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Directors Report of Autolite (India) Ltd.

Mar 31, 2018

BOARD REPORT

To,

The Members,

Autolite (India) Limited,

Jaipur

Your directors have pleasure in presenting the 41st Annual Report together with the Audited statement of accounts of Autolite (India) Limited for the year ended March 31, 2018.

1.FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)

Particulars	Consolidated		Standalone
Particulars	31.03.2018	31.03.2017	31.03.2018	31.03.2017
Net Sales including Excise Duty	12781.74	12337.99	12759.95	12298.03
Total income after Excise Duty	12628.46	11489.00	12606.67	11449.04
Total Expense other than Interest, Depreciation & Tax	11939.62	11473.72	11914.37	11433.08
Profit for the year [PBIDT] (Before Interest, Tax, Depreciation)	842.11	864.27	845.58	864.95
Financial Expenses	484.18	503.15	484.16	503.08
Cash Profit/(Loss)	357.93	361.12	361.42	361.87
Depreciation	320.93	294.92	320.93	294.92
Net Profit/Loss before Tax and Extra Ordinary Items	37.00	66.20	40.49	66.95
Provisions for Tax and Deferred Tax	8.18	5.94	8.18	5.94
Extra Ordinary Gains/(Expenses)	0.00	0.00	0.00	0.00
Net Profit/(Loss) After Extra Ordinary Items	45.18	60.26	48.67	61.01
Other Comprehensive Income	27.93	(0.83)	27.93	(0.83)
Net Profit/ (Loss) after Comprehensive Income	73.11	59.43	76.60	60.18

NOTE: The consolidate figures comprises of Autolite (India) Limited, Jaipur and Autopal Inc. USA which is Wholly Owned Foreign Subsidiary Company.

2. STATE OF COMPANY''S AFFAIRS:

During the year under review, the Company reported Consolidated Gross Annual Turnover of Rs. 12781.74 Lakhs as against Rs. 12337.99 Lakhs in financial year 2016-17 thus registering a marginal growth of 1.04%. However, export sales had been dipped from Rs. 2754.39 Lakh to Rs. 2100.91 Lakhs due to political unrest in many countries resulting in the decline in export sales. Further, there was growth in the Consolidated Net Profit of Rs. 73.11 Lakhs in the year 2017-18 as against Rs. 59.43 Lakhs earned in the year 2016-17 due to the impact of other comprehensive income.

3. RECOMMENDATION OF DIVIDEND:

In order to conserve and plough back the resources, your directors have not recommended any dividend for the year on equity shares of the Company.

4. DIRECTORS'' AND KEY MANAGERIAL PERSONNEL:

Mr. Suraj Prakash Batra (DIN: 07513320) Independent Director and Chairman of Audit Committee ceased to be the Director in view of the applicability of Section 164(2)(a) of the Companies Act, 2013 on him as he is a director in a Company that has failed to file financial statements or annual return for any continuous period of three financial years. The Directors took note of the same and filed necessary form with Registrar of Companies.

Apart from the above, there was no change in composition of Board of Directors and Key Managerial Personnel during the year under review.

The continuation of appointment of Mr. Mahipal Gupta was approved by shareholders for remaining tenure by way of special resolution through postal ballot who has attained the age of 70 years on September 13, 2017.

Further, the variation in terms of appointment of Mr. Amit Mahipal Gupta and Mr. Adarsh Mahipal Gupta was also approved by making them Directors liable to retire by rotation.

At the 41st Annual General Meeting, Mr. Amit Mahipal Gupta, Executive director is liable to retire by rotation and being eligible, offer himself for re-appointment.

During current financial year, the Board has appointed Mr. Rajeev Maheshwari (DIN: 03057607) as Additional Director w.e.f. August 14, 2018 to hold office upto the date of Annual General Meeting. The Company has received notice from member proposing his candidature for the office of Director. Further, he will be Independent director on the Board and his appointment as Independent Director is proposed for the period of five years w.e.f. August 14, 2018.

Mr. Gauri Shankar Das (DIN: 01185570) has tendered his resignation due to personal reasons as director of the Board and members and Chairman of various committees. The Board took note of the same in its meeting held on September 1, 2018. The Board appreciated the valuable contributions made by him during his tenure as director.

5. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

In line with the provision of Section 149 (7) of the Companies Act, 2013, the Board has received the declarations from the Independent Directors of the Company that they meets the criteria of Independence as prescribed under Section 149 (6) of the Companies Act, 2013 read with the Rules made thereunder.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c)of the Companies Act, 2013, the Directors 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; ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31, 2018 and of the profit 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the Directors had prepared the annual accounts on a going concern basis. v. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, vi. 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.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed Report on Management Discussion and Analysis is annexed in [Annexure- 1) /that forms part of this Board Report.

8. AUDITORS AND THEIR QUALIFICATION: i. Statutory Auditors -

At the 40th Annual General Meeting held on 29th September, 2017, the shareholders approved the ratification of appointment of M/s Madhukar Garg & Co, Chartered Accountants (Firm Registration No. 000866C) as the Statutory Auditor till the conclusion of 41st Annual General Meeting.

Further it is again proposed to ratify the appointment of M/s Madhukar Garg & Co. Chartered Accountants (Firm Registration No. 000866C) from the conclusion of 41st Annual General Meeting till the conclusion of 42nd Annual Meeting at such remuneration as may be decided mutually by the Auditors and the Board of directors. The Audit Report given by M/s Madhukar Garg and Company, Chartered Accountants hereunder is forming part of the Annual Report.

Explanation by the Board on qualifications made by Statutory Auditor:

Auditor qualification no: (i)

No impact was taken in the books for deferred tax assets/liabilities

Management reply to Auditor''s Qualification:

Regarding the observations made by Auditors for the Ind AS -12 (Accounting for Taxes on Income), we comment that the Company is paying its tax liability calculated as per the provisions of MAT under Section 115JB of Income Tax Act, 1961. The deferred tax assets and liabilities arises on account of timing difference of some of the items which has been mentioned in the Income Tax Act and are notional items which do not have any bearing on the profitability of the Company. Therefore, its impact is taken in the books of accounts it will not have any bearing on any profitability of the Company. Further, there is no convincing evidence of virtual certainty of realization of deferred tax asset arising out of timing difference.

Auditor qualification no: (ii)

The Company has credited Rs.308.68 Lakhs in earlier years for export incentives in Profit & Loss Account on estimated basis. The concerned department is examining the claim filed by the Company. The Company is in the process to provide desired information. Further, no payment has been received upto 31.03.2018 against export incentives so credited

Management reply to Auditor''s Qualification:

The Company has recognized export incentive receivable on accrual basis as per prevailing provisions of the export incentive schemes announced by the Government of India for export promotion. The Company has availed export claim in the year 2017-18 pertaining to the same year from the Government. For balance amount claim of Rs. 308.68 Lakhs which is relating to financial year 1998-99 and 2006-08, necessary hearing is held and the Company is in process of providing various documents, clarifications and explanations as required by Government Authorities and Company hopes to get the above claim settled with the Government Authorities very soon.

Auditor qualification no: (iii)

The Company has not provided against Non-Recoverable/Unadjusted Advances and Trade Receivables for Rs. 313.64 Lakhs. These advances and Trade receivables are recoverable in cash or kind or value to be received. However, no adjustment has been made in books of accounts.

Management reply to Auditor''s Qualification:

The advances were given to some of the parties against the supplies of goods or services and Trade receivables amounting to Rs. 313.64 Lakhs as mentioned above. The Company is in process of recovering the advance given and also trade receivables. However, due to some dispute and account reconciliation, the same could not be recovered/adjusted in the current year in the books of accounts of the Company. Company hopes to settle the account in the financial year2018-19 for recovery/adjustment.

Auditor qualification no: (iv)

No impact of expected credit loss has been taken in books of the Company as required in Ind AS -109

Management reply to Auditor''s Qualification:

Management perceives insignificant credit loss and as such no financial impact is considered in books of accounts of the Company.

Auditor qualification no: (v) Emphasis of Matter

The Company is in process to prepare Return and reconciliation for goods and service tax for the financial year 2017-18. In the absence of sufficient details and information, we are unable to determine the correct liabilities of tax, interest and penalty, accordingly we are unable to comment on the impact of related liability included in these standalone Ind AS financial statements.

Management reply to Auditor''s Qualification:

The Company is in process of reconciliation of GST liabilities provided in the books of accounts.

ii. Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s JPS & Associates, Company Secretaries (C.P. No.5161) as the Secretarial Auditor of the Company in its meeting held on May 30, 2017 for the Financial Year 2017-18. The Secretarial Audit Report is annexed in [Annexure-2] forming part of the Board Report.

Explanation by the Board on qualifications made by Secretarial Auditor:

Secretarial Auditor qualification no: 1 &2

1 There were instances of late deposit of statutory dues under various statutes.

2. There were instances of late filing of various forms and returns under various enactments.

Management reply to Secretarial Auditor''s Qualification No 1 & 2:

There has been delay in depositing statutory dues with appropriate authorities during the period under review due to liquidity problems. In view of the late deposition of statutory dues, there was delay in filing returns with appropriate authorities.

Secretarial Auditor qualification no: 3

Non compliance of Secretarial standards at various occasions

Management reply to Secretarial Auditor''s Qualification No 3

The Company has complied with Secretarial Standards on regular basis. However, on some occasions, there were instances of lapse which will be taken care of in future.

Secretarial Auditor qualification no: 4

Non- Compliance u/s 185 of the Companies Act, 2013

Management reply to Secretarial Auditor''s Qualification No 4:

The recovery process is under progress from the parties covered under Section 185 of the Companies Act, 2013 and the parties are in regular business with the Company and as such management is confident to recover the amount in due course of time.

Secretarial Auditor qualification no: 5

The Company has not applied for approval of Central Government for re-appointment of Managing Director and Whole-time directors as per the provisions of Section 196,197 and Schedule V of the Companies Act, 2013

Management reply to Secretarial Auditor''s Qualification No 5:

The Company is under the process of applying to the Central Government for re-appointment of Managing Director and Whole-time directors as per the provisions of Section 196, 197 and Schedule V of the Companies Act, 2013. Necessary facts, figures and documents are being compiled for the above said purpose.

Mi. Cost Auditor-

Pursuant to the provision of Section 148 of the Companies Act, 2013 M/s PRJ & Associates, Cost Accountants, (Firm Registration Number: 101998) was appointed as the Cost Auditors of the Company to carry out an audit of Cost Accounting Records of the Company for the financial year 2017-18. The due date for filing the Cost Audit Report for the financial year 2017-18 with the Ministry of Corporate Affairs (MCA) is 180 days from the end of Company''s financial year i.e. 27th September, 2018. Further, the Board of Directors has appointed M/s PRJ & Associates, Cost Accountants, as Cost Auditors of the Company for the financial year 2018-19. Your directors have proposed the ratification of remuneration by the members payable to PRJ & Associates, Cost Accountants (Firm Registration Number: 101998).

9. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 for the financial year 2017-18 as per Provisions of Section 92 (3) Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed in [Annexure-3] forming part of the Board Report.

10. BOARD AND COMMITTEE:

The Board of Directors met Eight (8) times, 15-05-2017, 30-05-2017, 14-06-2017, 29-08-2017, 14-09-2017, 14-12-2017, 14-02-2018, 19-03-2018 during the Financial Year 2017-18, the details of which are given in the Corporate Governance Report annexed (fAnnexure-4] that forms part of this Board Report. The intervening gap between the meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors have delegated their powers in compliance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the following committees of the Board.

i. Audit Committee

ii. Nomination & Remuneration Committee.

iii. Stakeholders ''Relationship Committee.

iv. Share Transfer Committee.

The details of the above mentioned committees are given in the Corporate Governance Report annexed in [Annexure-4] that forms part of this Board Report.

11. RESERVES & SURPLUS:

Inter-alia with the provisions of Section 134(3)(j) of the Companies Act, 2013, the Company has not transferred any amount out of the profits to the Reserves of the Company. The detailed bifurcation of the Reserve & Surplus account is mentioned in [Note- 4] of the Notes of the Financial Statement that forms part of this Annual Report.

12. LOAN, GUARANTEE OR INVESTMENT:

The particulars of Loans, Guarantees or investment made under the provision of Section 186 of the Companies Act, 2013 are given in the Financial Statements that forms part of this Annual Report.

13. RELATED PARTY TRANSACTIONS:

The Audit Committee reviews the policy from time to time and also reviews all the Related Party Transactions, to ensure that the same are in line with the provisions of Law and Policy. The Committee approves the Related Party Transactions and wherever it is not possible to estimate the value, approves limit for financial year, based on best estimates. None of the transactions approved in the financial year breached Arm''s length and ordinary course criteria and those are within materiality threshold. All the Related Party Transactions entered during the year were in ordinary course of the Business and done on Arm''s Length basis.

No Material Related Party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. In conformity with the requirements of the Companies Act, 2013 read with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the policy to deal with Related Party Transactions was formulated which is also available on Company''s website at www.autopal.com.

14. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub Section (12) of Section 143 during the year under review.

15. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION:

In terms of sub Section (3) of Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities and Exchange Board of India (Listing Obligation and Disclosures Requirement), Regulations, 2015, the policy pertaining to Director''s Appointment and Remuneration is enumerated by the Company and the details are given in the Corporate Governance Report annexed in [Annexure- 4] that forms part of this Board Report.

16. ANNUAL EVALUATION OF THE BOARD''S PERFORMANCE:

In terms of clause (p) of sub Section (3) of Section 134 of the Companies Act, 2013 and as per the policy framed and approved by the Board of Directors of the Company in line with the terms of Regulation 19 of the SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015, the annual evaluation of the Independent Director''s, Board of Director''s and its Committees are given in the Corporate Governance Report annexed in [Annexure- 4] that forms part of this Board Report.

17. CORPORATE SOCIAL RESPONSIBILITY:

In terms of clause (o) of sub Section (3) of Section 134 of the Companies Act, 2013 every Company is required to detail the expenditure made as Corporate Social Responsibility, but as per Section 135 of the Companies Act, 2013 the provisions mentioned thereto doesn''t apply on the Company.

18. CHANGE IN THE NATURE OF BUSINESS;

The Company is engaged in Production of Automotive Head Lamps and Halogen Bulbs. The Company has started commercial production of E-vehicles during the year under review.

19. BUSINESS RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The main identified risks at the Company are commercial risks, legal & regulatory risk. Your Company has established a comprehensive risk management policy to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the Board of Directors is implemented by the Company management.

Your Company maintains an adequate and effective Internal Control System commensurate with its size and complexity. Internal control systems provide, among other things, a reasonable assurance that transactions are executed with Management authorisation and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safe-guarded against significant misuse or loss. An independent Internal Audit function is an important element of your Company''s internal control system. The internal control system is supplemented through an extensive internal audit programme and periodic review by Management and Audit Committee.

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 weaknesses in the design or operation were observed.

20. MATERIAL CHANGES AND COMMITMENT AFFECTING COMPANY''S BUSINESS:

Except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

21. COMPANIES CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE:

During the year under review, the Company is having a wholly owned subsidiary in USA by name Autopal INC. USA. The AOC-1 as prescribed under Section 134 of the Companies Act, 2013 is annexed in [Annexure-7] forming part of this Board Report. The Company was having one Indian associate private Company which has ceased to continue as its associate Company.

22. SIGNIFICANT OR MATERIAL OREDRS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S FUTURE OPERATIONS:

There is no significant or material order passed during the year by any regulators, courts or tribunals impacting the going concern status of the Company or its future operations.

23. SEXUAL HARRASMENT:

The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

24. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE''S REMUNERATION:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in [Annexure- 8] that forms part of this Board Report.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. As per the provisions of Section 136 of the Act, the Report and Accounts are being sent to the shareholders of the Company and others entitled thereto.

25. DEPOSITS:

There was no deposit at the beginning of the financial year. Further, your Company has not accepted any fixed deposits under Chapter V of Companies Act, 2013, during this financial year and as such, no amount on account of principal or interest on deposits from public was outstanding as on 31st March, 2018. Since, there were no deposits outstanding or accepted during the year, the provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 are not applicable to the Company.

26. PAYMENT TO NON-EXECUTIVE/INDEPENDENT DIRECTORS:

The non-executive/independent Directors are paid remuneration by way of sitting fees in addition to any expenses incurred for attending the meeting of the Board or the Committee. The non-executive/independent directors are paid sitting fees for each meeting of Board or Committee of Directors attended by them. The total amount of sitting fees paid during the Financial Year 2017-18 was Rs. 2.54 Lacs. The Non-executive/independent Directors do not have any material pecuniary relationship or transaction with the Company.

Details of remuneration paid to the Non-Executive/independent Director:- (Rs. Lakhs)

Name of the Director	Sitting Fees for the year ended March 31, 2018	Reimbursement of the expenses incurred for the year ended March 31, 2018	No. of shares held as on March 31, 2018
Mr. Gauri Shankar Das	0.80	0.00
Mr. Rajendra Singh Mehta	0.59	0.00
Mr. Kuldeep Kumar Gupta	0.59	0.00	Nil
Mr. Sooraj Prakash Batra *	0.35	0.13
Mrs. Madhu Choudhary	0.21	0.00
Total	2.54	0.13

* Ceased to be director in view of applicability of Section 164(2) of the Companies Act. 2013.

27. CORPORATE GOVERNANCE REPORT:

Your Company has put in place Corporate Governance practices. The Corporate Governance Report as annexed in [Annexure-4] and the Auditors'' Certificate regarding compliance of conditions of Corporate Governance is annexed in [Annexure-6] that forms part of this Board Report.

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

Information required under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended 31st March, 2018 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in [Annexure-9] that forms part of this Board Report.

29. VIGIL MECHANISM:

The Company has implemented Whistle Blower Policy. All employees of the Company have access to the Chairman of the Audit Committee in case they want to report any concern. The Policy on Vigil Mechanism and Whistle Blower Policy is discussed in the Corporate Governance Report annexed in [Annexure-4] that forms part of this Board Report.

30. In accordance with Listing Regulations executed with the BSE Limited and the National Stock Exchange of India Limited, I, Mahi Pal Gupta in my capacity as the Chairman & Managing Director of the Company hereby confirm that all members of the Board of Directors and Senior Management Personnel of the Company have affirmed their compliance for the financial year 2017-18 with the Company''s Code of Conduct.

31. CEO/CFO CERTIFICATION

In accordance with Listing Regulations executed with the BSE Limited and the National Stock Exchange of India Limited, the compliance certificate duly signed by Chief Executive Officer (CEO) and Chief Financial Officer (CFO) for the financial year 2017-18 is annexed in [Annexure-5] that forms part of this Board Report.

32. GENERAL DISCLOSURES:

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:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme. The Company has not resorted to any Buy Back of its shares during the year under review.

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

ANNEXURES:

The lists of Annexures forming part of the Board Report are as follows:

Name of the Annexure	Annexure No.
Management Discussion and Analysis Report	Annexure - 1
Secretarial Auditor Report	Annexure - 2
Extract of Annual Return (MGT-9)	Annexure - 3
Corporate Governance Report	Annexure - 4
CEO/CFO Compliance Certificate	Annexure - 5
Compliance Certificate Regarding Compliance of	Annexure - 6
Conditions of Corporate Governance from Statutory
Auditors
Statement containing salient features of Subsidiary of	Annexure - 7
the Company (AOC-1)
Ratio of the remuneration of each director to the	Annexure - 8
median employee''s remuneration
Conservation of Energy, Technology Absorption and	Annexure - 9
Foreign Exchange Earnings and Outgo

APPRECIATION:

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuousimprovement in all functions and areas as well as the efficient utilisation of the Company''s resources for sustainable and profitablegrowth.

The Directors would like to express their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. Further, your Directors would like to thank for the co-operation received from the Bankers, Central and State Government, Clients, Vendors and look forward for their continued support in future.

Your Directors look forward to the long term future with confidence.

	BY ORDER OF THE BOARD
	Sdl-
	(MAHIPAL GUPTA)
DATE : 01st September, 2018	CHAIRMAN & MANAGING DIRECTOR
PLACE: JAIPUR	DIN: 00057619

Mar 31, 2016

To,

The Members,

Autolite (India) Limited,

Jaipur

The directors have pleasure in presenting the 39^th Annual Report together with the Audited statement of accounts of Autolite (India) Limited for the year ended March 31, 2016.

1. FINANCIAL HIGHLIGHTS: (Rs. In Lakhs)

Particulars	Consolidated		Standalone
Particulars	31.03.2016	31.03.2015	31.03.2016	31.03.2015
Net Sales including Excise Duty	13502.70	12874.1 0	13476.48	12834.48
Total income after Excise Duty	12875.04	12313.18	12848.82	12274.85
Total Expense other than Interest, Depreciation & Tax	11860.70	11555.53	11834.59	11518.14
Profit for the year [PBIDT] (Before Interest, Tax, Depreciation)	1014.34	757.65	1014.23	756.71
Financial Expenses	636.25	500.20	636.16	500.20
Cash Profit/(Loss)	378.09	257.45	378.07	256.51
Depreciation	234.10	203.76	234.10	203.76
Net Profit/Loss before Tax and Extra Ordinary Items	143.99	53.69	143.97	52.75
Provisions for Ta x	83.40	17.80	83.00	17.42
Extra Ordinary Gains/(Expenses)	0.00	0.00	0.00	0.00
Net Profit/(Loss) After Extra Ordinary Items	60.59	35.89	60.97	35.33

NOTE: The consolidate figures comprises of Autolite (India) Limited, Jaipur and Autopal Inc. USA which is Wholly Owned Foreign Subsidiary Company.

2. STATE OF COMPANY''S AFFAIRS:

In the year 2015-16, Indian Automotive Component Industry had witnessed marginal growth but it is expected enough opportunities in the financial year 2016-17 as economic survey for 2016-17 gives a bright picture of Indian economy. The economic survey indicates India''s highest economic growth in the world. During the year under review, the Company reported

Consolidated Gross Annual Turnover of Rs. 13502.70 Lakhs as against Rs. 12874.10 Lakhs in financial year 2014-15 and earned Consolidated Net Profit of Rs. 60.59 Lakhs in the year 2015-16 as against Rs. 35.89 Lakhs earned in the year 2014-15. With the expected growth in Automobile Industry, your Directors foresee substantial growth in Automotive domestic market and OEMs which will push the growth of Automotive

Component industry.

3. RECOMMENDATION OF DIVIDEND:

In order to conserve and plough back the resources, your directors have not recommended any dividend for the year on equity shares of the Company.

4. DIRECTORS'' AND KEY MANAGERIAL PERSONNEL:

Mrs. Madhu Choudhary (DIN: 01768000) was appointed as an Additional Director by the Board of Directors in their meeting held on February 14, 2015. According to the agreed terms of her appointment inter alia as per the provisions of the Companies Act, 2013, her tenure expired at the 38^th Annual General Meeting of the Company held on September 29, 2015. Further, with the proposal of her candidature for the appointment as Director of the Company made by the member of the Company and she was appointed as the Independent Director of the Company in the 38^th Annual General Meeting of the Company for a term of five (5) consecutive years.

At the 38^th Annual General Meeting of the Company, Mr. Mahi Pal Gupta Chairman & Managing Director, Mr Amit Mahipal Gupta Whole-time Director and Mr. Adarsh Mahipal Gupta Whole-time Director were also reappointed for a fixed term of five (5) years.

5. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors 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;

ii. the Directors have selected such

accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31, 2016 and of the profit 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the annual accounts on a going concern basis.

v. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. 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.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed Report on Management Discussion and Analysis is annexed in [Annexure- 1] that forms part of this Board Report.

8. AUDITORS AND THEIR QUALIFICATION:

i. Statutory Auditors -

M/s H.C. Garg and Company, Chartered Accountants (Firm Registration No. 000152C) were appointed as the Statutory Auditor of the Company for the consecutive term of three (3) years viz., from the conclusion of 37^th Annual General Meeting of the Company till the conclusion of 40^th Annual General Meeting of the Company, subject to ratification by the members of the Company at every Annual General meeting of the Company.

The members of the Company ratified the appointment of M/s H.C. Garg and Company, Chartered Accountants (Firm Registration No. 000152C) to hold its office till the conclusion of 39^th Annual General Meeting of the Company in its meeting held on September 29, 2015, but due to some preoccupancy M/s H.C. Garg and Company, Chartered Accountants (Firm Registration No. 000152C), resigned from the office of Statutory Auditor vide resignation letter dated August 24, 2016. The Board after discussion accepted the resignation placed by the Statutory Auditor in their meeting held on August 31, 2016.

To fill the casual vacancy of the Auditor the Board of Directors of the Company has appointed M/s Madhukar Garg and Co., Chartered Accountants (Firm Registration No. 000866C) as the Statutory Auditor of the Company in its meeting held on August 31, 2016 till the conclusion of 39^th Annual General Meeting of the Company. Further, the Board recommends to the shareholders for the appointment of M/s Madhukar Garg & Co, Chartered Accountants (Firm Registration No. 000866C) as the Statutory Auditor of the Company for a term of five (5) consecutive years commencing from the conclusion of 39^th Annual General Meeting till the conclusion of 44^th Annual General Meeting of the Company.

The Audit Report given by M/s H.C. Garg and Company, Chartered Accountants hereunder is forming part of the Annual Report.

Explanation by the Board on qualifications made by Statutory Auditor:

Auditor qualification no: 1

The Company has credited Rs.308.68 Lakhs in earlier years for export incentives in Profit & Loss Account on estimated basis. The concerned department has not accepted the claim. The Company is in the process to provide desired information. Further, no payment has been received upto 31.03.2016 against export incentives so credited.

Management reply to Auditor''s Qualification:

The Company has recognized export incentive receivable on accrual basis as per prevailing provisions of the export incentive schemes announced by the Government of India for export promotion. The Company has availed export claim in the year 2015-16 pertaining to earlier years from the Government. For balance amount claim of Rs. 308.68 Lakhs, Company is in process of providing various documents, clarifications and explanations as and when required by Government Authorities and Company hopes to get remaining claims settled with the Government Authorities very soon.

Auditor qualification no: 2

No Provision for doubtful advance against job work for Rs. 606.72 Lakhs, to a company which is registered as sick unit with Board for Industrial and Financial Reconstruction has been made in Profit and Loss Account.

Management reply to Auditor''s Qualification:

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

Auditor qualification no: 3

(i) The Company has lodged claims for development cost for Rs. 252.00 Lakhs and for dues against supplies for Rs. 3.16 Lakhs on Pal Peugeot Limited, Mumbai, before Receiver, High Court of Mumbai on 03.06.2004 under suit No. 3636 CR 1999 and further the claim was also filed before Official Liquidator, Mumbai on 23.09.2006.

As per the information received the land of Pal Peugeot Limited is disposed-off by the Receiver/Official Liquidator and amount realized is Rs.726.00 Crore and settlement of claim process will start soon.

(ii) The Company has lodged criminal suit for loss on account of Debit of Duty Free Licenses and clearing charged for Rs.62.00 Lakhs on M/s. Megha Enterprises, Mumbai.

To recover the above amount the Company has lodged an FIR before the authorities.

I n view of the above the Management on the basis of legal opinion, is of the view that Rs.90.00 Lakhs (which has been in credited in earlier years) is expected to be recovered from both the parties and accordingly considered as claim receivable, but no amount has been recovered till date.

Management reply to Auditor''s Qualification:

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

Auditor qualification no: 4

The Company has treated Deferred Revenue Expenditure for Rs199.40 Lakhs as an asset in Balance Sheet. These expenditure are related to years upto 31.03.2013. The accounting policy adopted by the Company is contrary to the treatment prescribed in AS-26 (Intangible Assets) which require such expenditure to be written off in Profit & Loss Statement in the year of incurring expenditure.

Management reply to Auditor''s Qualification:

Regarding the observations made by Auditors for the Accounting Standard AS-26 (Intangible Assets), we comment that the Company had treated new export development expenses through participation in Foreign Trade Fairs, New product development and technical knowhow as deferred revenue expenses whose benefit shall accrue to the Company over a period of time. Hence, management had treated these expenses as deferred revenue expenses which are to be amortized in subsequent five years. Now, due to change in Accounting Standard on Deferred Revenue Expenditure issued by The Institute of Chartered Accountants of India, the Deferred Revenue Expenditure are to be booked in full in the year of its incurrence of the expenditure without any carry forward for future period. Deferment of DRE is now not allowed as per change in Accounting Standard. During the year, the Company has not booked any expenditure on DRE account. However, balance of earlier years DRE for writing off remained Rs. 199.40 Lakhs which Company shall write off in the financial year 2016-17.

ii. Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s JPS & Associates, Company Secretaries (C.P. No.5161) as the Secretarial Auditor of the Company in its meeting held on August 26, 2015 for the Financial Year 2015-16. The Secretarial Audit Report is annexed in [Annexure-2 ] forming part of the Board Report.

Explanation by the Board on qualifications made by Secretarial Auditor: Secretarial Auditor qualification no: 1 & 2

1 There were instances of late deposit of statutory dues under various statutes.

2. There were instances of late filing of various forms and returns under various enactments

Management reply to Secretarial Auditor''s Qualification No 1 & 2:

Due to liquidity constraints, there has been delay in depositing statutory dues with appropriate authorities during the period under review. However, delay was not for the period exceeding six months. In view of the late deposition of statutory dues, there was delay in filing returns with appropriate authorities.

Secretarial Auditor qualification No: 3

Non- Compliance u/s 185 of the Companies Act, 2013

Management reply to Secretarial

Auditor''s Qualification No 3:

The Company is under the process of recovering the amount of advances made to the parties covered under Section 185 of the Companies Act, 2013. The parties are in regular business process as such management is confident to recover the amount in due course of time.

Secretarial Auditor qualification No: 4

The Company has not applied for approval of Central Government for

re-appointment of Managing Director and Whole-time directors as per the provisions of Section 196, 197 and Schedule V of the Companies Act, 2013

Management reply to Secretarial

Auditor''s Qualification No 4:

iii. Cost Auditor -

Pursuant to the provision of Section 148 of the Companies Act, 2013 M/s PRJ & Associates, Cost Accountants, (Firm Registration Number: 101998) was appointed as the Cost Auditors of the Company to carry out an audit of Cost Accounting Records of the Company for the financial year 2015 -16. The due date for filing the Cost Audit Report for the financial year 2015-16 with the Ministry of Corporate Affairs (MCA) is 180 days from the end of Company''s financial year i.e. 27th September, 2016.

Further, the Board of Directors has appointed M/s PRJ & Associates, Cost Accountants, as Cost Auditors of the Company for the financial year 2016 -17. Your directors have proposed the ratification of remuneration by the members payable to PRJ & Associates, Cost Accountants (Firm Registration Number: 101998).

9. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 as per Provisions of Section 92 (3) Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed in [Annexure-3 ] forming part of the Board Report.

10. BOARD AND COMMITTEE:

The Board of Directors met Eight (8) times during the Financial Year 201516, the details of which are given in the Corporate Governance Report annexed in [Annexure-4 ] that forms part of this Board Report. The intervening gap between the meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

i. Audit Committee

ii. Nomination & Remuneration Committee.

iii. Stakeholders'' Relationship Committee.

iv. Share Transfer Committee.

The details of the abovementioned committees are given in the Corporate Governance Report annexed in [Annexure-4 ] that forms part of this Board Report.

11. RESERVES & SURPLUS:

Inter-alia with the provisions of Section 134(3) (j) of the Companies Act, 2013, the Company has not transferred any amount out of the profits to the Reserves of the Company. The detailed bifurcation of the Reserve & Surplus account is mentioned in [Note- 4] of the Notes of the Financial Statement that forms part of this Annual Report.

12. LOAN. GUARANTEE OR INVESTMENT:

The particulars of Loans, Guarantees or investment made under the provision of Section 186 of the Companies Act, 2013 are given in the Financial Statements that forms part of this Annual Report.

13. RELATED PARTY TRANSACTIONS:

All the Related Party Transactions entered during the year were in ordinary course of the Business and done on Arm''s Length basis. No Material Related Party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

In conformity with the requirements of the Companies Act, 2013 read with Regulation 23 of the SEBI (Listing Obligations an d Disclosure Requirements) Regulations, 2015, the policy to deal with Related Party Transactions was formulated which is also available on Company''s website at www.autopal.com.

14. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub Section (12) of Section 143 during the year under review.

15. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION:

In terms of sub Section (3) of Section 178 of the Companies Act, 2013 read with Regulation 19 of the Stock Exchange Board of India (Listing Obligation and Disclosure s Requirement), Regulations, 2015, the policy pertaining to Director''s Appointment and Remuneration is enumerated by the Company and the details are given in the Corporate Governance Report annexed in [Annexure- 4] that forms part of this Board Report.

16. ANNUAL EVALUATION OF THE BOARD''S PERFORMANCE:

2015, the annual evaluation of the Independent Director''s, Board of Director''s and its Committees are given in the Corporate Governance Report annexed in [Annexure- 4] that forms part of this Board Report.

17. CORPORATE SOCIAL RESPONSIBILITY:

18. CHANGE IN THE NATURE OF BUSINESS :

The Company is engaged in Production of Automotive Head Lamps and Halogen Bulbs and there was no change in the nature of business during the year under review.

19. BUSINESS RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROL:

Your Company maintains an adequate and effective Internal Control System commensurate with its size and complexity. Internal control systems provide, among other things, a reasonable assurance that transactions are executed with Management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safe-guarded against significant misuse or loss. An independent Internal Audit function is an important element of your Company''s internal control system. The internal control system is supplemented through an extensive internal audit programme and periodic review by Management and Audit Committee.

20. MATERIAL CHANGES AND COMMITMENT AFFECTING COMPANY''S BUSINESS:

21. COMPANIES CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE:

During the year under review, the Company is having a wholly owned subsidiary in USA by name Autopal INC. USA. The AOC-1 as prescribed under Section 134 of the Companies Act, 2013 is annexed in [Annexure-6] forming part of this Board Report. The Company was having one Indian associate private Company which has ceased to continue as its associate Company.

22. SIGNIFICANT OR MATERIAL OREDRS PASSED BY REGULATORS. COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S FUTURE OPERATIONS:

There is no significant or material order passed during the year by any regulators, courts or tribunals impacting the going concern status of the Company or its future operations.

23. SEXUAL HARRASMENT:

24. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE''S REMUNERATION:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in [Annexure- 8] that forms part of this Board Report.

25. DEPOSITS:

There was no deposit at the beginning of the financial year. Further, your Company has not accepted any fixed deposits under Chapter V of Companies Act, 2013, during this financial year and as such, no amount on account of principal or interest on deposits from public was outstanding as on 31^st March, 2016. Since, there were no deposits outstanding or accepted during the year, the provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 are not applicable to the Company.

26. PAYMENT TO NON- EXECUTIVE / INDEPENDENT DIRECTORS:

The non-executive/independent Directors are paid remuneration by way of sitting fees in addition to any expenses incurred for attending the meeting of the Board or the Committee. The non-executive/independent directors are paid sitting fees for each meeting of Board or Committee of Directors attended by them. The total amount of sitting fees paid during the Financial Year 2015-16 was Rs. 2.80 Lakhs. The Non executive/independent Directors do not have any material pecuniary relationship or transaction with the Company.

Details of remuneration paid to the Non-Executive/independent Director

Name of the Director	Sitting Fees for the year ended March 31, 2016	Reimbursement of the expenses incurred for the year ended March 31,2016	No. of shares held as on March 31, 2016
Mr. Gauri Shankar Das	80,000.00	0.00	*Nil*
Mr. Rajendra Singh Mehta	55,000.00	0.00
Mr. Kuldeep Kumar Gupta	55,000.00	0.00
Mr. Sooraj Prakash Batra	60,000.00	33,350
Mrs. Madhu Choudhary	30,000.00	0.00
Total	2,80,000	33,350

27. CORPORATE GOVERNANCE REPORT:

Your Company has put in place Corporate Governance practices. The Corporate Governance Report as annexed in [Annexure-4 ] and the Auditors'' Certificate regarding compliance of conditions of Corporate Governance is annexed in [Annexure-6 ] that forms part of this Board Report.

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

Information required under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended 31st March, 2016 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in [Annexure-9 ] that forms part of this Board Report.

29. VIGIL MECHANISM:

30.AFFIRMATION OF COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT

In accordance with Listing Regulations executed with the BSE Limited and the National Stock Exchange of India Limited, I, Mahi Pal Gupta in my capacity as the Chairman & Managing Director of the Company hereby confirm that all members of the Board of Directors and Senior Management Personnel of the Company have affirmed their compliance for the financial year 2015-16 with the Company''s Code of Conduct.

31. CEO/ CFO CERTIFICATION

In accordance with Listing Regulations executed with the BSE Limited and the National Stock Exchange of India Limited, the compliance certificate duly signed by Chief Executive Officer (CEO) and Chief Financial Officer (CFO) is annexed in [Annexure-5 ] that forms part of this Board Report .

32. GENERAL DISCLOSURES:

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:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme. The Company has not resorted to any Buy Back of its shares during the year under review.

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

34. APPRECIATION:

33. ANNEXURES:

The lists of Annexure forming part of the Board Report are as follows:

Name of the Annexure	Annexure No.
*Management Discussion and Analysis Report*	*Annexure-1*
*Secretarial Auditor Report*	*Annexure-2*
*Extract of Annual Return (MGT-9)*	*Annexure-3*
*Corporate Governance Report*	*Annexure-4*
*CEO / CFO Compliance Certificate*	*Annexure-5*
*Compliance Certificate Regarding Compliance of Conditions of Corporate Governance from Statutory Auditors*	*Annexure-6*
*Statement containing salient features of Subsidiary of the Company (AOC-1)*	*Annexure-7*
*Ratio of the remuneration of each director to the median employee''s remuneration*	*Annexure-8*
*Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo*	*Annexure-9*

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company''s resources for sustainable and profitable growth.

The Directors would like to express their appreciation of the efficient and loyal services rendered by each and every employee, without whose wholehearted efforts, the overall satisfactory performance would not have been possible. Further, your Directors would like to thank for the co-operation received from the Bankers, Central and State Government, Clients, Vendors and look forward for their continued support in future.

Your Directors look forward to the long term future with confidence.

BY ORDER OF THE BOARD

Sd/-

(MAHIPAL GUPTA)

CHAIRMAN & MANAGING DIRECTOR

DIN: 00057619

DATE : 31^st August, 2016

PLACE: JAIPUR

Mar 31, 2014

Dear Members,

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

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2013-14 2012-13

Net Sales including Excise Duty 12167.63 12240.84

Total Income after Excise Duty 11524.79 11602.07

Total Expenses other than Interest, 10794.19 10937.24 Depreciation & Tax

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

Financial Expenses 304.60 294.20

Cash Profit/(Loss) 426.00 447.89

Depreciation 345.51 363.81

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

Provision for Tax 17.35 12.31

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

OPERATIONS

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

SECURED LOANS

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

UNSECURED LOANS

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

DIVIDEND

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

CHANGE IN CAPITAL STRUCTURE

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

the promoters and their associates.

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

AUDITORS

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

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

COST AUDITORS

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

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

REPLY TO AUDITORS'' QUALIFICATIONS

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

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

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

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

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

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

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

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

DIRECTORS

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

CORPORATE GOVERNANCE

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

PUBLIC DEPOSITS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

SUBSIDIARY COMPANY

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

TECHNOLOGY, ENERGY, FOREIGN EXCHANGE ETC.

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

PERSONNEL

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

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

ACKNOWLEDGEMENT

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

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

DIN : 00057619

Mar 31, 2013

Dear Members,

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

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2012-13 2011-12

Net Sales including Excise Duty 12318.10 12938.65

Total Income after Excise Duty 11679.33 12202.13

Total Expenses other than Interest, Depreciation & Tax 10937.24 11492.91

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

Financial Expenses 294.20 263.29

Cash Profit/(Loss) 447.89 445.93

Depreciation 363.81 375.59

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

Provision for Tax 12.31 18.91

Extra-ordinary Gains/(Expenses) 0.00 0.00

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

OPERATIONS

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

SECURED LOANS

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

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

UNSECURED LOANS

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

DIVIDEND

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

AUDITORS

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

COST AUDITORS

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

REPLY TO AUDITORS'' QUALIFICATIONS

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

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

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

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

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

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

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

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

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

DIRECTORS

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

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

CORPORATE GOVERNANCE

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

PUBLIC DEPOSITS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

SUBSIDIARY COMPANY

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

TECHNOLOGY, ENERGY, FOREIGN EXCHANGE ETC.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

PERSONNEL

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

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

ACKNOWLEDGEMENT

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

Sd/-

(MAHIPAL GUPTA)

Chairman & Managing Director

Place : Jaipur

Date : 14.08.2013

Mar 31, 2012

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

FINANCIAL RESULTS (Rs.Lacs)

Particulars 2011-12 2010-11

Net Sales including Excise Duty 12938.65 11547.78

Total Income after Excise Duty 12163.68 10880.24

Total Expenses other than Interest, Depreciation & Tax 11379.74 10130.35

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

Financial Expenses 263.29 274.99

Cash Profit/(Loss) 520.65 474.90

Depreciation 375.59 380.14

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

Provision for Tax 18.91 24.50

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

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

OPERATIONS

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

SECURED LOANS

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

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

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

DIVIDEND

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

AUDITORS

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

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

COST AUDITORS

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

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

AUDITORS' QUALIFICATIONS

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

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

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

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

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

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

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

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

DIRECTORS

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

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

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

CORPORATE GOVERNANCE

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

PUBLIC DEPOSITS

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

SUBSIDIARY COMPANY

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

TECHNOLOGY, ENERGY, FOREIGN EXCHANGE ETC.

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

PERSONNEL

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

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Sd/-

Place : Jaipur (MAHI PAL GUPTA)

Date : 14.08.2012 Chairman & Managing Director

Mar 31, 2010

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

ended on March 31,2010.

FINANCIAL RESULTS (RS. in Lacs)

Particulars 2009-10 2008-09

Net Sales including Excise Duty 9558.16 8031.55

Total Expenses other than Interest, Depreciation & Tax 8836.33 7226.75

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

Financial Expenses 272.26 323.82

Cash Profit/(Loss) 449.57 480.95

Depreciation & Misc. expenses written off 394.85 422.63

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

Provision for Tax 0.00 20.00

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

Provisions of earlier years written back 26.98 26.63

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

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

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

OPERATIONS

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

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

SECURED LOANS

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

DIVIDEND

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

AUDITORS

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

AUDITORS QUALIFICATIONS

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

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

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

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

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

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

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

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

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

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

DIRECTORS

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

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

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

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

CORPORATE GOVERNANCE

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

PUBLIC DEPOSITS

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

SUBSIDIARY COMPANY

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

TECHNOLOGY, ENERGY, FOREIGN EXCHANGE ETC.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to section 217 (1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

PERSONNEL

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

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Sd/-

Place : Jaipur (M.P. Gupta)

Date : 14.08.2010 Managing Director

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