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Directors Report of AUNDE India Ltd.

Mar 31, 2016

Dear Members,

The Directors are pleased to present the 19th Annual Report and the Audited Accounts for the year ended 31st March, 2016.

1. FINANCIAL HIGHLIGHTS (Rs. inLacs)

Particulars

For the year ended 31.03.2016

For the period ended 31.03.2015 (9 Months)

Revenue from operations (Net)

12495.83

8081.52

Expenses

(11863.27)

(7903.98)

Other Income

60.77

35.62

Profit before Interest, Tax, Depreciation & Amortization, finance cost and exceptional items

693.33

213.16

Less:

1. Finance Cost/ Interest

86.27

628.02

2. Depreciation & amortization expenses

452.38

313.96

Profit / (Loss) before taxation

154.68

(728.82)

Provision for taxation (incl. deferred tax)

(16.02)

(247.05)

Profit/ (Loss) for the year carried to Balance Sheet

170.72

(481.77)

2. PERFORMANCE HIGHLIGHTS:

The Company''s total revenue from operations stood at Rs. 12495.83 Lacs and the revenue for previous year (9 months ended) was at Rs. 8081.52 Lacs, The revenue from operation comprises of Domestic Sales of Rs.13,018.29 Lacs and Exports Rs. 934.52 Lacs. The Company earned Profit before Interest, Tax, Depreciation & Amortization, Finance Cost and Exceptional Items of Rs. 693.33 Lacs and profit after tax of Rs. 170.72 Lacs as compared to Loss of Rs.481.77 for the year ended 31.03.2015 (9 months).

Company overview:

The Company is into manufacturing of specialized Car seat fabric and supplies fabric to OEM''s like Maruti Suzuki, Ford India, Hyundai, Mahindra & Mahindra and Honda Motors. AUNDE India holds a significant place in the Indian technical textile industry as there are fewer players in the technical textile segment and especially in car seat fabric manufacturing. The Company currently holds appx. 31% of the total Indian Automotive Fabric market and is striving to capture 45% of the market share by 2019.

The long term association with Aunde Global Group has enabled the Company to reap the benefits in the area of manufacturing innovative products. AUNDE India has various tie ups with other members of the Group, like Aunde Italy for catering to Fiat India, Aunde Australia for catering to Ford India and Aunde Brazil for catering to GM Motors. On account of the strong foothold of the Company in the Market, its innovative and improved designs and persistent efforts made by the development team and Company''s marketing team the Company was able to achieve higher sales during the year.

3. CHANGE IN THE NATURE OF THE BUSINESS

There were no changes in the nature of business during the year under review as prescribed in Rule 8 of the Companies (Accounts) Rules, 2014.

4. DIVIDEND:

In order to conserve the resources of the Company, the Board of Directors are not recommending any dividend for the Financial Year.

5. DETAILS OF BOARD MEETINGS:

During the year under review, the Company has conducted 6 (Six) Board Meetings on 9th June, 2015,12th August, 2015,29th August, 2015,10th November, 2015,21st December, 2015 and 21st January, 2016.

6. DIRECTORS

Mr. Rolf Konigs, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment.

Mr. Bheemanna B. Chikkerur was appointed as an Additional Director of the Company by the Board of Directors at their meeting held on 21st December, 2015, and offers himself to be appointed as Director at this AGM.

The Board recommends their appointment.

The details of Committees of Board of Directors are provided in the Corporate Governance Report.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

The information as required under Section 134(3)(m)of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is annexed to this report as Annexure I.

8. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

A separate section on Corporate Governance is included in the Annual Report as Annexure II and the Certificate from M/s. Sanjay Dholakia & Associates, Practicing Company Secretaries confirming the compliance of conditions on Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (previously Clause 49 of the Listing Agreement), is enclosed to the Corporate Governance Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT ECONOMY OVERVIEW

India has registered a steady pace of economic growth in Fiscal Year 2016. Additionally, macroeconomic parameters such as inflation, fiscal deficit and current account balance have exhibited distinct signs of improvement. Wholesale price inflation has been in negative territory for more than a year and the all-important consumer price inflation has declined to nearly half of what it was a few years ago. However, weak growth in advanced and emerging economies has taken its toll on India''s exports. Nevertheless, trade and current account deficits have improved due to relatively lower prices for crude oil which is imported by India. Growth in agriculture has slackened due to two successive years of less than-normal monsoon rains. The rupee has depreciated with respect to the US dollar, like several other currencies in the world.

Technical/Automotive Textiles

Technical Textiles are defined as Textile material and products manufactured primarily for their technical performance and functional properties rather than aesthetic and decorative characteristics. Technical textile broadly refers to woven I knitted and non-woven clothes made for technical applications.

There has been a sharp increase in the global demand for Technical Textiles in various areas namely Meditech, Buildtech, Mobiltech, Protech, Hometech, Sporttech, Packtech, Geotech etc. The automotive textile industry, the Company''s core business sector, which is also known as mobiltech segment depends largely on the growth of the automotive sector in India, which has been brisk in recent years. India''s mobiltech segment is hence expected to grow at a rate of 17% to US$ 1,870 Million by 2016-17 as per estimates of the Working Group on Textiles and Jute Industry, Ministry of Textiles, Government of India.

COMPANY OVERVIEW AND OUTLOOK

The Company achieved a turnover of Rs. 125 Crores for FY15-16 registering a growth of 11%. The Company at present holds a significant place in the Indian Automobile Industry and Aunde has successfully showcased its new technologies and innovations in offering to the OEM''s like Maruti Suzuki, Renault, Nissan, Honda, Mahindra & Mahindra, Volkswagen & TATA’s and was reciprocated with an overwhelming response and some of these technologies already hold a place in future programs. With the technologically advance and innovative products, Aunde has created a new prospect in upcoming opportunities with OEM''s with their upcoming projects.

OPPORTUNITIES AND CHALLENGES

Government has taken some measures in FY 2015-16 to improve the competitiveness of Indian textile exports such as:

-Approved an Amended Technology Up gradation Fund Scheme (A-TUFS) in place of the existing Revised Restructured TUFS for technology up gradation of the textiles industry supporting CAPEX spends.

-Focus on setting up of integrated textile parks and ''Make In India'' mission.

-Completion of review of National Textile Policy 2000 and expected announcement of new National Textile Policy in 2016.

The new National Textile Policy will aim to achieve exports of US$ 300 billion by 2024-25 and create additional 35 million jobs in the sector. Free Trade Agreements (FTAs) between India and major markets such as Europe, US, China, Australia, Canada, etc. or relevant sectoral agreements can be a major growth driver for the industry by granting favorable duty structure for Indian textile products. Similarly, bilateral/multilateral trade agreements between groups of countries, for e.g. Trans-Pacific Partnership (TPP), could potentially harm the Indian textile exports in some segments.

The Company is strategically strong to seize any new opportunities in the automotive textile market. The management has taken into account the declining tends in the automobile industry and pressure on the YOY sales and margins. The implementation of cost effective measures have been helped the company to remain competitive in the Market. However, the increased cost of raw materials, labour and other resources have affected companies sales growth and profitability.

The management is well equipped to address the threats & challenges of the automobile textile industry with its experienced personnel, technologically innovative products & reputed clientele.

HUMAN RESOURSES/ INDUSTRIAL RELATIONS

Aunde India Limited believes that people are its most valued resource and their efficiency plays a key role in achieving set goals and building a competitive work environment. A productive and innovative workplace has been and will continue to remain a key requirement for successful business performance in the Company''s perspective. We strive to provide great place to work to our people through challenging and learning environment.

POLLUTION AND ENVIRONMENTAL CONTROLS

Company believes that profitability not only depends on the actual profit but also the benefit derived by the community through the activities of the Company. Aunde India Limited is conscious of the vulnerability and the essence of a healthy and clear environmental surrounding. The Company has framed a policy for securing the quality of environment and requires its stakeholders to adhere to such policy.

10. RESERVES:

The Company has not transferred any amount to reserves in current Financial Year.

11. DEPOSITS:

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

12. NOMINATION AND REMUNERATION COMMITTEE POLICY

The Company has constituted Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 and Clause 19 of SEBI (LODR), Regulations, 2015 and has defined the policy on Director''s appointment and payment of remuneration including criteria for determining qualifications, positive attributes, independence of Directors, etc. The policy is available on the website of the company at www.aundeindia.com.

13. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company''s management is responsible for establishing and maintaining an adequate system of internal financial control over financial reporting. The Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, excluding transaction with proper authorization and ensuring compliance of corporate policies.

14. INDIAN ACCOUNTING STANDARD (INDAS)

The Indian Accounting Standards (INDAS) were notified by the Ministry of Corporate Affairs on February 16, 2015. These standards will become applicable to the Company with effect from 1st April, 2017 with comparatives for the previous year ending 31st March, 2016. Your Company has taken adequate steps in this regard to ensure a smooth transition to INDAS.

15. DIRECTORS’RESPONSIBILITYSTATEMENT:

To the best of their knowledge and belief according to the information and explanations obtained by them, Board of Directors of the Company makes the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(i) that in the preparation of the Annual Financial Statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) that such accounting policies as mentioned in Notes to Financial Statements have been selected and applied consistently and made judgments and estimates have been made that are reasonable and prudent 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 profit of the Company for the year ended on that date;

(iii) that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Financial Statements have been prepared on a going concern basis;

(v) that the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

16. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE

Aunde Achter & Ebels GmbH, Germany is the JV partner of the Company and is holding 42.82 % shares of the Company.

17. SIGNIFICANT MATERIAL ORDER PASSED BY COURTS

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

18. RISK MANAGEMENT POLICY

The Company has framed a Risk Management Policy which was approved by the Board pursuant to the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (previously Clause 49 of the Listing Agreement). There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks faced by the Company. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the period a risk analysis and assessment was conducted and no major risks were noticed.

19. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

As 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, as amended from time to time, details of Remuneration to Directors and Key Managerial Personnel is provided in Form MGT-9 annexed to this Report.

The Company has no employee who- (i) if employed throughout the Financial Year, was in receipt of remuneration, in aggregate, more than Rs. 60 Lacs, or (ii) if employed for part of the Financial Year, was in receipt of remuneration, in aggregate, more than Rs. 5 Lacs per month. Hence, the information required to be given pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is not applicable to the Company.

20. CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CSR)

The Company does not fulfill any criteria provided under Sub-section 1 of Section 135 of the Companies Act, 2013, hence, the Company has not carried out any CSR activities.

21. ANNUAL PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013, 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 Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

22. DECLARATION FROM INDEPENDENT DIRECTORS

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

23. FAMILIARIZATION PROGRAMME FORTHE INDEPENDENT DIRECTORS

Pursuant to the SEBI Regulations, the Company has worked out a familiarization programme for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc.

The policy for familiarization programme for the Independent Directors is available on the website of the Companywww.aundeindia.com.

24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has framed Whistleblower Policy and has established the necessary Vigil Mechanism as defined under Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the audit committee. The said policy has been posted on the website of the Companyatwww.aundeindia.com.

25. STATUTORY AUDITORS

M/s. Majibail & Co., Chartered Accountants, Mumbai (Firm Rgn. No. 105870W) being eligible offer themselves for re-appointment. M/s. Majibail & Co. has confirmed that the appointment will be within the prescribed limits specified in Section 139 of the Companies Act, 2013. Members are requested to appoint the auditors.

26. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sanjay Dholakia & Associates, Practicing Company Secretaries (Membership No. 2655, C.P. No. 1798) to undertake Secretarial Audit. The Report is annexed herewith as Annexure III.

27. OBSERVATIONS-AUDITOR & SECRETARIAL AUDITOR

Secretarial Auditor: As mentioned in the report, the Company was required to appoint a Chief Financial Officer (CFO as KMP), a Woman Director and an Independent Director on the Board. Your Directors would like to inform you that the Company has appointed Mrs. GurinderKaurKalsias Director on 12th August, 2015 in compliance with provisions. Similarly, Company is also in process of appointing Chief Financial Officer and Independent Director on the Board of the Company.

28. RELATED PARTY TRANSACTIONS

All transactions entered into with related party during the Financial Year as defined under Section 188(3) of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of business and on arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the Financial Year which were in conflict with the interest of the Company.

All Related Party Transactions are approved by Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of the transactions which are repetitive in nature. The transactions entered into pursuant to omnibus approval so granted are reviewed on a quarterly basis by the Audit Committee.

Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements. The Company has proposed to take approval of Members regarding Related Party Transactions propose to be enter into with related parties in next financial year through Ordinary Resolution.

The policy on Related Party Transactions as approved by the Board is available on the website of the Company. The same can be accessed on www.aundeindia.com.

None of the transactions with related parties falls under the scope of section 188(1) of the Companies Act,

2013. Information on transactions with related parties pursuant to section 134(3)(h)of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given as Annexure IV in FormAOC-2 and the same forms part of this report.

29. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form No. MGT -9, as provided under sub-section (3) of Section 92 of the Companies Act, 2013 annexed to the Boards'' report as Annexure V.

30. COST RECORDS AND AUDIT

Pursuant to the directives of the Central Government under the provisions of Section 148(1) of Companies Act, 2013, Company has maintained cost records and included the same in Books of Accounts.

The Company does not fulfill the criteria’s mentioned in Rule 4 of Companies (cost records and audit) Rules, 2014, and hence Cost Audit is not applicable for the Financial year 2015-16.

31. ACKNOWLEDGMENT

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and Stakeholders.

For and on behalf of the Board

Place : Mumbai

Date :22nd April, 2016 Ajay Anand

Managing Director


Mar 31, 2015

Dear Shareholders,

The Directors are presenting the 18th Annual Report for the Financial Period 2014-15 of your Company and the Audited Accounts for the Financial Period ended 31st March 2015.

1. FINANCIALS :

(Rs.in Lacs)

Particulars For the period For the year ended ended 31.03.2015 30.06.2014

(9 Months)

Revenue from Operations 8,912.27 14913.32

Less: Excise duty on domestic sale 830.94 1418.37

Revenue from operations (ne t) 8081.33 13494.95

Other Inco me 72.43 120.07

Profit before Interest,Tax, Depreciation & Amortization, 303.21 1177.62

finance cost and exceptio nal items

Finance Cost/ Interest 628.02 883.16

Depreciation & amortization expenses 313.96 411.20

Exceptional Items 90.05 -

Profit / (Loss) before taxation (728.82) (116.74)

Provision for taxation (incl. deferred tax ) (247.05) 20.96

Profit/ (Loss) for the year carried to Balance Sheet (481.77) (137.70)

2. HIGHLIGHTS OF PERFORMANCE:

During the period under review, the Company's revenue from operations stood at Rs. 8081.33 Lacs (9 Months) as against Rs. 13494.95 Lacs in the previous year. The Operational revenue Rs. 8912.27 lacs of the Company is earned through domestic sales of Rs. 7167.47 Lacs and Export Sales of Rs. 1744.80 Lacs. The Company has suffered a Net Loss of Rs. 481.77 Lacs as compared to the Loss of Rs. 137.70 Lacs during the previous accounting year.

Reasons for underperformance:

Cost of materials increased in FY 2015 majorly due to non-pass through of rise in price of raw materials to the end customers. Write off of obsolete inventory on account of phasing off of car models also had an impact on the profitability.

3. CHANGE IN THE NATURE OF THE BUSINESS

There were no changes in the nature of business during the year under review as prescribed in Rule 8(2) of the Companies (Accounts) Rules,2014.

4. DIVIDEND:

Due to financial losses, your Board of Directors has not recommended any dividend for the year.

5. RESERVES:

The Company has not transferred any amount to reserves due to losses in current financial year.

6. CHANGE IN THE FINANCIAL YEAR:

The Company has changed its financial year from 1st July - 30th June to 1st July - 31st March, and from next financial year 1st April - 31st March, pursuant to Second Proviso of Section 2(41) of the Companies Act, 2013. As per Second Proviso of Section 2(41), all companies whos' financial year is not in accordance with Section 2(41) of Companies Act, 2013, shall, within a period of 2 years from commencement of the Act, align its financial year as per the provisions of Section 2(41) of Companies Act 2014.

7. DEPOSITS:

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

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate section on Management Discussion and Analysis is included in this Annual Report.

9. CORPORATE GOVERNANACE AND SHAREHOLDERS INFORMATION

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company's auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange(s), forms part of this Annual Report.

10. DETAILS OF BOARD MEETINGS:

During the period under review, the Company has conducted 5 (Five) Board Meetings on 30th August, 2014, 14th September, 2014, 28th October, 2014, 13th February, 2015 and 27th February, 2015.

11. DIRECTORS

Mr. Ajay Anand, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment.

12. REMUNERATION COMMITTEE POLICY

The Company has constituted Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 and has defined the policy on Director's appointment and payment of remuneration including criteria for determining qualifications, positive attributes, independence of a Director.

13. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Companys' management is responsible for establishing and maintaining an adequate system of internal financial control over financial reporting. The Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, excluding transaction with proper authorization and ensuring compliance of corporate policies.

14. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief according to the information and explanations obtained by them, Board of Directors of the Company makes the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of annual financial statements for the period ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies have been selected by directors and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of the Company's' affairs as at March 31, 2015 and of the loss of the Company for the period ended March 31, 2015;

(c) that proper and sufficient care has been taken for the maintenance of the 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;

(d) that the annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

15. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE Aunde Achter & Ebels GmbH (Germany) are the JV partner of the Company and is holding 42.82% shares of the Company.

16. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form No. MGT -9, as provided under sub-section (3) of Section 92 of the Companies Act, 2013, annexed herewith the Boards' report.

17. SECRETARIAL AUDIT

As required under Section 203 of the Companies Act, 2013, Secretarial Audit Report as obtained from M/s. Sanjay Dholakia & Associates, Practising Company Secretary is annexed and forms part of the Boards' Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

The information as required under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is Annexed to this report.

19. SIGNIFICANT MATERIAL ORDER PASSED BY COURTS

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

20. RISK MANAGEMENT POLICY

The Company has framed a Risk management policy which was approved by the Board pursuant to the requirement of clause 49 of the Equity Listing Agreement. There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks faced by the Company . Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the period a risk analysis and assessment was conducted and no major risks were noticed.

21. CORPORATE SOCIAL RESPONSIBILITY

The Clause is not applicable to the Company as the Company is not having profits in the current accounting period and the profit for previous accounting years was less then Rs. 5.00 Cr.

22. RELATED PARTY TRANSACTION

All transactions entered into with related party as defined under Section 188(3) of the Companies Act, 2013 and Clause 49 of the Listing agreement during the financial period were in the ordinary course of business and at an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

23. ANNUAL 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, it's Committees and Directors individually.

24. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company viz. Mr. Kapil Sethi and Mr. R. J. Avadhani, that they meet the criteria of their Independence as laid down in Section 146(6) of the Companies Act, 2013.

25. AUDITORS

M/s. Majibail & Company, Chartered Accountants, Mumbai ( Firm Reg. No.105970W) being eligible offer themselves for re-appointment. M/s. Majibail & Company has confirmed that in case they are reappointed, it will be within the prescribed limits specified in Section 139 of the Companies Act, 2013. Members are requested to appoint the auditors.

26. OBSERVATIONS – AUDITOR & SECRETARIAL AUDITOR

Statutory Auditor:

There are no qualifications contained in the Auditors Report and therefore, there are no further explanations to be provided for in this Report.

Secretarial Auditor:

As mentioned in the report, the Company was required to appoint a Chief Financial Officer(CFO as KMP) and Women Director on the Board. Your Directors want to inform, that the Company is still in the process of appointing the same.

27. COST RECORDS

Pursuant to the directives of the Central Government under the provisions of Section 148(1) of Companies Act, 2013, Company has maintained cost records and included the same in the Books of Accounts.

28. ACKNOWLEDGMENT

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders.

For and on behalf of the Board FOR AUNDE INDIA LIMITED Place : Mumbai

Date : 9th June, 2015 Ajay Anand

Chairman & Managing Director


Jun 30, 2014

Dear Members

The Directors are pleased to present the 17th Annual Report on the working of the Company, together with the Audited Accounts for the year ended 30th June 2014.

1. FINANCIALS:

(Rs. in lacs)

Particulars For the Year For the Year ended ended 30.06.2014 30.06.2013

Revenue from Operations 14913.32 12541.37

Less Excise duty on domestic sale 1418.37 1228.96

Revenue from Operations (net) 13494.95 11312.41

Other Income 120.07 110.81

Profit before interest, tax, depreciation & amortization, finance cost and exceptional items 1740.60 1592.12

Finance Cost/Interest 883.16 689.56

Depreciation & amortization expenses 411.19 421.69

Profit/(Loss) Before Tax 446.25 480.86

Less: Tax Expenses Current Tax 89.29 96.21 Deferred Tax 20.41 14.95

Profit/ (Loss) After Tax 336.55 369.70

OPERATING RESULTS

AUNDE India Limited achieved a net turnover of Rs. 13494. 95 Lacs during the year, a noteworthy growth of 19.29% as compared to previous year. The Export turnover stood at Rs. 2428.29 Lacs from Rs. 1650.11 Lacs as compare to previous year, a significant growth of 47.16%.

The revenues from operations for FY 2013-14 stood at Rs. 14913.32 Lacs as against previous years Rs. 12541.37 Lacs which grew by 18.91% over the last year. The Company earned a Profit Before Tax of Rs. 446.25 Lacs as compared to Rs. 480.86 Lacs. The Company earned a Net Profit of Rs. 336.55 Lacs as compared to Rs. 369.70 Lacs in the previous year.

BUSINESS OVERVIEW

The Indian economy went through challenging times since the crisis in the Euro Zone with a cyclical down turn with growth slowdown, elevated current account deficit and persistent inflation. However, the Indian economy recovered in the second quarter of FY 13-14 recording a growth of 4.8 per cent. This follows a growth rate of 4.4 per cent in the first quarter (Q1) of the current financial year FY-14-15.

Automotive textile industry''s growth depends on performance of Automotive industry. The Indian auto industry witnessed a decline in both passenger vehicles and in commercial vehicles segment by 4.7% and 22.4% respectively. For most of last year, the economy was hamstrung by rising inflation and high interest rates, leading to relatively low consumer interest in buying new vehicles, and, in many cases, postponement of purchase. In the later part of the year, reduction in excise duty and partial lifting of mining bans did help in recovery of sentiment, but only to a limited extent. High delinquencies in vehicle financing led to tightening of lending norms by financiers, which badly impacted the sales of small commercial vehicles and passenger cars.

Though the Automobile industry was under pressure, Aunde India was consistent in achieving notable sales growth of 18.91% during the year and there was significant growth of 47.16% in exports. The company was able to maintain its profitability vanquishing the rising of cost of raw material, cost of labour, Inflation and the slowdown in automobile industry throughout the year. In the current year the company is expecting to maintain its export sale and will have road map to focus on the domestic market as well so as to maintain its market competitiveness and to become a market leader in auto textile segment.

DIVIDEND

In order to conserve resources for strengthening the on-going project(s), your Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

Your Company has not accepted any deposits from public in terms of the Companies (Acceptance of Deposits) Rules, 1975, and no amount of principal or interest was outstanding on the date of the Balance Sheet.

DIRECTORS

The Board of Directors at there meeting held on 17th March 2014 appointed Mr. Ajay Anand as Managing Director of Company for a term of 5 years w.e.f. 1st April 2014.

The Board of Directors at their meeting held on 18th January 2014 appointed Mr. R. J. Avadhani as an Additional Director of the Company. As additional director Mr. R. J. Avadhani hold office till the date of the forthcoming Annual General Meeting of the Company.

Mr. Kapil Sethi and Mr. R. J. Avadhani, being independent directors of the Company, the Board is proposing appoint them as Independent Directors of the Company for a period of five years pursuant to the provisions of Section 149 of the Companies Act, 2013.

Mr. Rolf Konigs, Director of the Company retires by rotation at the ensuing General Meeting pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company and being eligible offers himself for re-appointment.

The Board recommends the appointment of aforesaid directors.

AUDITORS

M/s. Majibail & Company, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for reappointment. The retiring Auditors have furnished a Certificate of their eligibility for reappointment under section 139 (1) of the Companies Act, 2013 (corresponding to section 224(1B) of the Companies Act, 1956), and have indicated their willingness to continue. Members are requested to appoint the auditors and fix their remuneration.

AUDITORS'' REPORT

The Auditors'' Report to the Shareholders does not contain any reservation, qualification or adverse remark.

COST AUDITORS AND COST AUDIT REPORT

Pursuant to the directives of the Central Government under the provisions of Section 144 of Companies Act 2013 (corresponding to section 233B of the Companies Act, 1956), qualified Cost Auditors have been appointed to conduct cost audits relating to several products manufactured by the Company.

PARTICULARS OF EMPLOYEE

There are no employees drawing salary as required to be mentioned under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

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

Details of energy conservation and research and development activities undertaken by the Company alongwith the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as an Annexure to the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

(ii) the Company has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of affairs of the Company at the end of the accounting year and of the profit or loss of the Company for that period;

(iii) the Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) these Accounts have been prepared on a "going concern basis".

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company''s auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Annual Report.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and continued support.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, buyers, vendors and others associated with the Company. The Directors also take this opportunity to thank all investors/stakeholders, Banks, Government and Regulatory Authorities for their continued support



For and on behalf of the Board For AUNDE India Limited Place: Mumbai Date : 31.08.2014 Ajay Anand Chairman & Managing Director


Jun 30, 2013

To the Members

The Directors are pleased to present the 16th Annual Report on the working of the Company, together with the Audited Accounts for the year ended 30th June 2013.

FINANCIALS :

(Rs.in Lacs) Particulars For the Year For the Year ended ended 30.06.2013 30.06.201 2

Revenue from Operations 12541.37 9182.43

Less Excise duty on domestic sale 1228.96 906.62

Revenue from Operations (net) 11312.41 8275.81

Other Income 110.81 16.13

Profit before interest, tax, depreciation & amortization, finance cost and exceptional items 1592.12 1556.38

Finance Cost/Interest 689.56 693.31

Depreciation & amortization expenses 421.70 391.88

Profit/(Loss) Before Tax 480.86 471.19

Less: Tax Expenses

Current Tax 96.21 97.12

Deferred Tax 14.95 24.16

Profit/ (Loss) After Tax 369.70 349.91

OPERATING RESULTS

AUNDE India Limited recorded a significant growth of 36.58% in gross turnover from ` 9182.43 Lacs in the previous year to ` 12541.36 Lacs in FY 2012-13. This is the highest turnover recorded by the Company achieving a milestone of 100 Crores in the current year.

The revenues (net of excise) for FY 2012-13 of `11312.41 Lacs as against previous years ` 8275.81 Lacs grew by 36.70% over last year due to strong growth in volumes across products, markets and range of fabrics offered by the Company. The Profit Before Tax and Profit After Tax were ` 480.86 Lacs and `369.70 Lacs, showing a growth of 2.3% & 5.7% respectively.

BUSINESS OVERVIEW

FY 2012-13 was a challenging year for the economy, both globally and in India. The world economy grew by a mere 3.1% in 2012 as compared to 3.9% in the previous year. The domestic situation in India was influenced by these global trends and the ripple effect of a global slowdown was felt. After years of strong positive growth, the Indian economy slowed down to a GDP of 5% from 6.5% in the previous year.

The automotive textile industry is highly dependent on the growth of the Automobile Industry and the sluggish growth of automobile industry suppreses the growth of auto textile industry. AUNDE India is also highly dependent upon the OEM''s demand for the seat fabric manufactured by the Company. The demand for passenger vehicles was affected mainly by weak sentiments, high cost of ownership, high interest rates, fuel prices and reduction in discretionary spends. Overall growth in Domestic passenger vehicle industry was flat in FY 2012-13.

Aunde India has continued on its growth path by achieving a milestone turnover of Rs. 125 Crores recording a highest growth of 36.58%. Company''s exports of Rs. 16.50 Crores have contributed to boost sales. Going forward, company is hoping to get ample exports orders in current year. The company is determined to maintain its turnover this year as well. The Company''s efforts will be aiming towards maintaining its market share of 40% by offering range of automotive fabrics and to be competitive in the domestic market. The exports are growing slower due to global slowdown, however, the company is hoping that once the global markets will start gearing up, the company is very confident that it will be able to locate new end users through AUNDE Global Group and expand its exports market as well.

DIVIDEND

In order to conserve resources for strengthening the on-going capex, your Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

Your Company has not accepted any deposits from public in terms of the Companies (Acceptance of Deposits) Rules, 1975, and no amount of principal or interest was outstanding on the date of the Balance Sheet.

DIRECTORS

The Board of Directors has appointed Mr. Salim Govani as an Additional Director of the Company w.e.f. 15.09.2013. As Additional Director Mr. Salim Govani hold office till the date of the forthcoming Annual General Meeting of the Company. Mr. Salim Govani is a graduate and having expertise in marketing & financial investments.

Mr. R. J. Avadhani who was appointed as Director of the Company w.e.f. 9.11.2009, resigned from the Board of Director of the Company w.e.f. 7th June 2013. The Board wishes to place on record its appreciation for the contribution made by Mr. R. J. Avadhani and wishes him the best for his future endeavors.

Mr. Rolf Konigs, Director of the Company retires by rotation at the ensuing Annual General Meeting pursuant to the provisions the Companies Act, 1956 and Articles of Association of the Company and being eligible offers himself for re-appointment.

AUDITORS

M/s. Majibail & Company, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for reappointment. The retiring Auditors have furnished a Certificate of their eligibility for re- appointment under section 224(1B) of the Companies Act, 1956, and have indicated their willingness to` continue. Members are requested to appoint the auditors and fix their remuneration.

PARTICULARS OF EMPLOYEES

There are no employees drawing salary as required to be mentioned under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

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

Details of energy conservation and research and development activities undertaken by the Company alongwith the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as an Annexure to the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

(ii) the Company has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of affairs of the Company at the end of the accounting year and of the profit or loss of the Company for that period;

(iii) the Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) these Accounts have been prepared on a “ going concern basis".

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company''s auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Annual Report.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and continued support.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, buyers, vendors and others associated with the Company. The Directors also take this opportunity to thank all investors/stakeholders, Banks, Government and Regulatory Authorities for their continued support

For and on behalf of the Board

For AUNDE India Limited

Place: Mumbai

Date : 21.10.2013 (Ajay Anand)

Chairman & Managing Director


Jun 30, 2012

To the Members

The Directors are pleased to present the 15th Annual Report on the working of the Company, together with the Audited Accounts for the year ended 30th June 2012.

HIGHLIGHTS: -

FINANCIALS

(Rs. in Lacs)

Particulars For the year ended For the year ended 30th June 2012 30th June 2011

Sales 9182.43 7710.28

Profit before tax, depreciation & amortization, finance costs and exceptional items 1556.39 1287.69

Less: Depreciation & amortization expenses 391.88 338.48

Finance cost 693.31 545.93

Profit before tax 471.19 403.27

Less: Current Tax 97.12 81.10

Deferred Tax 24.16 -

Profit/ (Loss) After Tax 349.91 322.17

OPERATING RESULTS & PROFITS

The Company witnessed a growth of 19% during the year, as the automotive industry showed moderate growth of 7.2% in FY2012. The Company's domestic sales grew by 16% to Rs. 9010.03 Lacs and exports grew by 3% to Rs. 172.30 Lacs. The Company has earned a Profit before tax, depreciation & amortization, finance cost and exceptional items of Rs.1556.39 Lacs as compared to Rs. 1287.69 in the previous year. The Company earned net profit of Rs.349.91 Lacs as compared to net profit of Rs. 322.17 Lacs during the previous year.

The auto sector reported a robust growth rate of 26 percent in the last two years (2010-2012). However, the sector has shown a sluggish growth of 7.2% percent in 2012. The trend is likely to stay in FY 2013, citing a high ownership costs and slow rural income growth, with easing of interest rates expected in the last quarter of the current fiscal the demand is expected to get a fillip. However, the rising incomes, improved affordability and untapped markets present promising opportunities for automobile manufacturers in India. The sale of passenger vehicles is expected to double in the next four years and growth anticipated is higher than the growth achieved in the past 10 years.

The sluggish growth of automobile sector has affected the overall growth of the company in terms of sales and profits. However, the company has achieved a turnover of Rs. 9182.43 Lacs recording a growth of 19% during the year and export turnover of Rs. 172.30 Lacs during the year which is significant in terms of sales growth.

BUSINESS OVERVIEW

The Indian economy, which recorded a growth rate of 8.6% during FY 2010-11, started showing softening indicators in second half of FY 2010-11. This was mainly due to inflationary pressures and continued anti-inflationary monetary steps taken by Reserve Bank of India (RBI) coupled with the rising fiscal deficit of the Government. In the current year, the inflation continued to remain at higher levels. On the foreign exchange front, higher crude oil prices, lower net capital inflows and lower export growth in the last six months of the year due to worsening global economic scenario, adversely affected the Indian currency.

The automotive industry was affected by the overall macro economic factors discussed above. In particular, the demand was impacted due to higher interest rates and slowing economy. Further, sharp increases in petrol prices adversely impacted the demand for petrol vehicles.

The company which is reliant on the automotive industry expects that the positive inflow of investment by foreign automakers and favorable government support to the upcoming projects will boost sales of auto industry and in turn company's sales will have significant growth in the next year.

DIVIDEND

In order to conserve resources for strengthening the on-going project(s), your Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

Your Company has not accepted any deposits from public in terms of the Companies (Acceptance of Deposits) Rules, 1975, and no amount of principal or interest was outstanding on the date of the Balance Sheet.

DIRECTORS

Mr. Kapil Sethi, Director of the Company retires by rotation at the ensuing Annual General Meeting pursuant to the provisions the Companies Act, 1956 and Articles of Association of the Company and being eligible offers himself for re-appointment. A brief resume of the above said director is forming part of the corporate governance report.

AUDITORS

M/s. Majibail & Company, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for reappointment. The retiring Auditors have furnished a Certificate of their eligibility for re- appointment under section 224(1B) of the Companies Act, 1956, and have indicated their willingness to continue. Members are requested to appoint the auditors and fix their remuneration.

PARTICULARS OF EMPLOYEE

There are no employees drawing salary as required to be mentioned under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

Details of energy conservation and research and development activities undertaken by the Company alongwith the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as an Annexure to the Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

(ii) the Company has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of affairs of the Company at the end of the accounting year and of the profit or loss of the Company for that period;

(iii) the Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) these Accounts have been prepared on a " going concern basis".

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company's auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Annual Report.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all of the Company's employees for their enormous personal efforts as well as their collective contribution to the Company's performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

By order of the Board of Directors

For AUNDE India Limited

Place: Mumbai

Date : 15th November, 2012

(Ajay Anand)

Chairman & Managing Director


Jun 30, 2010

The Directors are pleased to present the 13th Annual Report on the working of the Company, together with the Audited Accounts for the year ended 30th June 2010.

HIGHLIGHTS FINANCIALS

Rs./Lacs

Particulars 2009-2010 2008-2009

Sales 5619.69 3736.31

Profit before taxation 218.45 5.52

Less: Provision for Taxation current 39.57 0.67

Provision for deferred Tax 31.85 44.36

Provision for Fring Benefit Tax - 2.86

Profit/(Loss) After Taxation 147.03 (42.32)

Balance brought forward from Previous Year 146.76 189.14

Profit available for appropriation 293.79 146.82

Less: Transfer to General Reserve 125.00 -

Balance carried over to the next year 168.79 146.76

BUSINESS OVERVIEW

During the year under review, the Company achieved a total turnover of Rs. 5619.69 Lacs as compared to Rs. 3736.31 Lacs in 2008-09, registering a growth of 50% YoY. The Company has earned a profit before tax of Rs. 218.45 Lacs as compared to Rs. 5.52 in the year 2008-2009. During the year under review, the Company earned a profit of Rs. 147.03 Lacs as compared to a loss of Rs. 42.32 Lacs in the previous year 2008-09.

During the year the company has grown immensely in terms of sales and profitability due to the growth of automobile industry. The robust growth of Indian automotive sector has facilitated AUNDE to boost its sales during the year and to have remarkable profits. Being part of AUNDE Global Group has enormously helped the Company to become a global player. The Company now has tie ups with AUNDE Italy and AUNDE Brazil for manufacturing of auto fabrics to cater international markets, with innovative designer fabrics and quality products. Thus, AUNDE India is expecting higher sales turnover in the current and coming years as well.

FUTURE OUTLOOK

The Indian automotive industry in now integrating into a global automotive supply chain and global automotive companies are looking at India not only for its promising consumer market but as also an efficient supplier base. New technologies in the production process are constantly being introduced, and processes in the sales and service are being evolved to meet the demands of the ever-changing market.

AUNDE India is setting up expansion projects in manufacture of knitted fabrics by allocating and investing of Rs. 25 million for manufacturing textrim, textab and warp knitted fabric. AUNDE India is in the process of technological up-gradation of its installed machineries and equipments so as to adapt the technological changes of auto textile industry especially of global markets. Being part of AUNDE Global Group, the company is confident of leaveraging the major market share in auto textile segment.

DIVIDEND

In order to conserve resources for strengthening the on-going project(s), your Directors do not recommend any dividend for the year under review.

NAMECHANGE

In order to reflect the identity of the Company as part of AUNDE Global Group, the Company has changed its name from AUNDE Faze Three Limited to AUNDE India Limited at the Ex-ordinary General Meeting held on 15th September 2010. The Company has received the Fresh Certificate of Change of Name of the Company to AUNDE India Limited from Registrar of Companies, Gujarat, and the name change has been effected from 8th October 2010.

FIXED DEPOSITS

Your Company has not accepted any deposits from public in terms of the Companies (Acceptance of Deposits) Rules, 1975, and no amount of principal or interest was outstanding on the date of the Balance Sheet.

DIRECTORS

Mr. Rolf Konigs, Director of the Company retires by rotation at the ensuing Annual General Meeting pursuant to the provisions the Companies Act, 1956 and Articles of Association of the Company and is eligible for re- appointment.

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

Details of energy conservation and research and development activities undertaken by the Company alongwith the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as an Annexure to the Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

(ii) the Company has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) the Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) these Accounts have been prepared on a" going concern basis".

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Companys auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, form part of this Annual Report.

AUDITORS

M/s Majibail & Company, Chartered Accountants, who are the Statutory Auditors of the Company hold office until the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Accounting Year 2010-11. M/s Majibail & Company have, under Section 224(1 B) of the Companies Act, 1956 furnished the certificate of their eligibility for re-appointment.

ACKNOWLEDGEMENT

The Directors place on record their appreciation of the continued support extended by the Companys clients, business associates, supplier partners, bankers and investors during the year. The Directors also place on record their appreciation of the dedication and contributions made by the employees at all levels, who through their competence, hard work and support have enabled the Company to achieve growth and improved performance. The Directors look forward to their continued support in the future as well.

For and on behalf of the Board

Place: Mumbai Date: 19th November 2010 Ajay Anand Managing Director


Jun 30, 2009

The Directors present the 12th Annual Report on the working of the Company, together with the Audited Accounts for the year ended 30thJune 2009.

HIGHLIGHTS

FINANCIALS

Rs./Lacs

2008-2009 2007-2008

Sales 3736.31 4504.16

Profit before taxation 5.52 283.42

Less: Provision for Taxation current 3.48 32.11

Provision for deferred Tax 44.36 74.44

Profit /(Loss) After Taxation (42.32) 176.86

Balance brought forward from Previous Year 189.14 312.27

Profit available for appropriation 146.82 489.14

Less: Transfer to General Reserve - 300.00

Balance carried over to the next year 146.76 189.15

BUSINESS OVERVIEW

During the year under review, the Company accounted a total turnover of Rs. 3736.31 Lacs as compared to Rs. 4504.16 Lacs in 2007-08. The Company has earned a profit before tax of Rs. 5.52 Lacs as compared to Rs.283.42 in the year 2007-2008. During the year under review the Company suffered a loss of Rs.42.32 Lacs.

The global recessionary impact affected the domestic demand for the cars in the previous year. The steep rise in finance cost and cheaper imports from China and other Asian counties, the auto and the auto textile industries were adversely affected in turn reducing the profitability of the Company. Besides the rise in raw material, other input costs and operating costs have also affected the profitability of the Company.

FUTURE OUTLOOK

With economy gearing up which is having a positive impact on the automotive industry, the company is looking forward for healthy growth in the sales in auto textiles in the current fiscal year. The Company is in the process of launching new bands and products to add up by 2010 in the Car, Jeep, Van and Bus seat covers segments. AFTL is applying its resources to acquire best of technology, design and quality by tie-ups with Aunde Group Global. The AUNDE Group Global has in-house design developers and product engineers. Tie up with group will be advantageous to the Company for producing quality products with innovative designs.

DIVIDEND

In view of the losses for the year, the Board of Directors does not recommend any dividend during the year under review.

FIXED DEPOSITS

Your Company has not accepted any deposits from public in terms of the Companies (Acceptance of Deposits) Rules, 1975, and no amount of principal or interest was outstanding on the date of the Balance Sheet

DIRECTORS

Mr. Kapil Sethi, Director of the Company retires by rotation at the ensuing Annual General Meeting pursuant to the provisions the Companies Act, 1956 and Articles of Association of the Company and is eligible for re- appointment Mr. R. J. Avadhani, who was appointed as additional director of the Company on 09.11.2009, holds the office as Director up to the date of ensuing Annual General Meeting and a Notice under Section 257 of the Companies Act, 1956 has been received from a member proposing the appointment as a Director of the Company.

Mr. G. G. Prabhu, Non-executive independent Director, resigned from the Board w.e.f. 30.09.2009. The Board would like to place on record its appreciation for the valuable contribution made by Mr. G. G. Prabhu during his tenure as director of the Company.

PARTICULARS OF EMPLOYEES

There are no employees drawing salary as required to be mentioned under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

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

Details of energy conservation and research and development activities undertaken by the Company alongwith the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as an Annexure to the DirectorsReport.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

(ii) the Company has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) the Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) these Accounts have been prepared on a " going concern basis".

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Companys Auditors confirming the compliance of conditions on Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges, form part of this Annual Report.

AUDITORS

M/s Majibail & Company, Chartered Accountants, who are the Statutory Auditors of the Company hold office until the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the fiscal year 2009-10. M/s Majibail & Company have, under Section 224(1 B) of the Companies Act, 1956 furnished the certificate of their eligibility for re-appointment

ACKNOWLEDGEMENT

The Directors gratefully acknowledge the valuable guidance and support extended by the Bankers and Financial Institutions.

The employees of the Company have continued to display their total commitment towards the pursuit of excellence. The Directors wish to convey their appreciation to all of the Companys employees for their enormous personal efforts as well as their collective contribution to the Companys performance.

The Directors are also thankful to the shareholders for their faith and continued support in the endeavors of the Company.

For and on behalf of the Board

Place: Mumbai Date: 27th November 2009

Ajay Anand Managing Director

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