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Directors Report of Autopal Industries Ltd.

Mar 31, 2015

Dear Members,

On behalf of Autopal family, I extend my best wishes to all of you"

Autopal Industries Limited It gives us immense pleasure in presenting you on behalf of the Board of Directors of the Company, the 29th Annual Report of Autopal Industries Limited along with Audited Financial Statements for the year ended 31st March, 2015.

Particulars (Rs in Lacs)

2014-15 2013-14

Net Sales 3305.64 2772.23

Other Income 2.74 1.77

Operating Profit before Finance cost, Depreciation,

Tax and Extraordinary items 330.44 286.68

Less: Depreciation & amortization expenses and

Finance Costs 221.26 143.73

Profit before Tax and

Extraordinary items 109.18 142.95

Less: Exceptional Items

Add: Extraordinary Items 8.04 40.18

Less: Tax 30.25 24.41

Net Profit for the year 70.89 78.36

Add: Balance brought forward from previous year -

Profit available for 70.89 78.36 appropriation

Appropriation of Profits Transfer to General Reserve

Balance carried over to 70.89 78.36 Balance Sheet

1. FY 2014 IN RETROSPECT

Autopal had net Sales of Rs. 3305.64 lacs in financial year 2014-15 against Rs. 2772.23 lacs in previous financial year 2013-14. The operating profit before finance cost, depreciation and tax is Rs. 330.44 lacs in current year 2014-15 against Rs. 286.68 lacs in previous financial year.

2. BUSINESS HIGHLIGHTS

Your Company already a leading player in General Lighting, is at the vanguard of Innovation and Sustainability. The Company is in the production of LED's .The LED is very cost conscious and uses less energy. The market of LED is on the boom in the current scenario. In APIL all lighting products are made with international quality and consumer needs in mind. APIL was the first company to manufacture CFL technology in India. The recently launched LED add a great amount of colour and class as well as complimenting the existing range of our product which include CFL tube lights, LED bulb, LED spot series, luminaries and accessories etc. APIL has been decided to investment on best policies for marketing, research and development in next one or two years. The products are initially sold in top 100 cities throughout India. Presently, APIL also has its own brand i.e. AUTOPAL MERITO in lights.

Some features defining the business highlights are as follows :

* 40 years in Lighting Excellence

* Billions of delighted customers worldwide

* Pioneers in many new generation lighting technology

* Winner of many national and international awards

* OEM/Branding to world's leading brands

* Accredited with quality certification ISO ITS- 16949, ISO-14001, OHSAS-18, IS-9001

* Products certified with CE, ROHS Etc.

3. PUBLIC DEPOSITS

(i) During the year, your Company has not accepted any deposits from the public or otherwise in terms of section 73 of the Companies Act, 2013 read schedule V

(ii) Fixed Deposits from public amounting Rs. 95,725/- is outstanding as at the beginning of the year out of which no payment has been made during the year.

(iii) Interest Payable on Public Deposit amounting to Rs. 1,28,683/- is outstanding in the opening out of which no payment has been made during the year. However company will finally pay this outstanding amount till March 2016 as per BIFR order.

4. DIVIDEND

The road to sustained growth is steep and challenging at each step. The company will require additional working capital and apex in time to come to maintain its supremacy over their competitors. The board of directors has decided that in order to consolidate and strengthen the capital base of the company, the company does not recommend any dividend for the year under review.

5. DISCLOSURES UNDER THE COMPANIES ACT 2013

a) Extract of Annual Return: The detail forming part of extract of annual return is enclosed as Annexure-1.

b) Number of Board Meetings: During the year under review the Board of Directors of the company met 13 (Thirteen) times (including a separate meeting of independent directors on the Board). The details of the board meetings and the attendance of the directors are provided in Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

c) Committees of the Board: Details of all the Committees along with their terms of reference, composition and meetings held during the year is provided in the Corporate Governance Report and forms integral part of this report.

6. "DIRECTORS'RESPONSIBILITYSTATEMENT"

Pursuant to Section 134 of the Companies Act, 2013, the Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

(ii) They have selected such Accounting Policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit and loss of the company for that period;

(iii) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the Annual Accounts on a Going Concern basis;

(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

7. APPOINTMENT OF INDEPENDENT DIRECTOR /DIRECTORS & KMP'S:-

With coming into the force of Companies Act, 2013, the Board appointed all the existing Independent Directors viz. Mr. R.L.Rawat and Mr. Shailander Kumar as an Independent Directors under Section 149 of the Companies Act, 2013 for a period of 5 Years which was subsequently approved by shareholders of the Company at Annual General Meeting held on 30th September, 2014. Further, during the 2013 under review as required under Companies Act . The Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Act.

Mr Anup Gupta(Holding DIN 01132624) Managing Director of the Company who has vast Experience of Managing of Lighting Industry and Finance. He continues his office as a Managing Director of the Company.

Mr. Abhishek Gupta (DIN 02691807), who was appointed an Additional Director of the Company with effect from 1st November 2014 by the Board of Directors and who holds office up to the date of this Annual General Meeting of the Company, but who is eligible for re-appointment and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a Member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company to hold office from 29th AGM to 30th AGM.

Mr. Abhishek Gupta (Holding DIN 02691807) have a rich experience, he is an MBA in Marketing and Finance. He has a powerful insight into the Marketing and Finance and related activities and has a rich and varied experience of over 12 years in the areas of Marketing and Finance. He has a working experience at senior levels in the concerned areas and has deep knowledge and understanding of the respective areas. He has also participated in a number of trade fairs visited across 23 countries all major General Lighting and related markets world over.

Mrs. Anubha Gupta (DIN: 02190808), was appointed as a whole time director of the company, her term completed in this AGM, but who is eligible re-appointment and in respect of whom, the company has received a notice in writing u/s 160(1) of the act from a member proposing her candidature for the office of Director be and is herby appointed as a whole time director of the company to hold office for five consecutive year from 29th Annual General Meeting to 33rd Annual General Meeting.

Mrs. Anubha Gupta have a rich experience, she is an MBA from IIM Ahmadabad in Marketing and Finance. She has a powerful insight into the Marketing and Administration and related activities and has a rich and varied experience of over 12 years in the areas of Marketing and Administration. Mrs. Gupta has a working experience at senior levels in the concerned areas and has deep knowledge and understanding of the respective areas. she has also participated in a number of trade fairs visited across many countries all major related markets world over.

Mr. Kunal Manchanda (DIN: 07198689), who was appointed as a Additional Director of the Company with effect from 1st June 2015 by the Board of Directors and who holds office up to the date of this Annual General Meeting of the Company but who is eligible for re-appointment as a Non-Executive Independent Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for re-appointment, be and is hereby appointed as an Non Executive Independent Director of the Company to hold office for five consecutive years for a term up to 30th September 2020."

Mr. Kunal Manchanda having 4 years experience in the field of finance, advisory, Project funding and other related activities he have prepared detailed project report (DPR) and Techno economic Viability (TEV) study report for many Projects for Project Funding in Jaipur, Kota, and Hyderabad (in India) & Colombo (Sri Lanka).

Mr. Dharam Pal Gupta (holdingDIN00058225), Director of the Company who retires by rotation at the Annual General Meeting and in respect of whom the Company has received a notice in writing proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company to hold office From 29th AGM TO 30th AGM.

Shri Dharam Pal Gupta, have a rich and vast experience of sheet metals, Automobile Head Lamps and Sealed Beams, General lighting sector and finance .His achievement to develop lamps with Free Form Technology first time in India by owns R&D awarded him the prestigious ACMA Technology Award. He has earned 25 awards in total out of which 8 awards are under individual capacity. Under his able guidance and vision, company established its Marketing Network all over India under Trade Mark "AUTOPAL". He developed many programs for QCDD (He learn from UK), '0' PPM at shop floor level to reduce cost etc. He predicted 20 year ago that "CHINA WOULD BE THE BIGGEST THREAT FOR INDIA" and to overcome China, designed the "FIVE FINGER STRATEGY".

Mr. Praveen Kumawat, (Membership No. A38584) who was appointed as a Company Secretary with effect from 9th March,2015 by the Board of Directors of the Company u/s 203 of the Companies Act,2013. He appointed as a Whole Time Company Secretary and also appoint as a Key Managerial Person w.e.from 18th March,2015on the terms and conditions mentioned in his appointment letter.

8. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee and Stakeholders Grievance Committee. The Performance of the Board is evaluated by each individual Director as well as collectively by the Board on the Annual Basis towards the end of the Financial Year. The Board performance is evaluated on the basis of number of Board and Committee meetings attended by individual director, participation of director in the affairs of the company, duties performed by each director and targets.

9 INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

10. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is available on the Company's website Form No. AOC-2 carrying relevant details about related party transactions of the Company is attached as Annexure-2.

11. CORPORATE SOCIAL RESPONSIBILITY

(CSR) U/s 135 is not applicable to Autopal Industries Limited.

12. RISK MANAGEMENT:-

The Company has developed a very comprehensive risk management policy under which all key risks and mitigation plans are compiled into a Risk Matrix. The same is reviewed quarterly by senior management and periodically also by the Board of Directors. The Risk Matrix contains the Company's assessment of impact and probability of each significant risk and mitigation steps taken or planned. For a detailed risk management policy please refer the website link http://www.gravitaindia. com/wp-content/ uploads/pdf/risk-managementpolicy.pdf.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

14. CORPORATE GOVERNANCE :-

Corporate Governance is a continuous process at Autopal Industries Limited. It is about commitment to values and ethical business conduct. Systems, policies and frameworks are regularly upgraded to effectively meet the challenges of rapid growth in a dynamic external business environment. Being a Listed Corporate entity, our Company is committed to sound corporate practices based on conscience, openness, fairness, professionalism and accountability paving the way in building confidence among all its stakeholders for achieving sustainable long term growth and profitability. A detailed Corporate Governance Report and a certificate from M/s MK& Associates, Practicing Company Secretaries, Jaipur regarding compliance with conditions of Corporate Governance as required under Clause 49 of the Listing.

Agreement are attached and forms an integral part of this report. Certificate of the CEO/CFO, inter alia, confirming the correctness of the Financial Statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached and forms an integral part of this report.

15. STATUTORY AUDITOR:-

At the Annual General Meeting of the Company to be held on 30th September,2015 M/s Rajvanshi & Associates Chartered Accountants, will be re-appointed as Statutory Auditors of the Company to hold office from the conclusion of 29th AGM till the conclusion of the 33th AGM. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification by members at every Annual General Meeting. Accordingly, based on recommendation of Audit Committee and Board of Directors, the appointment of M/s Rajvanshi &Associates Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. Further, for any qualifications or adverse remarks in the Auditors' Report valid clarification/ explanation has been given The Notes on financial statements are self explanatory, and needs no further explanation.

16. COST AUDITOR:-

The Audit Committee and Board of Directors of the Company have appointed M/s Bikram Jain & Associates , Cost Accountants having firm registration no. 101610 as Cost Auditors for conducting the audit of Cost Records maintained by the company for the Financial Year 2015-16. The Cost Audit report for the F.Y. 2013-14 was filed with Registrar of Companies (Central Government) on 30th May,2015 .There are no qualifications or adverse remarks in the Cost Audit Report which require any clarification/ explanation.

17. PARTICULARS OFLOANS:-

APIL has not given loan, Investments made, Guarantees given and Securities provided Reference Section 134 and 186(4) of companies act, 2013.

18. SECRETARIAL AUDITED AND SECRETARIAL AUDIT REPORT:-

The Board has appointed M/s MK&Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act 2013. The Report of Secretarial Auditor is annexed with this report as Annexure-3. The Report does not contain any qualification.

19. INSIDER TRADING:-

Insider Trading Prevention Code Pursuant to the SEBI Insider Trading Code, the company has formulated a comprehensive policy for prohibition of Insider Trading in Equity Shares of Autopal Industries Limited to preserve the confidentiality and to prevent misuse of unpublished price sensitive information. Mr. Chandan Singh has been designated as the Compliance Officer. It has also been posted on the website of the Company www.autopal.org

20. ENERGY CONSERVATION& FOREIGN EARNINGS AND OUTGO :-

a). Conservation of Energy, Technology Absorption under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014 is not applicable for the Company.

b). Expenditure incurred in foreign currency for: Travelling Expenses Rs. 93,190/- Purchase of Imported Material Rs. 91,69,283/- (Previous Year Rs. 55,17,896) Purchase of Traded goods Rs. 3,32,25,833/- Purchase of Plant & Machinery components Rs. 2,24,831/-

21. CONSOLIDATED FINANCIAL STATEMENTS AND CASH FLOW STATEMENT:-

As required under Clause 32 of the Listing Agreement and Companies Act, 2013, the Consolidated Financial Statements of the Company have been prepared in accordance with the requirements of Accounting Standards issued by 'The Institute of Chartered Accountants of India'. The Audited Consolidated Financial Statements together with Auditors' Report thereon forms part of the Annual Report.

22. LISTING DISCLOSURE:-

Listing of Equity Shares: The equity shares of the Company are listed on the Bombay Stock Exchange Ltd (BSE Ltd) .The Listing fees for the Financial Year 2014-15 has been duly paid. Our scrip code in BSE is 517286.

The shares of the Company are being traded in Bombay Stock Exchange for the Financial year 2014-15 And movement of the share price during the year is forming part of this Annual Report

CDSL & NSDL Connectivity: The Company has demat Connectivity with CDSL & NSDL for demat of shares .The shareholders can avail the depository service with any Depository Participant registered with CDSL & NSDL which are spread over the length and breadth of the country. Around 40% of the shares has already been dematerialized and remaining shareholders can apply to our RTA for the same. Our ISIN No.is INE335Q01018

23. MANAGEMENT DISCUSSION REPORT:-

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

24. VIGIL MECHANISM:-

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

25. EFFECT OF HON'BLE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION(BIFR) ORDER ON THE BOOKS OF ACCOUNTS.

During the year w.e.f. 22th August 2014 the company is ceased to be a sick industrial company within the meaning of section 3(1) (o) of SICA, 1985 and therefore it is discharged from the purview of SICA. However, the unimplemented provisions of the sanctioned scheme, if any shall continue to be implemented by the company.

(i) In Compliance of order company has written off to the extent of 75%of old dues of sundry creditors and balance 25% has to be paid in 1/5 annual instalment. In compliance of the same the company has made payment in full to some of the creditors who have nominal amount and 1/5th payment has been made during the year through employee to rest of the creditors in compliance of BIFR orders reported by the company.

(ii) Fixed Deposits from public amounting Rs. 95,725/- is outstanding as at the beginning of the year out of which no payment has been made during the year.

(iii) Interest Payable on Public Deposit amounting to Rs. 1,28,683/- is outstanding in the opening out of which no payment has been made during the year. Hence, as stated by the management company has not complied with the last 2 terms and condition of BIFR Scheme. However company will finally pay this outstanding amount till March 2016 as per BIFR order.

26. REGISTRAR AND SHARE TRANSFER AGENT:

The Company has Appointed Beetal Financial Computer Service (P) Limited as their Registrar and Share Transfer Agent. You may contact and file any application for transfer/transmission of shares, change of address and resolve any queries related to share holder with the RTA and you may also apply to Beetal for the conversion of physical shares into dematerialized form with its registered address as under:- Beetal House, 3rd floor, 99 madangir, Behind Local Shopping Centre, Near Dada Harshukhdas Mandir, New Delhi-110062 Ph: 011-29961281, 83, E-mail: beetal@beetalfinancial.com

27. SUBSTANTIAL ACQUISITION OF STAKE REGULATION8(3) (SAST):- Shri D.P. Gupta Promoter & Promoter group of the Autopal Industries Limited and Shri Anup Gupta as a Managing Director acquired substantial Shares of the Company bringing their total shareholding to 52.29% of the total equity capital of the Company.

26. Miscellaneous:-

* Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

* Details relating to deposits covered under Chapter V of the Act.

* Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

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

27. ACKNOWLEDGEMENT:-

The results of an organisation are great reflective of the efforts put in by the people who work for/ with the company. The Directors fully recognise the contribution made by the employees of the company and all stakeholders for successful operations of the company. The Directors also place on record their appreciation for the sincere cooperation and assistance of Government Authorities, Customers, Suppliers, BSE, NSE, CDSL, NSDL, Bankers, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals / bodies.

For and on behalf of the Board of Directors

Place: Jaipur DharamPalGupta AnupGupta DATE:01/09/2015 (Chairman) (ManagingDirector)




Mar 31, 2014

Dear Members,

The Directors are delighted the Company''s 28th Annual Report together with the Audited Accounts for the Financial year ended 31st March, 2014.

(Rs in Lacs)

Particulars

2013-14 2012-13

Net Sales 2772.23 1210.01

Other Income 1.77 4.96

Operating Profit before Finance cost, Depreciation, Tax and Extraordinary items 286.68 139.15

Less: Depreciation & amortization expenses and Finance Costs 143.73 58.53

Profit before Tax and Extraordinary items 142.95 80.62

Less: Exceptional Items -

Add: Extraordinary Items 40.18 -

Less: Tax 24.41 -

Net Profit for the year 78.36 80.62

Add: Balance brought forward from previous year -

Profit available for appropriation 78.36 80.62

Appropriation of Profits -

Transfer to General Reserve -

Balance carried over to Balance Sheet 78.36 80.62

1. FY 2013 IN RETROSPECT

Autopal had net Sales of Rs. 2772.23 lacs in financial year 2013-14 against Rs. 1210.01 lacs in previous financial year 2012-13. The operating profit before finance cost, depreciation and tax is Rs. 286.68 lacs in current year 2013-14 against Rs. 139.15 lakhs in previous financial year.

2. BUSINESS HIGHLIGHTS

Your Company already a leading player in General Lighting, is at the vanguard of Innovation and Sustainability. The Company is in the production of LED''s .The LED is very cost conscious and uses less energy. The market of LED is on the boom in the current scenario. In APIL all lighting products are made with international quality and consumer needs in mind. APIL has been decided to investment on best policies for marketing, research and development in next one or two years. The products are initially sold in top 100 cities throughout India. Presently, APIL also has its own brand i.e AUTOPAL MERITO in lights.

Some features defining the business highlights are as follows:

* 28 years in Lighting Excellence

* Billions of delighted customers worldwide

* Pioneers in many new generation lighting technology

* Winner of many national and international awards

* OEM/Branding to worlds leading brands

* Accredited with quality certification ISO ITS-16949, ISO-14001, OHSAS-18, IS-9001

* Products certified with CE, ROHS Etc.

3. PUBLIC DEPOSITS

During the year, your Company has not accepted any deposits from the public or otherwise in terms of 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.The fixed deposit from public amounting Rs.1.42 lacs was outstanding out of which 1/5th payment have been made to public as per BIFR order. The balance outstanding principal as on 31.03.2014 is Rs 0.95 lacs and the balance outstanding interest as on 31.03.2014 is Rs. 1.17 lacs Hence, none of the directors are disqualified under section 274(1)(g) of the Companies Act, 1956 and this fact has also taken on records by the board of directors.

4. DIVIDEND

In order to consolidate and strengthen the capital base of the company, the Directors do not recommend any dividend for the year under review.

5. BOARD OF DIRECTORS

Pursuant to the provisions of Sections 149,150,152 and any other applicable provisions of the Companies Act,2013 (''the Act'') and the rules made there under(including any statutory modification(s) or reenactment thereof for the time being in force)read with Schedule IV to the Companies Act,2013, Shri.Shailander Kumar (holding DIN03555968) and Shri R.L.Rawat, (holding DIN 01786923) Director of the company, retires from the Board by rotation and being eligible offer themselves for re- appointment as an Independent Director of the Company to hold office for five consecutive years for a term up to 31st March,2019.

Shri M.D.Sharma, Director of the Company who was acting as an Independent Director of the company is now being appointed as the Plant Head of the company w.e.f. 1st September, 2014 owing to the requirement of the company and his valuable knowledge and expertise in the areas of Production, Management, Plant/Profit Center, Operations and Process Management.

The details of Directors being recommended for re - appointment as required in clause 49 of the Listing Agreement are contained in the accompanying notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the re -appointment of Director are also included in the Notice.

Shri Dharam Pal Gupta, Chairman of the Company who has good experience of Managing of Lighting Industry & development of products, Shri Dharam Pal Gupta, continuing his office as a Chairman of the Company.

Shri Anup Gupta, Managing Director of the Company who has vast Experience of Managing of Lighting Industry and Finance. He continues his office as a Managing Director of the Company.

Smt.Anubha Gupta, Whole Time Director of the company who has vast experience of H.R.M & Marketing. She continues her office as a Whole Time Director of the Company.

6. AUDITORS (DISCLOSURE).

The Statutory Auditors M/s Rajvanshi & Associates, Chartered Accountants, (Regn.no:-005069c) hold office till the conclusion of the ensuing Annual General Meeting and are re commended for re-appointment The Certificate from the Auditors have been received to the effect that their re- appointment, if made would be within the prescribed limit under section 139(2)(b) of the Companies Act, 2013.

7. WAIVER OF STATUTORY DUES

According to the BIFR Order:

In Compliance of order, company has written off to the extent of 75% of old dues of sundry creditors and balance 25% has to be paid in 1/5th annual installment .In compliance of the same, the company has made payment in full to some of the creditors which have nominal amount and 1/5th payment of Rs. 8,67,900/- has been made during the year through employee to rest of the creditors in compliance of BIFR order as reported by the company.

Fixed Deposits from public amounting Rs. 1,41,525 lacs was outstanding out of which 1/5th payment of Rs. 45,800 have been made to public as per BIFR order. The balance outstanding as on 31.03.2014 is Rs. 95,725 Interest payable on Public Deposit amounting to Rs. 2,86.356 lacs is outstanding out of which the payment of Rs 1,68,680 has been made as required under BIFR order. The balance outstanding as on 31.03.2014 is Rs. 1,17,676.

Status of BIFR: As per the BIFR norms, Net Worth of the company falling under its purview is required to be positive for the removal from BIFR. The current Net Worth is positive and company has made all compliances as per the BIFR norms and submitted Annual Audited Accounts and Progress Report for the financial year 2013-14.The company has applied to come out of BIFR purview.

8. EXPANSION OF PRODUCTS LINE:

The present promoter after careful study of the product lines which can be conveniently added to the present line of products, decided to launch vast range of new domestic & commercial lighting products like LED Bulbs, LED Tube light, LED Strip light, LED Ground Burial, LED Wall light, LED Step Light, LED Bulk head, Electronic Chokes etc in its product bucket. Great demand for LED Lights being energy efficient has lead to the expansion in range of products

9. RESTORATION OF LISTING WITH BSE:

Dear Investors,

We are glad to inform you that your company APIL has now started trading in BOMBAY STOCK EXCHANGE (BSE) which will enhance the value and reputation of the company significantly and enable trading of your shares in the biggest stock exchange of the country and it has also established demat connectivity with CDSL & NSDL

Listing: Trading approval has been granted by the Bombay Stock Exchange as per the notice dated 15th may 2014 via Notice No. 20140515-23 and Revocation of suspension has been done by the BSE as per the notice dated 10th july 2014 and trading of shares will begin with effect from 17th july 2014 and our scrip code in BSE is 517286

CDSL & NSDL Connectivity: We have obtained ISIN activation letter from CDSL & NSDL for the Demat connectivity and now you can avail the depository service with any Depository Participant registered with CDSL & NSDL which are spread over the length and breadth of the country. Our ISIN No. is INE335Q01018

10. REGISTRAR AND SHARE TRANSFER A GENT:

The Company has reappointed Beetal Financial Computer Service (P) Limited as their Registrar and Share Transfer Agent. You may contact and file any application for transfer/transmission of shares, change of address and resolve any queries related to shares with the RTA and you may also apply to Beetal for the conversion of physical shares into dematerialized form with its registered address as under:

Beetal House, 3rd floor, 99 madangir, Behind Local Shopping Centre, Near Dada Harshukhdas Mandir, New Delhi-110062Ph: 011-29961281, 83,E-mail: beetal@beetalfinancial. com

11. UNCLAIMED AMOUNT IN RESPECT OF FIXED DEPOSITS

We have transferred the following amount to the Unclaimed Public Deposits Account: Rs 86,564 This amount is unclaimed in respect of Public Fixed Deposits and it can be claimed by the respective holders.

12. SUBSTANTIAL ACQUISITION OF STAKE REGULATION8(3) (SAST)

Shri D.P.Gupta promoter & Promoter group of the Autopal Industries Limited and Shri Anup Gupta as a Managing Director acquired substantial Shares of the Company bringing their total shareholding to 52.29% of the total equity capital of the Company.

13. CORPORATE GOVERNANCE

The Company has duly complied with the Corporate Governance provisions as stipulated under clause 49 of the Listing Agreement, and as required Report on Corporate Governance, Certificate of Auditors confirming compliance with the requirements of Corporate Governance form part of the Annual Report. In accordance with the Listing Agreement requirements, the Management Discussions and Analysis report and CEO/CFO Certificate on discharge of finance function is presented in a separate section forming part of the Annual Report.

14. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report forming part, of Director''s Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange (s), is presented in separate section forming part of Annual report. The report provides strategic direction and a more detailed analysis on the performance of the Company and its Outlook

15. DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

i) In the preparation of the annual accounts of the Company, the applicable accounting standards had been followed along with proper explanations relating to material departures;

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

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and the Directors had prepared the annual accounts of the Company on a going concern basis The Directors had laid down internal financial controls to be followed by the company and such financial controls are adequate and were operating effectively.

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

16. EMPLOYEE RELATIONS

Autopal aims at adopting the best practices for accomplishing competitive advantage through people and ''building profits by putting people first''. It endeavors to devise strategies to attract the best talent and to ensure their retention by building trust and encouraging loyalty in them. We believe that to build a sound and growing business in a difficult and complex industry, employees are vital to the Company. Their skills, knowledge, ideas, capabilities, strength and enthusiasm drive our business and ensure its success and enhances reputation. We believe and provide achieved development and advancement opportunities with training and other methods along with competitive compensation and benefits. Employees are encouraged to perform better and enhance their capabilities by rewarding for excellence in performance We also extend revisions and other benefits are also designed in such a way to compensate for good performance of the employees of the Company.

We provide safe and suitable environment of working for women and ensures no discrimination between employees .We believe our employees reflect the conduct of our company and presents us strongly and also enable us to complete our commitments in time and ensuring maintenance of good relations with stakeholders such as customers, vendors, agents, suppliers and public authorities.

The talent base of your Company has steadily increased and your Company has created a favorable work environment which encourages innovation and meritocracy.

The Company has also set up a scalable recruitment and human resource management process which enables us to attract and retain high caliber employees. Ideas and suggestions of employees are always welcomed and given due consideration in the operations of the company conduct and behavior of employees are checked and compliance of code of conduct is ensured.

17. PARTICULARS OF EMPLOYEES

The Company did not have any employee drawing remuneration specified under Section 134 of the Companies Act,2013 read with the Companies (Particulars of Employees) Amendment Rules, 2011, and therefore no particulars are required to be furnished.

18. ENERGY CONSERVATION, TECHNOLOGY AND FOREIGN EXCHANGE ETC.

Absorption and Foreign Exchange Earnings A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given as Annexure to the Directors'' Report.

19. LISTING AGREEMENT

Listing Fees:

The Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and the Listing Fee for the Year 2013-14 has been duly paid.

Listing Compliances:

We have complied with and fulfilled all the quarterly and annual compliance of the Listing Agreement with the Stock Exchange for the year ending 31st March 2014 which are as follows:

* Clause 35(Shareholding pattren)

* Clause 38 (Listing fees)

* Clause 41 (Unaudited Quarterly Financial Results)

* Clause 47 (Secretarial Audit Report)

* Clause 47(C) (Compliance Certificate)

* Clause 49 (Corporate Governance)

20. ACKNOWLEDGMENT

Your Directors place on record their sincere thanks for the co-operation extended by the Government Authorities, Financial Institution, Banks, Fixed Deposit Holders, Shareholders, Dealers, Suppliers, Customers, Agents and other business associates. Also your Directors would like to appreciate the commitment, dedication and hard work put in by the employees of the Company under adverse financial conditions.

21. NOTE OF APPRECIATION

The Directors express their appreciation for the sincere cooperation and assistance of Government authorities, bankers, customers and suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders

For and on behalf of the Board of Directors

PLACE:JAIPUR Dharam Pal Gupta Anup Gupta DA TE:30/08/2014

(Chairman ) (Managing Director)


Mar 31, 2013

The Directors are delighted to present the Company''s 27th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2013.

(Rs in Lakhs)

Particulars 2012-13 2011-12

Net Sales 1210.01 762.91

Other Income 4.96 15.89

Operating Profit before Finance cost, Depreciation, Tax and Extraordinary items 139.15 93.93

Less: Depreciation & amortization expenses and Finance Costs 58.53 36.58

Profit before Tax and Extraordinary items 80.62 57.46

Less: Exceptional Items - -

Add: Extraordinary Items - 50.43

Less: Tax - -

Net Profit for the year 80.62 107.89

Add: Balance brought forward from previous year - -

Profit available for appropriation 80.62 107.89

Appropriation of Profits - -

Transfer to General Reserve - -

Balance carried over to Balance Sheet 80.62 107.89

1. OPERATION AND PERFORMANCE EVALUATION

FY 2012-13 IN RETROSPECT

Autopal had net Sales of Rs. 1210.01 lakhs in financial year 2012-13 against Rs.762.91 lakhs in previous financial year 2011-12. The operating profit before finance cost, depreciation and tax is Rs.139.15 lakhs in current year 2012-13 against Rs.93.93 lakhs in previous financial year 2011- 2012 and net profit of Rs. 80.62 lakhs in Financial year 2012-2013 against Rs. 107.85 lakhs in Previous Financial year 2011-12.

2. BUSINESS HIGHLIGHTS

Your Company is already a leading player in General Lighting, APIL is at the vanguard of Innovation and Sustainability. The Company is in the production of LED''s .The LED is very cost conscious and uses less energy. The market of LED is on the boom in the current scenario. APIL all lighting products are made with international quality and consumer needs in mind. APIL has been decided to investment on best policies for marketing, research and development in next one or two years. The products are initially sold in top 100 cities throughout India.

Presently APIL has introduced a new brand i.e. AUTOPAL MERITO in lights.

3. PUBLIC DEPOSITS

During the year, your Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

4. UNSECURED LOAN

The Company has taken unsecured loan from 4 (Four) Parties and maximum outstanding during the year was Rs.237.34 lacs and amount outstanding as on 31.03.2013 is Rs.190.69 lacs. No repayment was made during the year.

5. DIVIDEND

In order to consolidate and strengthen the capital base of the company, the Directors do not recommend any dividend for the year under review.

6. BOARD OF DIRECTORS

Pursuant to the provisions of section 256 of the Companies Act, 1956 Shri Shailandra Kumar, Shri M.D.Sharma and Shri R.L.Rawat, Non-Executive Independent Director of the company, retires from the Board by rotation and being eligible offer himself for re-appointment at the ensuing Annual General meeting. Smt. Anubha Gupta who has been appointed as a Director in th EGM of the Company upto the ensuing AGM. She is re- appointed as a Whole Time Directors of the Company from this AGM.

Shri Anup Gupta, Managing Director of the Company retires from his post being eligible re- appointed in this ensuing AGM, now act as Managing Director for further 5 years.

The details of Directors being recommended for re -appointment as required in clause 49 of the Listing Agreement are contained in the accompanying notice convening the ensuing Annual General Meeting of the Company.

Appropriate Resolution(s) seeking your approval to the re -appointment of Director are also included in the Notice.

Shri Dharam Pal Gupta, Chairman of the Company who have good experience of Managing of Lighting Industry & development of products, Shri Dharam Pal Gupta, continuing his office as a Chairman of the Company.

Shri Anup Gupta, Managing Director of the Company who have vast Experience of Managing of Lighting Industry and Finance. He continues his office as a Managing Director of the Company.

Smt.Anubha Gupta, who was Director of the company has vast experience of H.R.M & Marketing and Financial Management in General Lighting sector. Now continues her office as an Whole-Time Director of the Company.

7. AUDITORS (DISCLOSURE).

The Statutory Auditors M/s Rajvanshi & Associates, Chartered Accountants, (Regn.no:- 005069c) hold office till the conclusion of the ensuing Annual General Meeting and are re commended for re-appointment. The Certificate from the Auditors have been received to the effect that their re-appointment, if made would be within the prescribed limit under section 224(1B) of the Companies Act, 1956.

8. WAIVER OF STATUTORY DUES

According to the BIFR Order;

i) In Compliance of order, company has written off to the extent of 75% of old dues of sundry creditors and balance 25% has to be paid in 1/5th annual installment .In compliance of the same, the company has been made payment in full to some of the creditors which have nominal amount and 1/5th payment of Rs. 5,54,946/- has been made during the year through employee to rest of the creditors in compliance of BIFR order as reported by the company.

ii) Fixed Deposits from public amounting Rs. 1.88 lacs is outstanding out of which 1/5th payment have been made to public as per BIFR order. The balance outstanding as on 31.03.2013 is Rs. 1.42

iii) Interest payable on Public Deposit amounting to Rs. 3.81 lacs is outstanding out of which the payment of 1/5th amount has been made as required under BIFR order. The balance outstanding as on 31.03.2013 is Rs.2.86 lacs.

9. EXPANSION OF PRODUCTS LINE:

The present promoter after carefully study of the product lines which can be conveniently added to the present line of products, decided to launch like LED, LED Lights, CFL T5, T8 Fittings, Electronic Chokes, Fan, Cables and Technical Know How.

10. RESTORATION OF LISTING WITH BSE:

APIL has taken necessary steps for Revocation & Suspense of listing of its shares with Bombay Stock Exchange which is under process.

11. REGISTRAR AND SHARE TRANSFER AGENT:

The Company has appointed Beetal Financial Computer Service (P) Limited as their Registrar and Share Transfer Agent. Their full address with e-mail address is given on the front page of this Annual Report.

12. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Amount to be transferred to Investors Education and Protection Fund u/s 205A/ 205C of Companies Act, 1956:-

(a) Unpaid dividend- Rs.204428/-

(b) Unpaid application money received for allotment of securities and due for refund Rs. 82646/-

The above amounts are pending since long time.

13. SUBSTANTIAL ACQUISITION OF STAKE REGULATION 8(3) (SAST)

Shri D.P.Gupta promoter & Promoter group of the Autopal Industries Limited, Shri Anup Gupta as a Managing Director and Smt. Anubha Gupta as a Whole Time Director acquired substantial Shares of the Company bringing their total shareholding to 52.29% of the total capital of the Company.

14. CORPORATE GOVERNANCE

The Company has duly complied with the Corporate Governance provisions as stipulated under clause 49 of the Listing Agreement, and as required Report on Corporate Governance, Certificate of Auditors confirming compliance with the requirements of Corporate Governance form part of the Annual Report. In accordance with the Listing Agreement requirements, the Management Discussions and Analysis report and CEO/CFO Certificate on discharge of finance function is presented in a separate section forming part of the Annual Report.

15. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report forming part, of Director''s Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange (s), is presented in separate section forming part of Annual report. The report provides strategic direction and a more detailed analysis on the performance of the Company and its Outlook.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge hereby state and confirm that:

i) In the preparation of the annual accounts of the Company, the applicable accounting standards had been followed along with proper explanations relating to material

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

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

iv) The Directors had prepared the annual accounts of the Company on a going concern basis.

17. CHANGES IN AUTHORIZED SHARE CAPITAL

During the period under review the Authorized Share Capital of the Company has been changed by re-classifying the Authorized Share Capital of Rs. 25 crore (2,50,00,000 Equity Shares) to 2,00,00,000 Equity Shares of Rs.10 each & 50,00,000 9% Redeemable Non-Cumulative Preference Shares of Rs.10 each & thereby altering the existing Capital Clause No. V of Memorandum of Association & Article 4 of Article of Association of the Company by way of altering the same & substituting the Clause & Article in place thereof.

The Company has issued 10 Lacs 9% Redeemable Non-Cumulative Preference shares of Rs. 10 each fully paid each to the promoters with approval of the Board of Directors and share holders this is covered u/s 301 against their outstanding loan during the year. The price of share is not prejudicial to the interest of the Company.

18. EMPLOYEE RELATIONS

Autopal aims at adopting the best practices for accomplishing competitive advantage through people and building profits by putting people first. It endeavors to devise strategies to attract the best talent and to ensure their retention by building trust and encouraging loyalty in them. We believe that to build a sound and growing business in a difficult and complex industry, employees are vital to the Company. Their skills, knowledge, ideas and enthusiasm drive our business. We have also achieved this by giving them development and advancement opportunities along with competitive compensation and benefits that appropriately reward performance. Pay revisions and other benefits are also designed in such a way to compensate for good performance of the employees of the Company. The talent base of your Company has steadily increased and your Company has created a favorable work environment which encourages innovation and meritocracy. The Company has also set up a scalable recruitment and human resource management process which enables us to attract and retain high calibre employees.

19. PARTICULARS OF EMPLOYEES

The Company did not have any employee drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, and therefore no particulars are required to be furnished.

20. ENERGY CONSERVATION, TECHNOLOGY AND FOREIGN EXCHANGE ETC.

Absorption and Foreign Exchange Earnings A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given as Annexure to the Directors Report.

21. LISTING FEES

The Shares of the Company are listed on the National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Limited (BSE) and the Listing Fee for the Year 2013-14 has been duly paid.

22. NOTE OF APPRECIATION

The Directors express their appreciation for the sincere cooperation and assistance of Government authorities, bankers, customers and suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company’s employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders

For and on behalf of

Board of Directors of Autopal Industries Limited

Date- 30/08/2013 (Dharam pal Gupta) (Anup Gupta)

Place- Jaipur Chairman Managing Director


Mar 31, 2012

The Directors are pleased to present 26th Annual Report and Audited Accounts of the company for the financial year ended on March 31st 2012.

(Rs. in Lacs)

Financial Results

2011-12 2010-11 Particulars

762.91 636.11 Net Sales

15.89 4.26 Other Income

Operating Profit before Finance cost. Depreciation, 94.04 37.90 Tax and Extraordinary items

Less: Depreciation & amortization expenses and Finance Costs 36.58 36.43

Profit before Tax and Extraordinary items 57.46 1.47

Less: Exceptional Items - -

50.43 977.31 Add: Extraordinary Items

Less: Tax - -

107.89 977.64 Net Profit for the year

Add: Balance brought forward from previous - - year

107.89 977.64 Profit available for appropriation

Appropriation of Profits - -

Transfer to General Reserve - -

Balance carried over to Balance Sheet 107.89 977.64

1. FY 2012 IN RETROSPECT

Autopal had net Sales of Rs. 762.91 lakhs in financial year 2011-12 against Rs. 636.11 lakhs in previous financial year 2010-11. The operating profit before finance cost, depreciation and tax is Rs. 94.04 lakhs in current year 2011-12 against Rs.37.90 lakhs in previous financial year 2010-11 and company earned a net profit of Rs. 107.89 lacs in financial year 2011-12 against Rs. 977.63 lacs in previous financial year 2010-11.

2. BUSINESS HIGHLIGHTS

Your Company already a leading player in General Lighting, APTL is at the vanguard of Innovation and Sustainability. The Company is in the production of CFL''s(Compact Fluorescent Lamps) and also entered hi the product line of LED''s The LED is very cost conscious and uses less energy. The market of LED is on the boom in the current scenario. APIL all lighting products are made with international quality and consumer needs in mind. APIL has been decided to investment on best policies for marketing, research and development in next one or two years. The products are initially sold in top 100 cities throughout India.

3. PUBLIC DEPOSITS

During the year, your Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

Yours Directors are glad to inform that the Hon'' ble. BIFR has sanctioned the rehabilitation Scheme on 26-05-2011 as proposed by the Operating agency, BIFR directing the Company to repay 25% of total outstanding deposits in Five years commencing from the year 201 ] -12. In this connection Company have been released payments l/5th of total outstanding principal and interest amount to public as per BIFR order. The balance outstanding principal Amount is Rs. 1,88,259/- and Interest is Rs. 3,81,803/- as on date 31.03.2012.

4. DIVIDEND

In order to consolidate and strengthen the capital base of the company, the Directors do not recommend any dividend for the year under review.

5. BOARD (DISCLOSURE)

Pursuant to the provisions of section 256 of the Companies Act, 1956 Shri Shailandra Kumar and Shri M D. Sharma, Director are due to retire by rotation at the ensuing Annual General meeting and being eligible, offer themselves for re-appointment.

The details of Directors being recommended for re -appointment as required in clause 49 of the Listing Agreement are contained in the accompanying notice convening the ensuing Annual General Meeting of the Company.

Appropriate Resolution(s) seeking your approval to the re -appointment of Director are also included in the Notice.

Shri Dharam Pal Gupta, Chairman of the Company who have good experience of Managing of Lighting Industry & development of products, Shri Dharam Pal Gupta, continuing his office as a Chairman of the Company.

Shri Anup Gupta. Managing Director of the Company who have vast Experience of Managing of Lighting Industry and Finance, Shri Anup Gupta continuing his office as a Managing Director of the Company.

Shri R. L. Rawat, Director of the company who has vast experience of finance sector, Shri R. L. Rawat, continuing his office as a Independent Director of the Company.

6. AUDITORS (DISCLOSURE)

Dear Shareholders, Your Directors already informed you that Company''s auditors M/s Kalani & Associates resigned from the Company dated 1 December 2011. Due to the sickness of the Company, there was no appointment, now as per the willingness shown by our internal auditor, M/ s Rajvanshi & Associates has been appointed as Statutory Auditors in Company''s Extra Ordinary General Meeting(in this connection we are already send notice and published in two news paper) which was held on 12th April, 2012 . to hold office from the Conclusion of that EGM till the Conclusion of next AGM at a remuneration that was decided by the Board of Directors with Consultation with auditors.

The Statutory Auditors M/s Rajvanshi & Associates, Chartered Accountants, (Regn. no:-005069c) hold office till the conclusion of the ensuing Annual General Meeting and are re commended for re- appointment The Certificate From the Auditors have been received to the effect that their re-appointment, if made would be within the prescribed limit under section 224(1 B) of the Companies Act, 1956.

7. AUDITORS'' REPORT

The qualifications/observations and comments given in the report of the Auditors read together with Notes to Accounts are self explanatory and explained/clarified wherever necessary, hence no further information and explanation is required under Section 217(3) of the Companies Act, 1956.None of the directors are disqualified under section 274(1) (g) of the Companies Act, 1956 as the company has made payment in accordance with the order of Hon''ble BIFR.

8. EFFECT OF HON''BLE BOARD FOR INDUSTRIAL AND FINANCIAL

RECONSTRUCTION ORDER

As per the information provided by the management, the company was declared SICK undertaking within the meaning of SICA Act, 1985, by honorable BIFR in the hearing held on 25.08.2005 and sanctioned the rehabilitation scheme on 26.05.20! 1 as proposed by the company, Now company has compiled all the terms & conditions of BIFR order such as :

(a) Reduction of existing equity share Capital & preferential allotment to promoters:

APIL has been taken corporate action for reduction of capital & preferential allotment of promoters according to BIFR order. The existing capital have been reduced by 60%, after reduction & preferential allotment Companies" capital is Rs. 3,49,63,680 (34,96,368 shares @ Rs.10 each). In this connection, your BOD take necessary action that all existing equity shares certificates has been treated as deemed cancelled as on record date 14/05/2012 and new share certificates has been printed and the dispatch of the same is in process at RTA.

(b) Waiver of Statutory dues:

i) The company has waived off 75% of old sundry creditors amounting to Rs. 130.18 Lacs and out of rest 25%, l/5th payment had been made during the year in cash to these creditors as reported by the company and to some of the creditors payment has been made in full who have nominal amount in compliance of BIFR order.

ii) Dues of old sundry creditors amounting to Rs. 70.71 Lacs has been written off to the extent of 75% and payment has been made in full to some of the creditors who have nominal amount and l/5th payment have been made to rest of the creditors as per BIFR order.

iii) In Loan of Autolite (India) limited have- also been written off to the extent of 75% and for remaining 25%, consultancy has been provided for Rs. 165.45 Lacs (inclusive of service tax) as sale of technical knowhow and rest amount Rs.99.73 Lacs are still outstanding in loan account.

iv) The Sales Tax Department has raised a demand against the company for Rs. 24.00 Lacs. However as per the order of BIFR it has been directed to reconcile the said demand with company and waive off the interest and penalty thereon hut sale tax department has not yet reconciled the dues.

v) Liability for ESI and PF payable of Rs.4.38 Lacs and Rs.16.51 Lacs respectively has been waived off which was shown as contingent liability in the F.Y. 2009-10.

vi) The company has been exempted from the payment of customs duty on machines imported.

vii) State Investment Subsidy of Rs. 15 Lacs, Securities Premium reserve of Rs. 824.51 Lacs, Remission of liabilities (SBBJ) of Rs. 151.38 Lacs, Remission of Liabilities (IFCI) of Rs. 75 Lacs, and Remission of Liabilities (SBOP) of Rs. 57.8 Lacs and General Reserve of Rs. 200 Lacs has been written off fully as per BIFR order.

9. EXPANSION OF PRODUCTS LINE

The present promoter after carefully study of the product lines which can be conveniently added to the present line of products, decided to launch like LED Lights, LED Fixtures, LED Drivers. LED Control Gear, T5, T8 Fittings. Electronic Chokes, Fan, Cables and Technical Know How.

10. RESTORATION OF LISTING WITH BSE

The Company has taken necessary steps for capital reduction and preferential allotment on the basis of Hon''ble BIFR Sanctioned Scheme without the requirement of the Companies Act, 1956 and SEBI rules and regulations, APIL has taken necessary steps for restoring listing of its shares with Bombay Stock Exchange which is under process.

11. REGISTRAR AND SHARE TRANSFER AGENT:

The Company has appointed Beetal Financial Computer Service (P) Limited as their Registrar and Share Transfer Agent. Their full address with e-mail address is given on the front page of this Annual Report.

12. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of section 205C of the Companies Act, 1956 your Company will transfer the following amounts to the investor Education and Protections Fund:

Rs. 204428/- lying unclaimed/unpaid with the Company for a period of seven years after the declaration of Di vi end for the financial year ended 2000-01.

13. SUBSTANTIAL ACQUISITION OF STAKE REGULATION 8(3) (SAST)

Shri D.P.Gupta promoter & Promoter group of the Autopal Industries Limited and Shri Anup Gupta as a Managing Director acquired substantial Shares of the Company bringing their total shareholding to 52.29% of the total capital of the Company.

14. CORPORATE GOVERNANCE

The Company has duly complied with the Corporate Governance provisions as stipulated under clause 49 of the Listing Agreement, and as required Report on Corporate Governance, Certificate of Auditors confirming compliance witb the requirements of Corporate Governance form part of the Annual Report. In accordance with the Listing Agreement requirements, the Management Discussions and Analysis report and CEO/CFO Certificate on discharge of finance function is presented in a separate section forming part of the Annual Report.

15. MANAGEMENT DISCUSSION & ANALYSIS

The report on Management Discussions and Analysis has been attached and forms part of the Annual Report.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge hereby state and confirm that:

i) In the preparation of the annual accounts of the Company, the applicable accounting standards had been followed along with proper explanations relating to material departures;

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

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

iv)The Directors had prepared the annual accounts of the Company on a going concern basis.

17. EMPLOYEE RELATIONS

Autopal aims at adopting the best practices for accomplishing competitive advantage through people and ''building profits by putting people first''. It endeavors to devise strategies to attract the best talent and to ensure their retention by building trust and encouraging loyalty in them.

We believe that to build a sound and growing business in a difficult and complex industry, employees are vital to the Company. Their skills, knowledge, ideas and enthusiasm drive our business. We have also achieved this by giving them development and advancement opportunities along with competitive compensation and benefits that appropriately reward performance. Pay revisions and other benefits are also designed in such a way to compensate for good performance of the employees of the Company.

The talent base of your Company has steadily increased and your Company has created a favorable work environment which encourages innovation and meritocracy. The Company has also set up a scalable recruitment and human resource management process which enables us to attract and retain high caliber employees.

18. PARTICULARS OF EMPLOYEES

None of the employees fall under the purview of Section 217(2A) of the Companies (Particulars of Employees) Rules, 1975 Hence no information is required to be given under the said provisions. -

19. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE ETC,

The Company is engaged in light engineering products with no danger pollution of any kind Company''s operation involve low energy consumption. Nevertheless, adequate measures have been taken by me Company to- save energy cost.

Technology absorption and Foreign Exchange Earning and Outgo during the year under review is nil.

20. ACKNOWLEDGMENT

Your Directors place on record their sincere thanks for the co-operation extended by the Government Authorities, Financial Institution, Banks, Fixed Deposit Holders, Shareholders, Dealers, Suppliers, Customers, Agents and other business associates. Also your Directors would like to appreciate the commitment, dedication and hard work put in by the employees of the Company under adverse financial conditions.

For and on behalf of the Board of Directors

Sd/- Sd/-

PLACE : JAIPUR Dharam Pal Gupta Anup Gupta

DATE : 30.08.2012 Chariman Managing Director


Mar 31, 2010

The Directors have pleasure in presenting their 24 Annual Report and Audited Accounts for the financial year ended on March 31, 2010.

FINANCIAL RESULTS

(Rs. in Lacs)

2009-10 2008-09

Total Income 212.58 314.21

including excice duty

Profit/(Loss) before (66.75) (200.56)

Interest, Depreciation

&Tax

Financial Expenses 13.22 21.94

Depreciation & Misc. 34.23 45.60 expenses written off

Net Profit/(Loss) before (114.20) (268.10) Extra-ordinary items

Provision for Tax/FBT Nil 0.85

Extra-ordinary items/ (255.53) (1340.94) Prior period items

Net Profit/(Loss) 141.32 1071.99

for the Year

Balance brought forward (3224.02) (4296.01) from the previous year

Balance carried forward (3082.69) (3224.02) to the Balance-sheet



OPERATIONS

During the year under review, the Company earned total income of Rs,212.85 Lacs as compared to 314.21 Lacs during the year 2008-2009 Further; it gained net profit of Rs. 141.32 Lacs due to one Time Settlement (OTS) effect of Kotak Mahindra Bank (Assignment purchase from SBP).

DIVIDEND

In view of the adverse financial position of the Company, the Board regrets its inability to recommend any dividend for the year under review.

FINANCIAL RESTRCTURING

The Company has made full payment to State Bank of Patiala, which was assigned to Kotak Mahindra Bank, and IFCI and presently no dues of financial institution and Banks.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review. Against the opening principal outstanding of Rs 11.29 Lacs, Company paid only Rs 10.44 lacs at the end of the year.

AUDITORS

The Auditors of the Company M/S Kalani and Associates, Chartered Accountants, Jaipur retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The auditors have furnished a certificate to the effect that the proposed re-appointment, if made, will be in accordance with section 224 (IB) of the Companies Act, 1956.

AUDITORS QUALIFICATIONS

1. Advance to suppliers for import of capital goods and raw material represents the payments made by the bank against L/Cs. Due to continuing liquidity crunch, Company could not arrange to pay the customs duty and other charge for lying at Port or are under auction. This estimated amount of customs Duty and other charges payable in respect of capital goods is Rs 25.87 Lacs.

2. The Company has once again written to the C&F agent to organize physical verification of stock lying with them.

3. Due to continuing liquidity crunch on account of negligible level of activity, the Company has failed to repay its deposits and interest . there on. As such, all the directors of the Company are section 274(1 )(g) of the Companies Act, 1956 to be appointed as directors of any other public Company

4. Due to negligible level of activity and sever liquidity crunch, the Company has not been able to pay its statutory dues, public deposits and other priority creditors.

5. Due to severe financial crunch, the Company is not a position to meet the expenses of valuation of assets in order to determine the value of impairment of assets.

DIRECTORS

Shri R. L. Rawat, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment His brief resume is given in the report on Corporate Governance forming part of this annual report.

Shri Anup Gupta Director who has quite good experience of Managing of Lighting industry and finance, proposed to be appointed as Managing Director of the Company on the terms and condition set out in the notice of the meeting.

Shri Mata Deen Sharma, who has been appointed as Additional Director designated as Executive Director with effect from 30 January, 2010 also proposed to pay remuneration as set out in the notice and his appoint as Executive Director is proposed for confirmation of shareholders.

Shri I. B. Soni, Managing Director and Shri Ashok Gupta Director of the Company resigned from the Board. The Board in their meeting held on 30 January, 2010 reluctantly accepted their resignation and places on record deep appreciation of their service and guidance given by them.

SAST

Shri D. P. Gupta promoter of the Autopal Group Companies and Shri Anup Gupta Director acquired substantial Shares of the Company bringing their total shareholding to 33.18% of the total capital of the Company.

Exploration of Products:

The present promoters after carefully study of the product lines which can be conveniently added to the present line of products, decided to launch fan and cables.

Registrar and Share Transfer Agent:

The Company has appointed Beetal Financial Computer Service (P) Limited as their Registrar and Share Transfer Agent. Their full address with e-mail address is given on the front page of this Annual Report.

Restoration of Listing with BSE:

The Company has initiated necessary steps to restore listing of its shares with Bombay Stock Exchange.

CORPORATE GOVERNANCE

Due to adverse financial results and consequent default u/s 274(1) (g) of the Company Act, 1956, the Company has not been able to comply with some of the provisions of the Corporate Governance. A detailed report in this regard along with certificate from the Practicing Company Secretary forms part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee was reconstituted with the appointment of Shri M. D. Sharma as Executive Director of the Company. He was inducted as member of the committee on 30 Jan, 2010

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act. 1956 the Director confirms:

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

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

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

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

PARTICULARS OF EMPLOYEES

None of the employees fall under the purview of Section 217(2 A) of the Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE ETC.

The Company is engaged in light engineering products with no danger pollution of any kind Companys operation involve low energy consumption. Nevertheless, adequate measures have been taken by the Company to save energy cost.

Technology absorption and Foreign Exchange Earning and Outgo during the year under review is nil.

ACKNOWLEDGMENT

Your Directors place on record their sincere thanks for the co-operation extended by the Government Authorities, Financial Institution, Banks, Fixed Deposit Holders, Shareholders, Dealers, Suppliers, Customers, Agents and other business associates. Also your Directors would like to appreciate the commitment, dedication and hard work put in by the employees of the Company under adverse financial conditions.

For and on behalf of the Board of Director.

Sd/-

PLACE : JAIPUR

DATE : 30.08.2010



 
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