manufacturers are pushing further into rural areas as LCVs try to encroach on traditional three- wheeler markets.

According to SIAM, during FY 2016-17 industry GDP is expected to grow at 7.6 % whereas the overall GDP of the country is expected to grow at a rate of 7.9 %.

There is proposed outlay by the Government on account of infrastructure spending in Roads, Railways, Ports and Smart City etc. The Government has also planned certain initiatives to boost rural consumption which will help drive GDP growth. Additionally Government is planning to bring 7th pay Commission which will provide higher discretionary income. Normal monsoons are forecasted for the year; as a result it is likely that agricultural GDP would experience a faster growth pace. All these factors will eventually drive GDP growth.

Recently RBI has cut repo rate by 25 basis point putting the current rate at 6.50 % thereby reducing the interest rates by 50 basis points. This momentum may continue in FY 2016-17 provided inflation is under control. It is expected that Commodity prices will remain stable or may slightly go up.

RISKS AND CONCERNS

- Skill Availability:

In some of the locations of our operations, sourcing of skilled labour is an issue which may create challenges for future growth.

- Rising input costs:

The rising input cost is a cause for concern which, unless controlled, will impact sales and also erode margins.

- Concentrated Customer Base:

Concentrated OEM and limited product portfolio make the component manufacturers vulnerable to the vagaries of business cycles.

Your Company has been taking steps to mitigate the risks by creating a state of internal readiness to seize opportunities that unfold and continues to explore new business opportunities.

STATE OF COMPANY''S AFFAIRS

Discussion on state of Company''s affairs has been covered as part of the Management Discussion and Analysis.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has developed robust internal control systems by documenting procedures covering financial and operating functions. These systems are providing a reasonable assurance with regard to its financial and operations controls.

Some significant features of the internal control systems are:

- Implementation of ERP (SAP) for online control of all transactions including finance, materials, dispatch, quality, costing, etc. across all locations.

- A detailed preparation and subsequent monitoring of both Annual budgets & Capital Expenditure budgets for all its functions.

- Internal audits are conducted by external auditors and they audit all aspects of business, based on audit programmes finalized by the Audit Committee.

- Review of the financial performance by Audit Committee.

RELATED PARTIES

Note 25 of the Financial Statements sets out the nature of transactions with related parties. Transactions with Related Parties are carried out in the ordinary course of business and at the arm''s length. The details of the transactions are tabled before the Audit Committee. Further details on this are explained in the Corporate Governance Report. None of the transactions with related parties falls under the scope of Section 188 (1) of the Companies Act, 2013. Hence, no particulars are being provided in Form AOC-2.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

Pursuant to the provisions of the Companies Act, 2013, and rules made there under, amended from to time, your Company is not mandatorily required to spend any amount on this account in view of the losses. Your Company has however been undertaking CSR initiatives voluntarily.

Corporate Social Responsibility Committee constituted in terms of Section 135 of the Companies Act, 2013 monitors the CSR activities undertaken by the Company as per CSR Policy. The CSR Policy has been uploaded on the website of the Company: www.autostampings. com.

The employees from all plants of the Company voluntarily contribute their time by visiting orphanages/ old age homes, schools, etc. to provide some companionship and succor to children and aged people. Your Company identifies employable local youth and provides training to them under their Skill Development Centre.

ENVIRONMENT, HEALTH AND SAFETY

Your Company is committed to provide a safe, secure and healthy workplace and this has been documented in the Health, Safety and Environment (HSE) policy which is part of the Overarching Wellness strategy of your Company. Your Company has therefore adopted a comprehensive approach to implement this by adopting ''Total Safety Culture'' concept across its operations. All the Plants of the Company have been certified for EMS 14001 and OHSAS 18001. All plants are especially focused on the wellness initiative.

Your Company has initiated a process for implementation of the British Safety Council (BSC) Certification. All plants are having three star ratings and taken a goal for achieving four star rating. Internal Audits of BSC for health, safety and environment have been conducted at all Plants every quarter and training and awareness initiatives have been undertaken. Health checks and counseling are extended to employees.

During the year, the approach to safety has been further strengthened in all operations of your Company. Regular safety drills and safety audits are continued at all plants. The requisite training is provided to the employees in Safety.

Your Company has adopted "Grey to Green" climate change policy to reduce its carbon footprint by reducing power consumption and selling steel scrap to be reprocessed and sold.

There is a continued focus on tracking of "near miss" incidences, which has resulted not only in reduction of reportable accidents but even in first aid injuries & non- reportable accidents. Safety competitions, presentations on safety kaizens, mock drills, etc. are conducted for achieving a safe and healthy work environment.

Your Board of Directors are continually updated on Health, Safety and Environment related matters. QUALITY INITIATIVES

All the manufacturing Plants of your Company are certified under TS 16949 and ISO 14001. Your Company has been implementing the ''Tata Business Excellence Model'' to build excellence in its business operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Deepak Rastogi (DIN : 02317869) will retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

Mr. Arvind Goel (DIN: 02300813) retired by rotation and was re-appointed in the 25th AGM held on July 23, 2015.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are: Mr. Anil Khandekar, Manager designated as Chief Executive Officer, Mr. Ajay Joshi, Chief Financial Officer and Mr. Ashutosh Kulkarni, Company Secretary. During the year under review, Mr. Shailendra Dindore resigned from the post of Company Secretary and Compliance Officer with effect from EOB July 10, 2015. The Board places on record its appreciation for the services rendered by him during his tenure with the Company. Mr. Ashutosh Kulkarni has been appointed as Company Secretary and Compliance Officer with effect from July 23, 2015.

Apart from above there has been no change in the Directors / Key Managerial Personnel during the year.

EVALUATION OF DIRECTORS, THE BOARD & ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation for FY 2015-16 of (a) its own performance; (b) the Directors individually; and (c) the working of its Committees viz. ''Audit Committee'', ''Nomination and Remuneration Committee'', ''Corporate Social Responsibility Committee''; ''Finance Committee'' and the ''Stakeholders Relationship Committee''. The details of evaluation process have been explained in the Corporate Governance Report.

REMUNERATION POLICY

The details of the Remuneration Policy as approved and adopted by Board are stated in the Corporate Governance Report.

POLICY WRT QUALIFICATIONS, ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has adopted the Guidelines on Board Effectiveness ("Governance Guidelines" or "guidelines") which inter-alia cover the criteria for determining qualifications, attributes and independence of a Director. The details of the Policy are stated in the Corporate Governance Report. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD AND COMMITTEE MEETINGS

The details of Board / Committee composition and meetings held during the year are given in the Corporate Governance Report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurring after March 31, 2016 which may affect the financial position of the Company or may require disclosure.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There are no loans, guarantees or investments made by Company under Section 186 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted deposits under Chapter V of the Companies Act, 2013.

CORPORATE GOVERNANCE

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance, along with the Certificate of Compliance from the Auditors, forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

1. In the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed and there are no material departures;

2. Accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the loss of the Company for the year ended on that date;

3. Proper and sufficient care have been taken for the maintenance of accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing & detecting fraud and / or other irregularities;

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

5. Internal financial controls have been laid down by the Company and that such internal financial controls are adequate and are operating effectively; and

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 as Annexure I to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is annexed as Annexure II to this Report.

PERSONNEL

At the end of March, 2016, your Company had 636 employees (excluding trainees and apprentices) and there is no change in the employee count of March, 2016 as compared to end of March 2015.

Your Company accords high importance in building and sustaining healthy employee engagement with the aim of achieving competitive productivity & harmonious work environment. The industrial relations during the year was remained peaceful. With a view to ensure prompt resolution of employee''s grievances, various Committees have been set up under the capable Chairmanships which are guided by Functional Heads / Department Heads e.g. Works Committee, Health, Safety and Environment Committee, Prevention of Sexual Harassment Committee (POSH) etc.

The functioning of these Committees are regularly reviewed by the Management and the Board is also updated regularly.

During the year, your Company has signed a long term wage settlement agreement with workers union of Bhosari plant which is unique and historical in many ways. Considering the competitive market scenario, it has become essential to have substantial improvement in the productivity on the shop floor. Your Company has been implementing TPM, WCSQ, Kaizen and other various systems to improve overall performance of all plants.

The Information required under Section 197(12) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure III to this Report.

A statement containing the name of employee who received remuneration in excess of the limits prescribed under Section 197 of the Companies Act, 2013, read with Rule 5 (2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure IV to this Report.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Your Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

Your Company has not received any complaint of sexual harassment during the financial year 2015-16. RISK MANAGEMENT

The details of Risk Assessment framework are set out in the Corporate Governance Report forming part of the Boards'' Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism. The details of the same are explained in the Corporate Governance Report and also posted on the website of the Company.

NAMES OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

The Company did not have any subsidiaries, associates or joint ventures during the year.

AUDITORS

1. Statutory Auditors:

M/s. Price Waterhouse, Chartered Accountants (Firm Reg. No. 301112E) will retire at the conclusion of the ensuing AGM as Statutory Auditors and being eligible, offer themselves for re-appointment. Your Company has received a certificate, confirming that if re-appointed, their re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. Members are requested to consider the re-appointment of the Statutory Auditors and authorize the Board of Directors to fix their remuneration.

2. 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, the Board of Directors had appointed M/s. SVD & Associates, Company Secretaries for conducting Secretarial Audit of the Company for FY 2015-16. The Report of the Secretarial Audit is annexed herewith as Annexure V to this Report.

Based on the Audit Committee recommendations, the Board has approved re-appointment of M/s. SVD & Associates, Company Secretaries for conducting the Secretarial Audit for FY 2016-17.

The Auditors'' Report and the Secretarial Audit Report for the year ended March 31, 2016 do not contain any qualification, reservation and adverse remark.

AWARDS AND RECOGNITION

Your Company received meritorious Award for "Improvement in Quality" organized by Quality Circle Forum of India (QCFI) and Award for "Quality Implementation" from Tata Motors Limited.

FORWARD LOOKING STATEMENTS

Certain statements describing the Company''s Estimates, Projections, Expectations, Future Outlook, Industry Structure and Developments may be construed "forward-looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied in this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Bankers, Customers, Suppliers and Members.

Your Board would like to place on record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a very significant part in the Company''s operations.

For and on behalf of the

Board of Directors

Pradeep Mallick

Chairman

Date: April 28, 2016

Place: Pune


Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Twenty Fifth Annual Report together with the Audited Financial Statement of your Company for the year ended March 31, 2015. The Management Discussion and Analysis forms part of the Report.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Financial Year

2014-15 2013-14

Revenue from Sale of Products (Net) 28,864.98 33,757.54

Other Operating Revenue 185.14 408.60

Other Income 4.68 12.07

Total Revenue 29,054.80 34,178.21

Cost of Materials Consumed (including change in inventories) 22,608.91 26,009.49

Employee Benefit Expense 4,073.56 4,043.21

Other Expenses 3,016.26 3,147.27

Earnings / (Loss) before Depreciation, Financial Charges and Tax (643.93) 978.24

Interest Expense 824.35 663.56

Depreciation and Amortization Expense 968.90 1,519.97

Profit / (Loss) before Tax (2,437.18) (1,205.29)

Tax Expense / (Credit) (120.09) (376.00)

Profit / (Loss) for the year (2,317.09) (829.29)

DIVIDEND

Due to the loss during the year, the Board of Directors has not recommended a dividend.

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian Automobile Industry is made up of Original Equipment Manufacturers (OEMs) i.e. Automobile manufacturers and auto component manufacturers.

The Industry is an emerging sector in India, with almost all global majors having set up their facilities here. The Industry has been continually evolving and absorbing newer technologies in order to align itself with global developments and realise its full potential.

The Auto Components Industry in India comprises Tier One manufacturers who supply complete component modules to OEMs, Tier Two manufacturers who cater to Tier One manufacturers and Tier Three manufacturers who supply components to Tier Two manufacturers. The Industry is divided into five segments viz. engine parts, drive transmission & steering parts, suspension & brake parts, electric parts and body & chassis.

The fortunes of the Auto Components Industry are closely linked with those of the OEMs.

The Auto Components Industry has been impacted during the year due to economic slowdown of the industry in general and particularly, the automobile industry.

The chart below shows the sales of various categories of vehicles during FY 2014-15 compared to FY 2013-14:

Segment 2014-15 2013-14 Growth

Passenger cers 1,876,012 1,286,226 4.99%

Utility vehicles 553,699 525,839 5.30%

Vans 171,395 190,844 - 1 0.19%

3 -wheelers 531,927 490,085 10.80%

Medium & Heavy commercial vehicles ( M & HCVc) 252,755 250,618 16.02%

Light commercial vehicles (LCVs) 382,206 432,233 - 11.57%

Source: SIAM report

The Indian Auto Components Industry has also been facing its most formidable challenge to maintain volumes as well as margins.

Your Company operates in Sheet Metal Components, Assemblies and Sub-assemblies segment of the Auto Components Industry. It manufactures a range of sheet metal components and assemblies for the Automobile Industry and is a Tier One auto components supplier.

OPERATIONS

Your Company''s sales during the year were impacted by lower volumes in the segment in which it predominantly operates. Some of the models under passenger car segment and LCV segment, on which your Company has heavy dependence, recorded sharper drop in volume and this had a very adverse effect on sales. Even though, the passenger car segment recorded growth of 4.99%, your Company couldn''t achieve corresponding growth since the anchor customer of your Company recorded a negative growth.

Consequently, your Company could not utilize its capacity fully In addition, the frequent fluctuations in demand during the financial year 2014-15 have made planning for other resources difficult.

To minimise the impact of falling volumes and increasing input costs, your Company launched a number of containment actions and cost reduction drives as counter measures such as EBITDA improvement initiatives to enhance internal efficiencies and improve operational excellence. Apart from the cost reduction programmes, the Company has been aggressively pursuing new business opportunities. These initiatives will have a positive impact on volumes, margins and overall performance on a sustained basis in the future.

INCOME AND EXPENDITURE

Sales dropped by 14.49% to Rs. 28,864.98 Lakhs primarily due to lower volume and reduction in sales of tools, dies and moulds.

Other Operating Revenue which mainly comprises income from job work, reduced by 54.69% to Rs. 185.14 Lakhs.

Other Income, which mainly consists of interest on deposits, gain on exchange fluctuations and profit on sale of assets, reduced by 61.23% to Rs. 4.68 Lakhs. The prime reason for this was a loss caused by exchange fluctuations in the year under review against a gain in the previous year.

Cost of materials consumed (including change in stock) as a percentage to sales increased by 1.28% to 78.33% because of change in the product mix due to lower volume of LCVs. The Management has been taking continuous steps to improve control over material utilisation.

Employee expenses have remained almost at the same level as in the previous year since the effect of productivity improvements done was offset by the salary increases.

Other Expenses comprising Manufacturing, Administration and Selling Expenses reduced by 4.16% to Rs. 3,016.26 Lakhs due to reduction in Sales volumes and implementation of EBITDA improvement programmes. However, the reduction was partly offset by the increase in expenses on Repairs and maintenance.

The Loss before Depreciation, Financial Charges and Tax was Rs. 643.93 Lakhs as against Earnings before Depreciation, Finance Costs and Tax of Rs. 978.24 Lakhs in the previous year.

Interest expense increased by 24.23% to Rs. 663.56 Lakhs due to increase in borrowings.

Depreciation and amortization expense have reduced due to revision in the estimated useful lives of fixed assets, primarily plant and machinery, effective April 1, 2014 pursuant to the provisions of the Companies Act, 2013.

OPPORTUNITIES AND THREATS

* Investment in Technology:

As the automotive market is continually upgrading its technology, your Company is also upgrading its technology to participate in new vehicle programmes.

* Companies'' own technology improvement plan:

Your Company is undertaking various new technology initiatives which will further improve the potential for new businesses from existing and new customers.

The rural market is also facing a slowdown because of the impact of unseasonal rains that have hit the agricultural sector. Slowdown in industrial activity and modest income growth have been the key growth retarders over the past few years. The profitability of the Indian Auto Components Industry is likely to continue to be under strain due to pricing pressures from OEMs because of new product launches which has created heightened competitive intensity thereby constraining their pricing flexibility

SEGMENT-WISE PERFORMANCE

The Company operates only in the Automobile Component Segment in the Domestic Market.

FUTURE OUTLOOK

The industry is expected to benefit from lower fuel costs and softening of interest rates that would ideally help in replacements in the automotive sector. It is likely that the hatchback segment will see a visible growth as first-time buyers prefer new cars to two-wheelers or used cars.

The medium and long term outlook remains positive for the automotive sector and consequently, the auto component sector. This confidence is based on strong sector fundamentals which include low incidence of vehicle penetration in the country, projected high rate of GDP growth for the Indian economy, huge investments being made by the Government in infrastructure along with migration of middle class population to urban areas with aspirations for better living standards.

RISKS AND CONCERNS

* Rising input costs:

The rising input cost is a cause for concern which, unless controlled, will impact sales and also erode margins.

* Skill Availability:

In some of the locations of our operations, sourcing of skilled labour is an issue which may create challenges for future growth.

* Concentrated Customer Base:

Concentrated OEM and limited product portfolio make the component manufacturers vulnerable to the vagaries of business cycles.

Your Company has been taking steps to mitigate the risks by creating a state of internal readiness to seize opportunities that unfold and continues to explore new business opportunities.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has developed a robust internal control systems by documenting procedures covering financial & operating functions. These systems are providing a reasonable assurance with regard to its financial & operations controls.

Some significant features of the internal control systems are:

* A detailed preparation and subsequent monitoring of both Annual budgets & Capital Expenditure budgets for all its functions.

* Implementation of ERP (SAP) for online control of all transactions including finance, materials, dispatch, quality, costing, etc. across all locations.

* Internal audits are conducted by external auditors and they audit all aspects of business, based on audit programmes finalised by the Audit Committee

* Review of the financial performance by Audit Committee.

RELATED PARTIES

Note 24 of the Accounts sets out the nature of transactions with related parties. Transactions with Related Parties are carried out in the ordinary course of business and at the arm''s length. The details of the transactions are tabled before the Audit Committee. Further details on this are explained in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

Pursuant to the provisions of the Companies Act, 2013, your Company is not mandatorily required to spend any amount on this account in view of the losses. Your Company has however been undertaking CSR initiatives voluntarily.

Your Company has constituted a Corporate Social Responsibility Committee in terms of section 135 of the Companies Act, 2013. The Committee has formulated a CSR Policy to be undertaken by your Company covering the activities specified in the Act. The Policy has been uploaded on the website of the Company: www.autostampings. com.

The employees from all plants of the Company voluntarily contribute their time by visiting orphanages/ old age homes, schools, etc. to provide some companionship and succour to the needy children and aged people.

Your Company identifies employable local youth and provides training to them under their Skill Development Centre.

ENVIRONMENT, HEALTH AND SAFETY

Your Company is committed to provide a safe, secure and healthy workplace and this has been documented in the Health, Safety and Environment (HSE) policy which is part of the Overarching Wellness strategy of your Company. Your Company has therefore adopted a comprehensive approach to implement this by adopting ''Total Safety Culture'' concept across its operations. All the Plants of the Company have been certified for EMS 14001 and OHSAS 18001. The Pune plants are especially focused on the wellness initiative.

Your Company has initiated a process for implementation of the British Safety Council (BSC) Certification. Internal Audits have been conducted at all Plants and training and awareness initiatives have been undertaken.

During the year, the approach to safety has been further strengthened in all operations of your Company. Regular safety drills and safety audits are continued at all plants. The requisite training is provided to the employees in Safety. HSE audits are carried out every quarter and health checks & counseling are extended to employees.

Your Company has adopted "Grey to Green" climate change policy to reduce its carbon footprint by reducing power consumption and selling steel scrap to be reprocessed and sold.

There is a continued focus on tracking of "near miss" incidences, which has resulted not only in reduction of reportable accidents but even in first aid injuries & non- reportable accidents. Safety competitions, presentations on safety kaizens, mock drills, etc. are conducted for achieving a safe and healthy work environment.

Your Board of Directors are continually updated on Health, Safety and Environment related matters.

QUALITY INITIATIVES

All the manufacturing Plants of your Company are certified under TS 16949 and ISO 14001. Your Company has been implementing the Tata Business Excellence Model to build excellence in its business operations.

DIRECTORS

Mr. Arvind Goel will retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

EVALUATION OF DIRECTORS, THE BOARD & ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation for FY 2014-15 of (a) its own performance; (b) the Directors individually; and (c) the working of its Committees viz. Audit Committee, ''Nomination and Remuneration Committee'', ''Corporate Social Responsibility Committee''; Finance Committee and the ''Stakeholders Relationship Committee''. The details of evaluation process have been explained in the Corporate Governance Report.

REMUNERATION POLICY

On the recommendation of the ''Nomination and Remuneration Committee'', the Board has approved and adopted a Remuneration Policy. The details of the Policy are stated in the Corporate Governance Report.

POLICY WRT QUALIFICATIONS, ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has adopted the Guidelines on Board Effectiveness ("Governance Guidelines" or "guidelines") which inter alia cover the criteria for determining qualifications, attributes and independence of a Director. The details of the Policy are stated in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) and Clause 49 of the Listing Agreement.

BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the year are given in the Corporate Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance, along with the Certificate of Compliance from the Auditors, forms a part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

1. in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures;

2. accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the loss of the Company for the year ended on that date;

3. proper and sufficient care have been taken for the maintenance of accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing & detecting fraud and/or other irregularities;

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

5. internal financial controls have been laid down by the Company and that such internal financial controls are adequate and are operating effectively; and

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed as Annexure I to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act and Rule 12 (1) of Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT.9 is annexed as Annexure II to this Report.

PERSONNEL

At the end of March, 2015, your Company had 636 employees (excluding trainees and apprentices) as against 661 in March, 2014.

Your Company accords high importance to building and sustaining healthy industrial relations with the aim of achieving competitive productivity & cordial work environment. The industrial relations have remained harmonious. With a view to ensure prompt resolution of employee grievances, various Committees have been set up under the Chairmanship of Functional Heads / Department Heads e.g. Works Committee, Health, Safety and Environment Committee, Prevention of Sexual Harassment Committee, etc.

The functioning of these Committees is regularly reviewed by the Management and the Board is also updated regularly.

During the year, your Company has signed a long term productivity linked wage agreement at Halol plant. Considering the competitive market scenario, it has become essential to substantially improve the productivity on the shop floor. Your Company has been implementing TACO Productivity Management System (TPMS) on the principles of Maynard Operation Sequence Technique (MOST) to improve productivity, resulting in rationalisation / reduction in manpower in all the Plants.

The Information required under section 197(12) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure III to this Report.

There was no employee of the Company who received remuneration in excess of the limits prescribed under Section 197 of the Companies Act, 2013, read with Rule 5 (2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2014-15.

RISK MANAGEMENT

The details of Risk Assessment framework are set out in the Corporate Governance Report forming part of the Board''s Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism. The details of the same are explained in the Corporate Governance Report and also posted on the website of the Company.

AUDITORS

1. Statutory Auditors:

M/s. Price Waterhouse, Chartered Accountants (Firm Reg. No. 301112E) will retire at the conclusion of the ensuing Annual general meeting of your Company as Statutory Auditors and being eligible, offer themselves for re-appointment. Your Company has received a certificate, confirming that if re-appointed, their re-appointment will be in accordance with Section 139 read with Section 141 of the Act. Members are requested to consider the re-appointment of the Statutory Auditors and authorize the Board of Directors to fix their remuneration.

2. 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, the Board of Directors had appointed M/s. SVD & Associates, Company Secretaries for conducting Secretarial Audit of the Company for FY 2014-15. The Report of the Secretarial Audit is annexed herewith as Annexure IV to this Report.

Based on the Audit Committee recommendations, the Board has approved re-appointment of M/s. SVD & Associates, Company Secretaries for conducting the Secretarial Audit for FY 2015-16.

The Auditors'' Report and the Secretarial Audit Report for the year ended March 31, 2015 do not contain any qualification and adverse remark.

AWARDS AND RECOGNITION

Your Company received ''Supplier Quality Excellence Award'' from General Motors, India and ''Overall Performance Award'' from Tata Motors Limited.

FORWARD LOOKING STATEMENTS

Certain statements describing the Future Outlook, Industry Structure and Developments may be construed "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied in this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Bankers, Customers, Suppliers and Shareholders.

Your Board would like to place on record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a very significant part in the Company''s operations.



For and on behalf of the Board of Directors

Pradeep Mallick Pune, April 22, 2015 Chairman


Mar 31, 2013

Dear Members,

The Directors take pleasure in presenting the Twenty Third Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. in Crore)

Particulars Financial Year

2012-13 2011-12

Total Revenue 465.18 571.73

Earnings before Depreciation, Financial Charges and Tax 13.66 29.31

Finance Cost 4.74 5.46

Depreciation and Amortization Expense 15.24 14.97

Profit / (Loss) before Tax (6.32) 8.88

Tax Expense / (Credit) (1.89) 2.91

Profit / (Loss) for the year (4.43) 5.97

DIVIDEND

Due to the loss during the year, the Board of Directors has not recommended a dividend.

CORPORATE SOCIAL RESPONSIBILTY

In terms of societal contribution, the following initiatives have been undertaken by the Company:

- The Company has adopted an orphanage/ old age home wherein the employees voluntarily contribute their time and effort to provide some companionship and succour to the children. The Company also contributes financially to mitigate the hardships by providing help to this orphanage.

- The Company identifies employable local youth and provides training to them under earn and learn scheme.

- The Company also contributes to social causes such as educational institutions.

ENVIRONMENT, HEALTH AND SAFETY

The Company is deeply conscious of its responsibility towards the environment, health and safety of its employees. During the year, the Company planted more than 600 trees in Chakan and Bhosari plants and installed oil skimmer in Chakan plant to separate oil from water.

Electrical safety audit and Thermographic survey were conducted in the plants during the year. The Company has planned to undergo a safety audit from National Safety Council (NSC) in all its plants in the current financial year.

Moreover, all plants of the Company have a daily safety walk conducted by the staff and permanent workers to different areas of the plant. The suggestions made during the walk are tracked and addressed by the concerned departments. The Company has also appointed Safety Officers in various plants, who work closely with the Plant Heads to address Health, Safety and Environment (HSE) matters in the plants. To increase awareness of safety and to avoid accidents, the employees of the Company are being trained to identify near miss accidents.

For better medical facility to the employees, the Company has appointed a full time Medical Officer in Chakan plant.

QUALITY INITIATIVES

All the manufacturing plants of the Company are certified under TS 16949 and ISO 14001. The Company has been implementing the Tata Business Excellence Model to build excellence in the business operations.

DIRECTORS

Mr. Pradeep Mallick and Mr. R A Savoor will retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance, along with the Certificate of Compliance from the Auditors, forms a part of this Report.

THE DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. In the preparation of the Annual Accounts for the year 2012-13, the applicable Accounting Standards have been followed and that there are no material departures;

2. They have, in consultation with the Statutory Auditors, selected and applied accounting policies consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. March 31, 2013 and of the loss of the Company for the year ended on that date;

3. They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required in terms of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure I to this Report.

PERSONNEL

At the end of March, 2013, the Company had 2000 employees as against 2929 in March, 2012.

The Company believes in providing a conducive environment for nurturing potential, encouraging performance and retaining talent at all levels.

The Company faced labour agitation for wage revision and other related matters at the manufacturing plants at Bhosari and Chakan. The strike resorted to by the permanent workers at Chakan plant with effect from October 12, 2012 was called off on November 26, 2012. Similarly, stoppage of work resorted to by the permanent workers at Bhosari plant with effect from October 12, 2012 was called off on November 10, 2012. The Company has signed a long-term productivity linked wage agreement with the trade union at Bhosari. The discussions are continuing with the union at Chakan. Harmonious industrial relations prevailed at other plants of the Company.

There was no employee of the Company who received remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees), Amendment Rules, 2011.

AUDITORS

Price Waterhouse (FRN: 301112E), Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

COST AUDITORS

As per the Order of the Ministry of Corporate Affairs, Cost Audit has become applicable for the Company since the financial year 2012-13. The Company had appointed M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune as the Cost Auditors for the financial year 2012-13. Based on the Audit Committee recommendations, the Board has approved the reappointment of the firm for the financial year 2013-14.

SECRETARIAL AUDIT REPORT

The Company appointed M/s. S. V. Deulkar & Co, Company Secretaries for conducting Secretarial Audit of the Company for the financial year ended March 31, 2013. The Secretarial Audit Report is attached to this Annual Report. The Report confirms compliance by the Company with provisions of the Companies Act, 1956, Listing Agreement with the Stock Exchanges and the applicable Regulations under Securities and Exchange Board of India Act, 1992 except an instance of delay in intimation of calling off of strike as per clause 36 of the Listing Agreement. Steps are being taken to further strengthen the compliance mechanism.

FORWARD LOOKING STATEMENTS

Certain Statements describing the Future Outlook, Industry Structure and Developments may be "forward - looking statements" within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied in this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks and appreciation for the guidance, support and continued co-operation extended by Bankers, Central and State Governments, Customers, Suppliers and Shareholders.

The Directors also take this opportunity to record their appreciation of the dedicated efforts and contribution made by all the employees.

For and on behalf of the

Board of Directors

Pradeep Mallick

Mumbai, May 6, 2013 Chairman


Mar 31, 2012

The Directors take pleasure in presenting the Twenty Second Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS

(Rs. in Crores)

Particulars Financial Year

2011-12 2010-11

Total Revenue 571.73 531.90

Earnings before Depreciation, Financial Charges and Tax 29.31 33.88

Finance Cost 5.46 5.86

Depreciation and Amortization Expense 14.97 12.97

Profit before Tax 8.88 15.05

Tax Expense 2.91 4.88

Profit for the year 5.97 10.17

DIVIDEND

The Directors have paid dividend of Rs. 0.41 Crores (exclusive of dividend tax) on pro-rata basis on 90,00,000 12% Cumulative Redeemable Preference shares redeemed on August 17, 2011.

The Directors are pleased to recommend an equity dividend of 15% (Rs. 1.50 per share) for the year 2011-12. It would lead to an outflow of about Rs. 2.38 Crores (excluding dividend tax).

CORPORATE SOCIAL RESPONSIBILTY

In terms of societal contribution, the following initiatives have been undertaken by the Company:

* The Company has adopted an orphanage wherein the employees voluntarily contribute their time and effort to provide some companionship and succour to the children. The Company also contributes financially to mitigate the hardships by providing help to this orphanage.

* The Company identifies employable local youth and provides training to them under earn and learn scheme.

* The Company also contributes to social causes such as hospitals, educational institutions, etc. ENVIRONMENT, HEALTH AND SAFETY

In terms of its responsibility towards the environment, the initiatives undertaken include the planting of trees in the vacant land at Plant sites, conservation in water usage, minimizing effluents through better monitoring and corrective measures, use of solar powered heaters, oil skimmers for separating the oil from sewage, energy efficient CFL Lighting in place of Florescent lamps, reduction of quantum of input material through Value Analysis/Value Engineering activities, use of Piped Natural Gas (PNG) instead of diesel for heating purpose in Autophoretic Process and optimum utilisation of transport vehicles through multi stacking of pallets.

The Company has also undertaken the Green Initiative by sending electronic communications to its Directors and Shareholders.

The Company follows all statutory and safety norms. Safety is accorded prime importance in the organization. The Company has Safety Committees and Safety Captains in each Plant, who oversee the Workforce's safety, through ensuring safe conditions and actions. Safety audits and evacuation drills are conducted regularly and all staff members are encouraged to participate. Periodic health checkup for the employees is also conducted.

QUALITY INITIATIVES

All the manufacturing plants of the Company are certified under TS 16949 and ISO 14001. The Company has been implementing the Tata Business Excellence Model to build excellence in the business operations.

DIRECTORS' Appointment

Mr. Ajay Tandon was appointed as an Additional Director of the Company w.e.f. July 27, 2011. He holds office up to the date of the ensuing Annual General Meeting of the Company. Notice has been received from a member of the Company proposing his candidature for the office of Director. The Directors recommend his appointment.

* Retirement by Rotation

Mr. L Lakshman and Mr. Amitabha Mukhopadhyay will retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance, along with the Certificate of Compliance from the Auditors, forms a part of this Report.

THE DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors confirm that -

1. In the preparation of the Annual Accounts for the year 2011-12, the applicable Accounting Standards have been followed and that there are no material departures;

2. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. March 31, 2012 and of the profit of the Company for the year ended on that date;

3. They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required in terms of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure I to this Report.

PERSONNEL

At the end of March, 2012, the Company had 2929 employees as against 2525 in March, 2011.

The Company believes in providing a conducive environment for nurturing potential, encouraging performance and retaining talent at all levels. Harmonious industrial relations prevailed at all the Plants of the Company.

The details of employees of the Company who received remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules, 2011 are given in Annexure II to this Report.

AUDITORS

Price Waterhouse, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

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 M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune as the Cost Auditors for the financial year 2012-13.

SECRETARIAL AUDIT REPORT

The Company appointed M/s. S. V. Deulkar & Co., Company Secretaries for conducting Secretarial Audit of the Company for the financial year ended March 31, 2012. The Secretarial Audit Report is attached to this annual report. The Report confirms compliance by the Company with provisions of the Companies Act, 1956, Listing Agreement with the Stock Exchanges and the applicable Regulations under Securities and Exchange Board of India Act, 1992.

FORWARD LOOKING STATEMENTS

Certain Statements describing the Future Outlook, Industry Structure and Developments may be "forward - looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand / supply, price conditions in domestic and overseas market in which the Company operates, changes in Government regulations, tax laws and other statutes.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks and appreciation for the guidance, support and continued co-operation extended by Bankers, Central and State Governments, Customers, Suppliers and Shareholders.

The Directors also take this opportunity to record their appreciation of the dedicated efforts and contribution made by all the employees.

For and on behalf of the

Board of Directors

Pradeep Mallick

Mumbai, April 24, 2012 Chairman


Mar 31, 2011

The Directors take pleasure in presenting their Twenty First Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2011.

FINANCIAL RESULTS

(Rs. in Crores)

Particulars Financial Year

2010-11 2009-10

Sales and other income 531.90 417.27

Earnings before Depreciation, Financial Charges and Tax 34.00 28.21

Financial Charges 5.98 6.94

Depreciation 12.97 13.50

Profit before Tax 15.05 7.77

Taxation 4.88 2.62

Profit for the year 10.17 5.15

DIVIDEND

The Board has recommended payment of dividend of Rs. 1.08 Crores (excluding dividend tax) on 12% Cumulative Redeemable Preference Shares for the year 2010-11 as per the terms of issue.

The Directors are pleased to recommend an equity dividend of 20% (Rs. 2 per share) for the year 2010-11. It would lead to an outflow of about Rs. 2.03 Crores (excluding dividend tax).



DIRECTORS

Mr. Alberto Moreno and Mr. Francisco José Riberas Mera resigned as Directors of the Company with effect from December 10, 2010. The Board of Directors places on record its appreciation for the valuable services rendered by them during their tenure of Directorship.

Mr. Pradeep Mallick was appointed Chairman of the Board of Directors of the Company w.e.f. January 18, 2011.

Mr. Pradeep Mallick and Mr. Rameshwar S. Thakur will retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance, along with the Certificate of Compliance from the Auditors, forms a part of this Report.

THE DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors confirm that -

1. In the preparation of the Annual Accounts for the year 2010-11, the applicable Accounting Standards have been followed and that there are no material departures;

2. They have in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. March 31, 2011 and of the profit of the Company for the year ended on that date;

3. They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required in terms of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure I to this Report.

PERSONNEL

At the end of March, 2011, the Company had 2525 employees as against 1646 in March, 2010.

The Company believes in providing a conducive environment for nurturing potential, encouraging performance and retaining talent at all levels. Harmonious industrial relations prevailed at all the Plants of the Company.

There was no employee of the Company who received remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees), Rule 1975.

AUDITORS

Price Waterhouse, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

SECRETARIAL AUDIT REPORT

The Company has appointed a Practicing Company Secretary for conducting Secretarial Audit of the Company for the financial year ended March 31, 2011. The Secretarial Audit Report is attached to this annual report. The Report confirms compliance by the Company with provisions of the Companies Act, 1956, Listing Agreement with the Stock Exchanges and the applicable Regulations under Securities and Exchange Board of India Act, 1992.

FORWARD LOOKING STATEMENTS

Certain Statements describing the Future Outlook, Industry Structure and Developments may be "forward – looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors t hat could make a difference to the Companys operations include economic conditions affecting demand / supply, price conditions in domestic and overseas market in which the Company operates, changes in Government regulations, tax laws and other statutes.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere thanks and appreciation for the guidance, support, continued co-operation extended by Bankers, Central and State Governments, Customers, Suppliers and Shareholders.

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

For and on behalf of the Board of Directors

Pradeep Mallick Pune, April 22, 2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting their Twentieth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended March 31, 2010.

1. MANAGEMENT DISCUSSION AND ANALYSIS

To avoid duplication and overlap, this Report includes the Management Discussion and Analysis.

1.1 FINANCIAL AND OPERATIONAL PERFORMANCE

The summarised financial results of the Company for the period under review are:

(Rs. in million) Financial Year 2009-10 2008-09

Sales 4,143.70 3,456.22

Other Income 29.01 29.34

Profit before Depreciation, Financial Charges and Tax 282.05 184.52

Less: Depreciation 135.02 135.33

Financial Charges 69.35 82.53

Profit / (Loss) before Tax 77.68 (33.34) Less: Provision for Taxation

a. Current Tax (net of Minimum - 0.03 Alternate Tax credit entitlement)

b. Deferred Tax Expense / (Credit) 26.00 (9.60)

c. Fringe - 1.45 Benefit Tax

d. Short / (Excess) Provision for taxation in respect of earlier years 0.23 (0.98)

Profit / (Loss) After Tax 51.45 (24.24)

Balance from last year 34.91 77.75

Profit available for appropriation 86.36 53.51

Appropriations:

- Transfer to General Reserve 5.00 -

- Proposed Dividend on Preference 10.80 10.80 Shares

- Proposed Dividend on Equity Shares 15.30 5.10

- Tax on Dividend 4.34 2.70 Balance Carried Forward 50.92 34.91



Income

Net Sales

The net sales increased by 19.89% during the year under review on the back of an increase in volumes of customer programmes being handled by the Company.

Other Income

The other income mainly consists of income from investments in mutual fund schemes, cash discount received, miscellaneous receipts and write back of provisions no longer required. Other income marginally decreased by 1.12%.

Expenditure

Raw Material Consumed (including Change in Stock)

Raw material consumed (including change in stock) as a percentage to sales reduced by 1.23% mainly because of lower tooling sales where the material content is high.

Payments to and provisions for employees

Employee cost increased by 6.50% due to full year impact of wage revisions effected in the previous year as well as year-on-year salary hikes.

Manufacturing, Selling & Other Expenses

Manufacturing, Selling & Other Expenses have increased by 25.14% as a result of increase in sales and also administrative expenses.

Profit before Interest, Depreciation and Tax

The Profit before Interest, Depreciation and Taxation increased from Rs. 184.52 million to Rs. 282.05 million.

Interest and Finance Charges

Interest and finance charges have decreased by 15.96% mainly on account of repayment of loans.

Depreciation and Amortization

The Depreciation is in line with the previous year inspite of additions to fixed assets which have been neutralized by some of the assets being fully depreciated in the current year.

Net Profit / (Loss)

The Profit after tax of Rs. 51.45 million as against a Loss after tax of Rs. 24.24 million in previous year is as a result of higher sales, write back of provisions no longer required and reduction in interest and finance charges.

1.2 INDUSTRY STRUCTURE AND DEVELOPMENTS

The automotive industry globally is one of the largest industries and is a key driver of the economy. A sound transportation system plays a pivotal role in the country’s robust economic and industrial development. The automotive industry comprising the automobile and the auto component sectors has made rapid strides since the de-licensing and deregulation of the sector to Foreign Direct Investment in 1991. The fortunes of the auto components industry are closely linked to that of the automobile industry.

The Indian auto components industry is linked with other engineering and manufacturing divisions in the country through both forward and backward integration. The industry has grown from being a relatively small domestic industry to one that supplies high value and critical components to global automotive giants.

Today, India has the potential to manufacture a range of automotive components (about 20,000 in numbers) - from fasteners to engine parts.

The Industry is highly fragmented with around 500 organized players. The unorganized players are mainly replacement market players or tier three and four component manufacturers.

Automotive Stampings and Assemblies Limited

1.3 OPPORTUNITIES AND THREATS

India is emerging as a global manufacturing hub for auto component manufacture. India is among the most competitive manufacturers globally of auto components especially, (a) Metal Intensive components: Forgings, Stampings and Castings; (b) Skilled Labour-intensive components: Machining, wiring-harness and other electrical components; and (c) Hi-tech components: Electronic Fuel Injectors.

Apart from the growing demand from the global markets, the domestic automobile market boosted by the surge in domestic demand, is also contributing to the growth of the auto components industry. The Indian automobile is making inroads into the rural middle class after spreading itself amongst the urban and rural rich markets. It offers differentiated products to suit requirements of different class segments of customers.

Rising steel prices and withdrawal of incentives by the Government which were provided during the economic slowdown could impact the growth of the industry.

1.4 SEGMENT-WISE PERFORMANCE

The Company’s sales are primarily to Domestic Automobile Component Segment. However, the Company also has a share in the export segment. During the year under review, the Company achieved domestic sales of Rs. 4,117.77 million as against Rs. 3,424.88 million in the previous year and export sales of Rs. 25.93 million as against Rs. 31.34 million in the previous year.

1.5 FUTURE OUTLOOK

With investments around US$ 15 billion slated for the sector over the next few years, the prospects for India’s auto market are bright. The auto component domestic market reflects corresponding promise.

With increased outsourcing in an integrated supply chain model followed by the automotive industry, the medium term outlook for the auto component industry is positive. The indigenous demand for auto components is estimated to reach US$ 20 billion in next ten years.

The Indian Passenger Car market offers ample opportunity for volume growth since the per capita Car penetration is only 7 per 1000 as compared to 500 in Germany. Analysts estimate domestic Car production to touch 3 million p.a. in the next three years. With liberalized policies of the Indian Government, the automobile production in the sub-continent is poised for steady growth.

Steel will remain the dominant material for auto component due to its versatility. It is providing a wide range of properties through the choice of appropriate combination of composition and processing. Further, high recycling ability will always favour steel as a choice for use in auto component manufacturing.

1.6 RISKS AND CONCERNS

The industry is facing cost disadvantage in the form of increasing raw material costs, power costs, higher taxation, infrastructure costs, etc. With increasing input costs and frequent automobile design changes, components manufacturers are required to constantly invest to upgrade themselves and to add value. This has been a drag, especially on small and medium manufacturers.

1.7 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company’s SAP system captures all the key transaction data. This, along with a system of internal controls ensures that all transactions are properly recorded and authorised. The internal control system is supplemented by documented policies and procedures. The same is further supplemented by a programme of audits by the Internal Auditors who periodically present their observations to the Audit Committee.

1.8 HUMAN RESOURCES

The Company had 1646 employees (including Trainees under Employment Promotion Program, etc.) on March 31, 2010.

Harmonious industrial relations prevailed at all the units of the Company. The Company has signed a long-term productivity linked wage agreement with the trade union at Chakan.

2. DIVIDEND

The Board has recommended payment of dividend of Rs. 10.80 million (exclusive of dividend tax) on 12% Cumulative Redeemable Preference Shares for the year 2009-10 as per the terms of issue.

The Directors are pleased to recommend an equity dividend of 15% (Rs. 1.50 per share) for the year 2009-10. It would lead to an outflow of about Rs. 15.30 million, exclusive of dividend tax.

3. EXPANSION

The Company has planned an expansion at the Pantnagar Plant with an estimated outlay of Rs. 192.88 million in 2010-11 to cater to the new vehicles on the platform to be launched by Tata Motors.

To finance the capital expenditure, a rights issue of securities with the issue size not exceeding Rs. 300 million is planned.

4. QUALITY INITIATIVES

All the plants of the Company are certified under TS 16949. Further, plants at Bhosari and Chakan are also ISO 14001 certified. The Company has been implementing the Tata Business Excellence Model to build excellence in the business operations.

5. DIRECTORS

5.1 Resignations

Mr. S. Ramakrishnan resigned as a Director of the Company with effect from January 27, 2010.

The Board of Directors places on record its appreciation for his valuable contribution during the tenure as a Director.

5.2 Appointments

Mr. L Lakshman and Mr. Amitabha Mukhopadhyay have been appointed as Additional Directors with effect from April 28, 2010.

They hold office upto the date of the ensuing Annual General Meeting of the Company. Notices have been received from a member of the Company proposing their candidature for the office of Director. The Directors recommend their appointments.

5.3 Retirement by Rotation

Mr. R. A. Savoor and Mr. Francisco José Riberas Mera will retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

6. CORPORATE GOVERNANCE

The necessary measures have been taken to comply with the requirements of the Listing Agreements with the stock exchanges. The Report on Corporate Governance, along with the Certificate of Compliance from the Auditors, forms a part of this Report.

7. THE DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors confirm that -

1. In the preparation of the Annual Accounts for the year 2009-10, the applicable Accounting Standards have been followed and that there are no material departures;

2. They have in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. March 31, 2010 and of the profit of the Company for the year ended on that date;

3. They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required in terms of Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure I to this Report.

9. PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the annual report is being sent to the members of the Company, excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any member interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

10. AUDITORS

M/s. Price Waterhouse, Chartered Accountants, who retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

11. SECRETARIAL AUDIT REPORT

The Company has voluntarily appointed a Practising Company Secretary for conducting Secretarial Audit of the Company for the financial year ended March 31, 2010. The Secretarial Audit Report is attached to this annual report. The Report confirms compliance by the Company with provisions of the Companies Act, 1956, Listing Agreement with the Stock Exchanges and the applicable Regulations under Securities and Exchange Board of India Act, 1992.

12. FORWARD LOOKING STATEMENTS

Certain Statements describing the Future Outlook, Industry Structure and Developments may be “forward – looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand / supply, price conditions in domestic and overseas market in which the Company operates, changes in Government regulations, tax laws and other statutes.

13. ACKNOWLEDGEMENTS

The Directors wish to place on records their sincere thanks and appreciation for the guidance, support, continued co-operation extended by Bankers, Central and State Governments, Customers, Suppliers and Shareholders.

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

For and on behalf of the Board of Directors

Pune, April 28, 2010 R. S. Thakur R. A. Savoor Directors

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