Registrars and Share Transfer Agents · Email: [email protected] Works D-469, Road No. 9A ,Vishwakarma Industrial Area, Jaipur, 302013 E-527-529, RIICO Industrial Area, Sitapura,

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Registrars and Share Transfer AgentsM/s MCS Share Transfer Agent LimitedF- 65, Okhla Industrial Area,Phase-I, New Delhi- 110020

Registered OfficeD-469, Road No. 9A ,Vishwakarma IndustrialArea, Jaipur, 302013Phone: 0141- 2333994Email: [email protected]

WorksD-469, Road No. 9A ,Vishwakarma IndustrialArea, Jaipur, 302013

E-527-529, RIICO Industrial Area,Sitapura, Jaipur

BankersKotak Mahindra Bank LtdSardar Patel Marg,C-SchemeJaipur

Andhra BankC-Scheme, Ashok Marg,Near Telephone Exchange,Jaipur

CORPORATE INFORMATION

Board of DirectorsShri Mahipal Gupta – Chairman & Managing Director

Shri Amit Mahipal Gupta – Whole-time Director

Shri Adarsh Mahipal Gupta – Whole-time Director

Shri Rajendra Singh Mehta – Director

Shri Gouri Shankar Das – Director

Shri Sooraj Prakash Batra- Director

Shri Kuldeep Kumar Gupta- Director

Smt. Madhu Choudhary- Additional Director

Company SecretaryShri Vishal Agarwal

Statutory AuditorsM/s H.C Garg & Co.,

Chartered Accountants

3, Gangwal Park

Jaipur- 302004

Secretarial AuditorJPS & Associates

Company Secretaries

‘R-20’ Shree Dham

Yudhishter Marg

C-Scheme,

Jaipur

Internal AuditorMadhukar Garg & Company


2nd Floor, Raj Apartments

Keshav Path, Ashok Marg

C-Scheme

Jaipur

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Autolite (India) Limited

TABLE OF CONTENTS

Particulars Page No.

Directors’ Report 3-52

Auditor’s Report 53-57

Balance Sheet 58

Statement of Profit & Loss 59

Notes forming part of Balance Sheet and Profit & LossStatement and Significant Accounting Policies 60-91

Cash Flow Statement 92-93

Independent Auditor’s Report of Autopal Inc., USA 94

Balance Sheet of Autopal Inc., USA 95

Statement of Operations of Autopal Inc., USA 96

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To,The Members,Autolite (India) Limited,Jaipur.

Your directors have pleasure in presenting the 38th Annual Report together with the Audited statement of Accountsof Autolite (India) Limited for the year ended March 31, 2015.

1. FINANCIAL RESULTS(Rs. in Lacs)

Particulars For the year ended For the year endedon 31st March, 2015 on 31st March, 2014

Net Sales including Excise Duty 12834.48 12167.63

Total income after Excise Duty 12274.85 11524.79

Total Expense other than Interest, Depreciation & Tax 11518.14 10794.19

Profit for the year(Before Interest., Tax , Depreciation ) [PBIDT] 756.71 730.60

Financial Expenses 500.20 304.60

Cash Profit/(Loss) 256.51 426.00

Depreciation 203.76 345.51

Net Profit/Loss before TAX and Extra Ordinary Items 52.75 80.49

Provisions for TAX 17.42 17.35

Extra Ordinary Gains/(Expenses) 0.00 0.00

Net Profit/(Loss) After Extra Ordinary Items 35.33 63.14

DIRECTORS' REPORT

2. BUSINESS PERFORMANCE

Recognizing the need for greater penetration ofIndian Automobile Segment, FY 2014-15 was achallenging year. The Company reported grossannual turnover which increased fromRs. 12167.63 Lacs in the previous year toRs. 12834.48 Lacs in the current fiscal year.

Looking further in Automobile Segment, yourdirectors foresee enough opportunities in thissegment and especially in domestic economy as awhole, all of which being on an expansion spree.

3. MANAGEMENT DISCUSSION ANDANALYSIS

A detailed Report on Management Discussion andAnalysis is annexed with this Director’s Report.[Refer- Annexure-1]

4. DIVIDEND

In order to conserve and plough back theresources, your directors have not recommendedany dividend for the year on equity shares of thecompany.

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5. DIRECTORS AND KEY MANAGERIALPERSONNELS

Key Managerial Personnel

Sh. Mahipal Gupta, Chairman and ManagingDirector (DIN: 00057619) was designated as theKey Managerial Personnel of the Company interms of Section 203 of the Companies Act, 2013read with the Companies (Appointment andRemuneration of the Managerial Personnel) Rules,2014, at the Meeting of Board of Directors heldon 29.09.2014.

Sh. Inder Bhan Soni, Chief General Manager(Legal & Finance) was appointed as the ChiefFinancial Officer (CFO) Key ManagerialPersonnel of the Company in terms of Section 203of the Companies Act, 2013 read with theCompanies (Appointment and Remuneration ofthe Managerial Personnel) Rules, 2014, at theMeeting of Board of Directors held on 29.09.2014.

Sh. Vishal Agarwal, Company Secretary wasdesignated as the Key Managerial Personnel ofthe Company in terms of Section 203 of theCompanies Act, 2013 read with the Companies(Appointment and Remuneration of theManagerial Personnel) Rules, 2014, at the Meetingof Board of Directors held on 29.09.2014.

Appointments & Re-appointments

Smt. Madhu Choudhary (DIN: 01768000) wasappointed as an Additional Non ExecutiveDirector of the Company at its board meeting heldon 14.02.2015. Her tenure as an AdditionalDirector is expiring on the ensuing Annual GeneralMeeting. Thus, the Board has received a noticefrom its members in writing in terms of Section160 of the Companies Act, 2013 proposing hercandidature as director of the Company. Hence,the reappointment is subjected to the approvalof the shareholders at the Annual General Meetingthrough passing of an ordinary resolution in thisregard.

At the 37th Annual General Meeting of theCompany held on 29th day of September, 2014,the Shareholders appointed Sh. Gauri Shankar Das(DIN: 01185570), Sh. Sooraj Praksh Batra (DIN:01216047), and Sh. Rajendra Singh Mehta (DIN:01183922) as an Non executive IndependentDirector of the Company for the term of (5) fiveconsecutive years, commencing from theconclusion of 37th Annual General Meeting to 42nd

Annual General Meeting.

At the ensuing Annual General Meeting,Sh. Kuldeep Kumar Gupta (01591373) is retiringby rotation and being eligible have offered himselffor re-appointment.

Declaration of Independence

Your Company has received declarations from allthe Independent Directors under Section 149(7)of the Companies Act, 2013 confirming thatthey meet the criteria of independence asprescribed under Section 149(6) of CompaniesAct, 2013 read with the Schedules and Rulesissued thereunder as well as Clause 49 of theListing Agreement.

6. CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-Section(3)(m) of Section 134 of the Companies Act, 2013,read with the Companies (Accounts) Rules, 2014,are enclosed as [Annexure 2] to the Director’sReport. A Statement depicting details ofconservation of energy, technology absorption,foreign exchange earnings and outgo, inaccordance with the Companies (Disclosure ofparticulars in the Report of Board of Directors)Rules, 1988 is annexed hereto.

7. CORPORATE GOVERNANCE

Corporate governance is an ethically drivenbusiness process that is committed to values aimed

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at enhancing an organization’s brand andreputation. This is ensured by taking an ethicalbusiness decisions and conducting business witha firm commitment to values, while meetingstakeholders’ expectations. At Autolite, it isimperative that our company affairs are managedin a fair and transparent manner. This is vital togain and retain the trust of our stakeholders.

We comply with the Securities and ExchangeBoard of India (SEBI)’s guidelines on CorporateGovernance. We have documented our internalpolicies on corporate governance. Our CorporateGovernance Report for fiscal 2015 is appendedin the [Annexure- 5] of the Director’s Report.

8. AUDITORS AND THEIR REPORT

Statutory Auditor

At the 37th Annual General Meeting of heCompany held on 29th day of September, 2014,M/s. H.C. Garg & Co., Chartered Accountants,Jaipur, (Firm Registration No. 000152C) havebeen appointed as Statutory Auditors of theCompany to hold office for a term of (3) threeyears from the conclusion of 37th Annual GeneralMeeting till the conclusion of 40th Annual GeneralMeeting of the Company (subject to ratificationby shareholders at every Annual General Meeting).

The Company has received consent from M/s.H.C. Garg & Co., Chartered Accountants, Jaipur,(Firm Registration No. 000152C), Auditors of theCompany and confirmation regarding theireligibility to continue as Statutory Auditor of theCompany.

Your Directors request the shareholders to ratifythe appointment of M/s. H.C. Garg & Co.,Chartered Accountants, Jaipur, (Firm RegistrationNo. 000152C) as Statutory Auditors of theCompany at the ensuing 38th Annual GeneralMeeting of the Company and to authorize theBoard to fix the remuneration.

REPLY TO AUDITOR’S QUALIFICATIONS

Reply to the Auditor’s Qualifications are given asfollows:-

1. Regarding the observations made by Auditorsfor the Accounting Standard AS-2(Accounting for Taxes on Income), wecomment that the Company is paying its taxliability calculated as per the provisions ofMAT under Section 115JB of Income Tax Act,1961. The deferred tax assets and liabilitiesarises on account of timing difference of someof the items which has been mentioned in theIncome Tax Act and are notional items whichdo not have any bearing on the profitabilityof the Company. Therefore, its impact is takenin the books of accounts it will not have anybearing on any profitability of the Company.Further, there is no convincing evidence ofvirtual certainty of realization of deferred taxasset arising out of timing difference.

2. The Company has recognized exportincentive receivable on accrual basis as perprevailing provisions of the export incentiveschemes announced by the Government ofIndia for export promotion. The Company hasavailed export claim in the year 2014-15pertaining to earlier years from theGovernment. For balance amount claim ofRs. 308.68 Lacs, Company is in process ofproviding various documents, clarificationsand explanations as and when required byGovernment Authorities and Company hopesto get remaining claims settled with theGovernment Authorities very soon.

3. With regard to the advance made to acompany which is registered with Board forIndustrial and Financial Reconstruction(BIFR) against which no provision was made,we wish to state that the Company is doingjob work exclusively for Autolite (India)

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Limited on regular basis for last many yearsand the manufacturing facilities areexclusively dedicated for the job work ofAutolite (India) Limited. As Hon’ble BIFRhas not passed the order, the management isunable to quantify the sacrifice which theCompany may have to make. The Companywill recover the amount as per the scheme asand when sanctioned by Hon’ble BIFR andremaining amount will be written off in duecourse.

4. Regarding the observations made by Auditorsfor claim receivable of Rs. 90 Lacs, wecomment that Company has lodged claims ofdevelopment cost and also the suppliesagainst Pal Peugeot Limited, Mumbai withreceiver/ Official Liquidator attached toBombay High Court. The Claim is underprocess and the Company hopes to get theamount of claims on final decision of BombayHigh Court in respect of settlement of claimsagainst Pal Peugeot Limited. Further,company has filed criminal suit in the courtagainst Megha Enterprises for loss of dutyfree license benefit and hopes to recover thesame. Based on the legal opinion,Management is of the view that Companyshall be able to recover the amount in nearfuture and as such it was recognized as claimsreceivable.

5. Regarding the observations made by Auditorsfor the Accounting Standard AS-26(Intangible Assets), we comment that theCompany had treated new exportdevelopment expenses through participationin Foreign Trade Fairs, New productdevelopment and technical know how asdeferred revenue expenses whose benefitshall accrue to the Company over a period oftime. Hence, management had treated these

expenses as deferred revenue expenses whichare to be amortized in subsequent five years.Now, due to change in Accounting Standardon Deferred Revenue Expenditure issued byThe Institute of Chartered Accountants ofIndia, the Deferred Revenue Expenditure areto be booked in full in the year of itsincurrence of the expenditure without anycarry forward for future period. Defermentof DRE is now not allowed as per change inAccounting Standard. During the year, theCompany has not booked any expenditure onDRE account and also proportionately writingoff the earlier years DRE in the books ofaccounts. However, balance of earlier yearsDRE for writing off remained Rs. 199.40 Lacswhich Company shall write off in the financialyear 2015-16.

6. Due to liquidity constraints, there has beendelay in depositing TDS, PF and ESI dueswith the appropriate authorities during theperiod under review. However, the delay wasnot for the period exceeding six months.

7. With regard to recovery of loans from partiescovered under Section 189 of the CompaniesAct, 2013, the Company is under the processof recovery of the amount of advances andManagement is confident to recover the saidamount in phased manner from the respectiveparties in future.

It is pertinent to mention that on the basis ofdecision of Securities and Exchange Board ofIndia, the Company had preferred an appeal beforeSecurities and Appellate Tribunal (SAT) in thematter of re-instatement of financial results for theFinancial Year 2012-13 with regard to Auditorsqualifications mentioned in Point No. (1) to (4).

Further, the Company has received intimationfrom National Stock Exchange (NSE) that SEBIhad informed the NSE that on the basis of

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deliberation at QARC, the qualifications made bythe Auditors on the Balance sheet for the FinancialYear 2013-14 were referred to Financial ReportingReview Board (FRRB) of Institute of CharteredAccountants of India. The company had notreceived any communication from FRRBthereafter.

Secretarial Auditor

Pursuant to the provision of Section 204 of theCompanies Act, 2013 and the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Company hasappointed M/s JPS & Associates., CompanySecretaries in Practice, (C.P. No.5161) toundertake the Secretarial Audit of the Company.The Report of the Secretarial Audit Report isappended as [Annexure 4] of the Director’sReport.

Cost Auditor

Pursuant to the provision of Section 148 of theCompanies Act, 2013 M/s PRJ & Associates, CostAccountants, (Firm Registration Number: 101998)was appointed as the Cost Auditors of theCompany to carry out an audit of Cost AccountingRecords of the Company for the financial year2014 -15. The due date for filing the Cost AuditReport for the financial year 2014-15 with theMinistry of Corporate Affairs (MCA) is 180 daysfrom the end of Company’s financial year i.e. 27th

September, 2015.

Further, the Board of Directors has appointedM/s PRJ & Associates, Cost Accountants, Jaipuras Cost Auditors of the Company for the financialyear 2015 -16. Your directors have proposed theratification of remuneration by the memberspayable to PRJ & Associates, Cost Accountants(Firm Registration Number: 101998).

9. LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees or

investment made under the provision of Section186 of the Companies Act, 2013 are given in theFinancial Statements provided in the AnnualReport.

10. RESERVE

The Company has not transferred any amount outof profits to the Reserve of the Company. Thedetailed amount of Reserve and Surplus is formingpart of the Audited Balance Sheet of the Companyin Note no. 4 of the Notes of the FinancialStatement for the year ended on March 31, 2015.

11. MATERIAL CHANGES ANDCOMMITMENTS AFFECTING FINANCIALPOSITION OF THE COMPANY

There have been no material changes andcommitments, which is affecting the financialposition of the Company which have occurredbetween April 01, 2015 and the date on which thisReport has been signed.

12. BUSINESS RISK MANAGEMENT

The Company has been addressing various risksimpacting the Company and the policy of theCompany on risk management is provided inManagement Discussion and Analysis formingpart of this Annual Report.

13. ANNUAL EVALUATION FOR BOARD’SPERFORMANCE

Pursuant to the provisions of companies Act, 2013and Clause 49 of the Listing Agreement, the Boardhas carried out annual performance evaluation ofits own performance, the directors individually aswell as the evaluation of the working of its Audit,Nomination & Remuneration and Stakeholdercommittee. The manner in which the evaluationhas been carried out has been explained inCorporate Governance Report.

The performance of individual directors wasevaluated on parameters, such as, number of

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meetings attended, contribution in the growth andformulating the strategy of the Company,independence of judgment, safeguarding theinterest of the Company and minority shareholders,time devoted apart from attending the meeting ofthe Company etc. The directors expressed theirsatisfaction with the evaluation process.

14. PATICULARS OF EMPLOYEES

The information required pursuant to Section 197of the Companies Act, 2013 read with Rule 5 ofthe Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 in respectof employees of the Company, will be providedupon request. In terms of Section 136 of theCompanies Act, 2013, the Report and Accountsare being sent to the members and others entitledthereto, excluding the information on employees’particulars which is available for inspection bythe members at the Registered Office of theCompany during business hours on working daysof the Company upto the date of the ensuingAnnual General Meeting. If any member isinterested in inspecting the same, such membermay write to the Company Secretary in advance.

15. NUMBER OF MEETINGS OF THE BOARD

The Board met (8) Eight times during the financialyear, the details of which are given in the CorporateGovernance Report that forms part of this AnnualReport. The intervening gap between any twomeetings was within the period prescribed by theCompanies Act, 2013.

16. POLICY ON DIRECTOR’S APPOINTMENTAND REMUNERATION

The current policy is to have an appropriate mixof executive and independent directors to maintainthe independence of the Board, and separating itsfunctions of governance and management. As onMarch 31, 2015, the Board consists of Eight (8)members, (1) One of whom is a Chairman and the

Managing Director, (2) two Executive orWhole-time Directors, (4) four are IndependentDirectors and (1) one Non-executive Non-independent Director. The Board periodicallyevaluates the need for change in its compositionand size.

The policy of the Company on directors’appointment and remuneration, including criteriafor determining qualifications, positive attributes,independence of a director and other mattersprovided under Sub Section (3) of Section 178 ofthe Companies Act, 2013, adopted by the Board,is appended as to the Corporate GovernanceReport. We affirm that the remuneration paid tothe directors is as per the terms laid out in thenomination and remuneration policy of theCompany.

17. BOARD EVALUATION

Clause 49 of the Listing Agreement mandates thatthe Board shall monitor and review the Boardevaluation framework. The Companies Act, 2013states that a formal annual evaluation needs to bemade by the Board of its own performance andthat of its committees and Individual directors.Schedule IV of the Companies Act, 2013 statesthat the performance evaluation of IndependentDirectors shall be done by the entire Board ofDirectors, excluding the director being evaluated.The evaluation of all the directors and the Boardas a whole was conducted based on the criteriaand framework adopted by the Board.

The evaluation process has been explained in theCorporate Governance Report Section in thisAnnual Report. The Board approved theevaluation results as collated by the Nominationand Remuneration Committee.

18. COMMITTEES OF THE BOARD

Currently, the Board has (3) three committees: theAudit Committee, Nomination and Remuneration

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Committee and Stakeholders GrievanceCommittee.

A detailed note on the Board and its committeesis provided under the Corporate GovernanceReport Section in this Annual Report.

19. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of theCompanies Act, 2013, an extract of the AnnualReturn in the prescribed format is appended as[Annexure-3] to the Director’s Report.

20. CORPORATE SOCIAL RESPONSIBILITY

The provisions of the Companies Act, 2013regarding Corporate Social Responsibility are notapplicable to the Company.

21. DIRECTORS’ RESPONSIBILITYSTATEMENT

Pursuant to Section 134(3) (C) of the CompaniesAct, 2013, the Directors confirm that:

i) in the preparation of the annual accounts ,the applicable accounting standards havebeen followed along with proper explanationsrelating to material departures;

ii) the directors have selected such accountingpolicies and applied them consistently andmade judgments and estimates that arereasonable and prudent so as to give a trueand fair view of the state of affairs of thecompany at the end of the financial year endedon March, 31, 2015 and of the profit of thecompany for that period;

iii) the directors had taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with theprovisions of the Act for safeguarding theassets of the company and for preventing anddetecting fraud and other irregularities;

iv) the directors had prepared the annual accountson going concern basis.

v) the directors had laid down internal financialcontrols to be followed by the Company andthat such internal financial controls areadequate and were operating effectively.

vi) the directors had devised proper systems toensure compliance with the provisions of allapplicable laws and that such systems wereadequate and operating effectively.

22. LISTING STATUS AND LISTING FEES

Your company’s shares are listed and activelytraded at the following Stock Exchanges:

– National Stock Exchange of India Ltd.

– BSE Limited

Listing fees have already been paid to the aboveStock Exchanges for the period upto 31st March,2016.

The SEBI through its press release no PR no. 75/2015 dated March 24, 2015 have given the exitorder in respect to Jaipur Stock Exchange Ltd(JSE) , therefore the shares of the Company is nomore listed on JSE.

Further through SEBI press release no PR 132/2015 dated May 14, 2015 have given the exit orderin respect to Madras Stock Exchange Limited(MSE) , therefore the shares of the Company isno more listed on MSE.

The Company’s Shares are also listed on DelhiStock Exchange but as the SEBI has withdrawnthe recognition granted to Delhi Stock Exchangein November 2014, therefore since then the Sharesare not traded over there.

23. RELATED PARTY TRANSACTIONS

There were no contracts or arrangements enteredinto by the company in accordance with provisionsof Section 188 of the Companies Act, 2013. Allmaterial related party transactions that wereentered into during the financial year were on an

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arm’s length basis and were in the ordinary courseof business.

There are no materially significant related partytransactions made by the Company withPromoters, Directors, Key Managerial Personnelor other designated persons which may have apotential conflict with the interest of the Companyat large. All Related Party Transactions are placedbefore the Audit Committee as also the Boardfor approval. The details of transactions are dulygiven in the Notes of the Financial Statement ofthe Company for the year ended on March 31,2015.

Accordingly no transactions being reported inForm AOC-2, in terms of Section 134 of theCompanies Act, 2013 read with Companies(Accounts) Rules, 2014.

The policy on Related Party Transactions asapproved by the Board is uploaded on theCompany’s website. None of the Directors has anypecuniary relationships or transaction vis-à-vis theCompany.

24. SUBSIDIARIES, JOINT VENTURES ANDASSOCIATE COMPANIES

The Company has only one Subsidiary AutopalInc, USA which is mainly engaged in the businessof trading of the automotive headlamps andhalogen bulbs to cater the requirements ofNorthern America.

As per Rule 6 of the Companies (Accounts) Rules,2014 and as required salient features of FinancialStatement of the Autopal Inc, USA has beendisclosed in this Report.

Further none of the companies become or ceasedto be its Subsidiaries, Joint Ventures or AssociateCompanies during the year.

25. SHARE CAPITAL

The Company has converted 727,500 warrants

into 727,500 equity shares during the year underreview.

The Paid up Share Capital of the Companythereafter in accordance with the Audited BalanceSheet as on March 31, 2015 is Rs. 105,812,410.The Audited Balance sheet forms the part of thisAnnual Report.

26. NATURE OF BUSINESS

The Company is engaged in Production ofAutomotive Head Lamps and Halogen Bulbs.

Further there was no change in the nature ofbusiness during the year.

27. DEPOSITS

There were no public deposits accepted duringthe financial year or any amount of principal orinterest thereof was outstanding in terms ofSections 73 and 74 of the Companies Act, 2013read with the Companies (Acceptance of Deposits)Rules, 2014, for the financial year ended on March31, 2015.

The amount of outstanding deposits as on March31, 2014 has been transferred to InvestorEducation and Protection Fund in compliance withthe order of Registrar of Companies, Rajasthan,Jaipur.

Further there was no unpaid or unclaimed dividendamount as on March 31, 2015.

28. SIGNIFICANT AND MATERIALORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS ANDCOMPANY’S OPERATION IN FUTURE

During the year under review there has been nosuch significant and material orders passed by theregulators or courts or tribunals impacting thegoing concern status and company’s operationsin future.

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29. PREVENTION OF SEXUAL HARASSMENTAT WORKPLACE

As per the requirement of The Sexual Harassmentof Women at Workplace (Prevention, Prohibition& Redressal) Act, 2013 and Rules made thereunder, the Company was required to constitute anInternal Complaints Committees (ICC) whichwould be eligible to hear and pass an order againstthe allegations of Sexual Harassment filed by anyfemale employee of the Company caused atworkplace.

But though the Company does not have more than1 number of female employees and subjected tothe provisions of the Section 2 of The SexualHarassment of Women at Workplace (Prevention,Prohibition & Redressal) Act, 2013 the InternalComplaints Committees (ICC) cannot beconstituted due to the lack of number of femaleemployees. Therefore the Company has organizedan awareness programme for the femaleemployees in respect to spread the awareness ofthis Act and has informed them to file anycomplaint of Sexual harassment caused atworkplace to the Local Complaints Committee(LCC) Constituted in every District as per theprovision of Section 5 of The Sexual Harassmentof Women at Workplace (Prevention, Prohibition& Redressal) Act, 2013.

During the year, no complaints with allegationsof sexual harassment were filed with the LCC asper the provisions of The Sexual Harassment ofWomen at Workplace (Prevention, Prohibition &Redressal) Act, 2013.

30. EMPLOYEE STOCK OPTION

During the year under report, no stock optionswere issued by the Company.

31. HUMAN RESOURCES

The well disciplined workforce which has servedthe company for more than three decades lies atthe very foundation of the company’s majorachievements and shall well continue for the yearsto come. The management has always carried outsystematic appraisal of performance and impartedtraining at periodic intervals. The company hasalways recognized talent and has judiciouslyfollowed the principle of rewarding performance.

32. VIGIL MECHANISM

The Company has establishes a vigil mechanismthrough a Whistle Blower Policy and through theAudit Committee, oversees the genuine concernsexpressed by the employees and other Directors.The Company has also provided adequatesafeguards against mechanism of employees andDirectors who may express their concerns pursuantto the policy. The policy is uploaded on the websiteof the Company at http://www.autopal.com/announcements.php.

33. ACKNOWLEDGEMENT

We thank our customers, vendors, investors andbankers for their continued support during the year.We place on record our appreciation of thecontribution made by our employees at all levels.The Company’s consistent growth was madepossible by their hard work, solidarity, cooperationand support. We also thank to various statutoryand administrative agencies and look forward totheir continued support in the future.

BY ORDER OF THE BOARD

Sd/-Date : 26th August, 2015 (MAHIPAL GUPTA)Place: Jaipur Chairman & Managing Director

DIN : 00057619

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[ANNEXURE-1]- MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A. ECONOMIC SCENARIO AND OUTLOOK:

India is set to become the world’s fastest-growing major economy by 2016 ahead of China, the InternationalMonetary Fund (IMF) said in its recent latest forecast. India is expected to grow at 6.3 per cent in 2015, and6.5 per cent in 2016 by when it is likely to cross China’s projected growth rate, the IMF said in the latestupdate of its World Economic Outlook.

The government, engineering an economic rebound with a slew of reforms, has unveiled a new statisticalmethod to calculate the national income with a broader framework that turned up a pleasant surprise: GDPin the past year 2013-14 grew 6.9 per cent instead of the earlier 4.7 per cent.

The International Monetary Fund (IMF) and the World Bank in a joint report have forecasted that India willregister a growth of 6.4 per cent in 2015, due to renewed confidence in the market brought about by a seriesof economic reforms pursued by the government.

In the favorable and competitive market, your Company is pleased to mention that the share of Company’sexport has been increased from Rs. 3670.73 Lacs to Rs. 3721.87 Lacs in the current fiscal year.

B. AUTO AND AUTO COMPONENT INDUSTRY OUTLOOK

The Indian automotive industry has come a long way since the country’s independence, having transformedfrom being a protected, locally-focused industry, to emerging as one of the fastest growing automotivemarkets in the world. The automobile industry in India is the seventh largest in the world. Most of theleading players in the world have established a presence in this important market. In fact, liberalisationpolicies and concurrent induction of foreign competition has changed the market dynamics in the autoindustry over the last few decades.

Global auto companies are closely watching the Indian market, to exploit the future demand potential, and touse India as a global sourcing hub. While market potential and opportunities remain vast, the industry will beposed with important challenges and bottlenecks that need to be mitigated in the most cost effective andefficient manner, to attain common objectives.

C. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized useor disposition of its assets. All the transactions are properly authorized, recorded and reported to theManagement. The Company is following all the applicable Accounting Standards for properly maintainingthe books of accounts and reporting financial statements. The internal auditor of the company checks andverifies the internal control and monitors them in accordance with policy adopted by the company. TheCompany continues to ensure proper and adequate systems and procedures commensurate with its size andnature of its business.

D. OPPORTUNITIES AND THREATS

OPPORTUNITIES

– Significant potential to grow the exports business.

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– Entry into new platforms as well as focus on securing the business from new model launches in theOEM segment.

– Policy and Promotion: The Indian Government encourages foreign investment in the Automobile sectorand allows 100% FDI under the automatic route.

– Introduction of new and higher margin products.

THREATS

– Slowdown in global economy may affect exports.

– Availability of skilled manpower.

– Protracted slowdown in the Indian Auto industry can impact OEM volumes. However, replacementdemand from aftermarket segment will continue.

– Increasing rivalry among players with numerous small firms targeting the same customer segments.

E. BUSINESS RISK MANAGEMENT:

Although the company has long been following the principle of risk minimization as is the norm in everyindustry, it has now become a compulsion.

Therefore, in accordance with Clause 49 of the listing agreement the Board members were informed aboutrisk assessment and minimization procedures after which the Board formally adopted steps for framing,implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote apro-active approach in reporting, evaluating and resolving risks associated with the business. In order toachieve the key objective, the policy establishes a structured and disciplined approach to Risk Management,in order to guide decisions on risk related issues.

In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishingthe growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition,Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk, fluctuation inforeign currency.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

F. CAUTIONARY STATEMENT:

Statement in the Management discussion & analysis describing the Company’s objectives, projections,estimates & exceptions may be “forward looking statements” within the meaning of applicable securitieslaws & regulations. Actual results could differ materially from those expressed or implied. Importantfactors that could make difference to the Company’s operations include economic conditions affectingdemand/ supply and price conditions in the domestic & overseas markets in which the Company operates& changes in the Government regulations, tax laws & other statutes & other incidental factors.

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[ANNEXURE 2] – CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNING AND OUTGO

The Information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies(Accounts) Rules, 2014 for the year ended on 31st March, 2015 is given below and forms the part of the Board’sReport.

EFFORTS MADE ON CONSERVATION OF ENERGY

(a) Energy conservation measures taken :

– Improvement in power factor to reduce power losses.

– Conventional lighting are replaced by CFL’s, LED’s etc.

(b) The Steps taken by the Company for utilizing alternate sources of energy: NA

(c) The Capital investment on energy conservation equipments: NA

As the company does not come under the power intensive industry category, the details of power and fuelconsumption are not given.

TECHNOLOGY ABSORPTION

1. Efforts in brief made towards technology absorption, adaptation and innovation are stated as follows:

a) Microprocessor based moulding M/C added with separate moulding division for expansion inthermoplastic component moulding area.

b) New technology for plastic headlamp manufacturing.

c) Cost Reduction by import substitution and metal and rubber being replaced by plastic material.

d) Automation of different manufacturing processes.

2. Benefits derived as a result of the above efforts eg. product improvement, cost reduction, product development,import Substitution etc. are stated as follows:

a) Less dependency on manual power due to automation process.

b) Improvement in quality and productivity.

c) Increase in product life.

d) Increase in OEM, Export & Replacement market share.

e) Competitive pricing & edge due to cost reduction

f) Improvement in company’s brand image.

g) Exploring New business opportunity

h) Positive impact on top and bottom line

3. In case of imported technology (imported during the last five years reckoned from the beginning of thefinancial years) are stated as follows:

(I) Technology imported : N.A.

(15)

(II) Year of import : N.A.

(III) Has technology been fully absorbed : N.A.

(IV) If not fully absorbed area where this has not taken

(V) Place reasons thereof and future plan of action : N.A.

FOREIGN EXCHANGE EARNING AND OUTGO

The details of Foreign Exchange Earning and Outgoings are described as following:-

(Rs. in Lacs)

Particulars Foreign Exchange Foreign ExchangeEarnings Outgoings

Exports (FOB) 3716.29 -

Import of Capital Goods & Spares 15.92

Import of Raw Materials 806.29

Travelling - 13.77

Commission - 49.51

Others - 8.59

Total 3716.29 894.08

(16)


[ANNEXURE 3]– EXTRACT OF ANNUAL RETURN

Form No. MGT-9

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management andAdministration) Rules, 2014]

I. Registration and other details

1) CIN: L 3 1 5 0 6 R J 1 9 7 7 P L C 0 0 1 7 3 8

2) Registration Date 30/06/1977

3) Name of the Company Autolite (India) Limited

4) Category/ Sub- Category Public Company Limited by Sharesof the Company

5) Address of the D-469, Road No 9A, V.K.I. Area, Jaipur- 302013 RajasthanRegistered office of Tel: 0141- 2333994the Company and Email: [email protected] details Website: www.autopal.com

6) Listed company Yes

7) Name, address and MCS Share Transfer Agents Limitedcontact details of F- 65, Okhla Industrial AreaRegistrar and Phase- 1, New Delhi- 110020transfer agent Email: [email protected]

Tel: 011- 41406149

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the Company are stated asfollows:-

Sl. No Name and Description of main NIC Code of the % of the total turnoverproducts/ services Product/ services of the Company

1. Automotive Lamps 2740 71.00%

2. Halogen Bulbs 274 23.10%

(17)

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY

Sl. No Name and Address of CIN/GLN Holding/ % of Applic-the Company Subsidiary/ Shares able

Associate Section

A. Autopal Inc. USA NA Subsidiary 100% 2(42)Company

B. Alwar Auto Private Limited U51109RJ1980PTC002034 Associate NIL 2(6)Company

IV. SHAREHOILDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

a) Category- wise Share Holding

Category of No. of Shares held at the beginning No. of Shares held at the end %Shareholders of the year of the Year Change

duringthe year

Demat Physical Total % of Demat Physical Total % ofShares Shares

A. Promoters

1) Indian

a) Individual/ 3294502 25000 3319502 33.69 4062166 – 4062166 38.39 4.70HUF

b) CG – – – – – – – – –

c) SG (s) – – – – – – – – –

d) Bodies Corp. 1455215 1600 1456815 14.78 1455215 1600 1456815 13.77 1.07

e) Banks/ FI – – – – – – – – –

f) Any other – – – – – – – – –

Sub total 4749717 26600 4776317 48.47 5517381 1600 5518981 52.16 3.69

(A) (1) Foreign

a) NRIs- – – – – – – – – –Individual

b) Other – – – – – – – – –Individuals

c) Bodies Corp – – – – – – – – –

(18)


d) Banks/ FI – – – – – – – – –

e) Any other – – – – – – – – –

Sub total

(A) (2) Totalshareholdingof Promoter(A) =(A)(1) + (A)(2) 4749717 26600 4776317 48.47 5517381 1600 5518981 52.16 3.69

B. PublicShareholding

1) Institution

a) Mutual Funds 264 16250 16514 0.17 314 16200 16514 0.16 0.01

b) Banks/ FI 17550 550 18100 0.18 17550 550 18100 0.17 0.01

c) CG – – – – – – – – –

g) SG (s) 100 – 100 0.00 100 – 100 0.00 NIL

h) Venture – – – – – – – – –Capital

i) Insurance Co. – – – – – – – – –

j) FIIs 100 9620 9720 0.10 100 9620 9720 0.09 0.01

k) Foreign – – – – – – – – –VentureCapital Funds

l) Others – – – – – – – – –(Specify)

Sub total 18014 26420 44434 0.45 18064 26370 44434 0.42 0.03


duringthe year


(19)

(B) (1) NonInstitutions

a) Bodies Corp 920310 10477 930787 9.45 859160 10177 869337 8.22 1.23IndianOverseas

b) Individual 1731373 514893 2246266 22.80 1714634 496771 2211405 20.90 1.90shareholdersholdingnominalshare capitaluptoRs. 1 Lakh

Individual 1614302 – 1614302 16.38 1676585 – 1676585 15.84 0.54shareholdersholdingnominalshare capitalexcess ofRs. 1 Lakh

c) Others(specify)Clearing 6404 – 6404 0.06 34804 – 34804 0.33 0.27Members

NRI/OCB 25543 200 25743 0.26 17007 200 17207 0.16 0.10Trust & 209488 – 209488 2.13 208488 – 208488 1.97 0.16Foundation

Sub total 4507420 525570 5032990 51.08 4510678 507148 5017826 47.42 3.66

(B) (2) Totalshareholdingof Promoter(B) = (B)(1) +(B)(2) 4525434 551990 5077424 51.53 4528742 533518 5062260 47.84 3.69


duringthe year


(20)


C. Shares held – – – – – – – – –by Custod-ions forADRs &GDRs

Grand Total(A+B+C) 9275151 578590 9853741 100 10046123 535118 10581241 100 NIL


duringthe year


b) Shareholding of Promoters

Sl. Shareholder’s No. of Shares held at the beginning No. of Shares held at the end %No. Name of the year of the Year Change

duringthe year


1. * Sh. Mahipal 1318763 - 1318763 13.38 1318763 - 1318763 12.46 No ChangeGupta

2. * M/s Autopal 593400 - 593400 6.02 593400 - 593400 5.61 No ChangeMarketingPvt. Ltd.

3. * M/s Autopal 590000 - 590000 5.99 590000 - 590000 5.58 No ChangeGlass Pvt. Ltd.

4. Sh. Amit 496677 - 496677 5.04 499374 - 499374 4.72 0.32Mahipal Gupta

5. Smt. Usha Gupta 469003 - 469003 4.76 696475 - 696475 6.58 1.82

6. Mahi Pal 456768 - 456768 4.64 457968 - 457968 4.33 0.31Gupta HUF

7. Sh. Adarsh 355040 - 355040 3.60 458690 - 458690 4.33 0.73Mahipal Gupta

(21)

8. * M/s Autolite 271815 - 271815 2.76 271815 - 271815 2.57 NoManufacturing ChangeLtd.

9. Smt. Anubha 65484 - 65484 0.66 167084 - 167084 1.58 0.92Adarsh Gupta

10. Smt. Bhawana 64016 - 64016 0.65 166026 - 166026 1.57 0.92Gupta

11. * Smt. Sneha 33397 25000 58397 0.59 58397 - 58397 0.55 No ChangeGoel

12. Adarsh Mahipal 22700 - 22700 0.23 124825 - 124825 1.18 0.95Gupta HUF

13. Amit Mahipal 12654 - 12654 0.13 114564 - 114564 1.08 0.95Gupta HUF

14. M/s Palsoft Info- - 1600 1600 0.02 - 1600 1600 0.02 No Changesystems Limited

Total 4749717 26600 4776317 48.47 5517381 1600 5518981 52.16

* The Change in the Percentage of Shareholding is due to the increase in the Paid Up Share Capital of theCompany.

c) Change in Promoter’s Shareholding

Sl.No Shareholder’s Name Shareholding at the Purchase/ Cumulativebeginning of the Year Transfer/ Shareholding at the end

Allotment of the Year

No. of % total No. of % totalShares number of Shares number of

Shares Shares

1. Sh. Amit Mahipal Gupta

At the beginning of the Year 496677 5.04%

Increase/Decrease during the year

01/04/2014 70 0.00% Purchase 496747 5.04%

Sl. Shareholder’s No. of Shares held at the beginning No. of Shares held at the end %No. Name of the year of the Year Change

duringthe year


(22)


29/04/2014 50 0.00% Purchase 496797 5.04%

30/04/2014 35 0.00% Purchase 496832 5.04%

13/06/2014 400 0.00% Purchase 497232 5.05%

18/06/2014 99 0.00% Purchase 497331 5.05%

24/06/2014 150 0.00% Purchase 497481 5.05%

25/06/2014 25 0.00% Purchase 497506 5.05%

14/07/2014 170 0.00% Purchase 497676 5.05%

09/09/2014 648 0.00% Purchase 498324 5.06%

24/09/2014 700 0.00% Purchase 499024 5.06%

25/09/2014 50 0.00% Purchase 499074 5.06%

26/09/2014 50 0.00% Purchase 499124 5.07%

12/12/2014 100 0.00% Purchase 499224 5.07%

15/12/2014 50 0.00% Purchase 499274 5.07%

27/02/2015 100 0.00% Purchase 499374 4.80%

At the end of the Year 499374 4.72%

2. Smt. Usha Gupta



03/04/2014 772 0.01% Purchase 469775 4.77%

04/04/2014 1500 0.02% Purchase 471275 4.78%

15/01/2015 152500 1.47% Allotment 623775 5.99%

17/03/2015 72500 0.69% Allotment 696275 6.58%

23/03/2015 200 0.00% Purchase 696475 6.58%


3. Mahipal Gupta HUF



16/06/2014 800 0.01% Purchase 457568 4.64%




Shares Shares

(23)

02/09/2014 200 0.00% Purchase 457768 4.65%

03/09/2014 200 0.00% Purchase 457968 4.65%


4. Sh Adarsh Mahipal Gupta



02/09/2014 100 0.00% Purchase 355140 3.60%

04/09/2014 250 0.00% Purchase 355390 3.61%

15/01/2015 102500 0.98% Allotment 457890 4.40%

26/02/2015 500 0.00% Purchase 458390 4.40%

27/02/2015 300 0.00% Purchase 458690 4.41%


5. Smt. Bhawana Gupta



09/06/2014 155 0.00% Purchase 64171 0.65%

18/06/2014 825 0.01% Purchase 64996 0.66%

19/06/2014 70 0.00% Purchase 65066 0.66%

08/07/2014 300 0.00% Purchase 65366 0.66%

09/07/2014 80 0.00% Purchase 65446 0.66%

14/07/2014 580 0.01% Purchase 66026 0.67%

15/01/2015 100000 0.96% Allotment 166026 1.60%


6. Amit Mahipal Gupta HUF



09/06/2014 100 0.00% Purchase 12754 0.13%




Shares Shares

(24)


12/06/2014 50 0.00% Purchase 12804 0.13%

07/07/2014 220 0.00% Purchase 13024 0.13%

27/11/2014 500 0.01% Purchase 13524 0.14%

16/12/2014 200 0.00% Purchase 13724 0.14%

19/12/2014 140 0.00% Purchase 13864 0.14%

23/12/2014 50 0.00% Purchase 13914 0.14%

29/12/2014 50 0.00% Purchase 13964 0.14%

15/01/2015 100000 0.96% Allotment 113964 1.09%

26/02/2015 600 0.01% Purchase 114564 1.10%


7. Adarsh Mahipal Gupta HUF



13/06/2014 700 0.01% Purchase 23400 0.24%

16/06/2014 500 0.01% Purchase 23900 0.24%

14/07/2014 500 0.01% Purchase 24400 0.25%

15/01/2015 100000 0.96% Allotment 124400 1.20%

18/02/2015 300 0.00% Purchase 124700 1.20%

26/02/2015 35 0.00% Purchase 124735 1.20%

04/03/2015 90 0.00% Purchase 124825 1.20%


8. Smt. Anubha Adarsh Gupta



30/04/2014 100 0.00% Purchase 65584 0.67%

02/05/2014 200 0.00% Purchase 65784 0.67%




Shares Shares

(25)




Shares Shares

05/06/2014 500 0.01% Purchase 66284 0.67%

21/08/2014 300 0.00% Purchase 66584 0.68%

05/09/2014 200 0.00% Purchase 66784 0.68%

08/09/2014 300 0.00% Purchase 67084 0.68%

15/01/2015 100000 0.96% Allotment 167084 1.61%


d) Shareholding pattern of top 10 Shareholders (Other than Directors, Promoters, and holders ofADRs and GDRs)




Shares Shares

1. M/s Rasmani CapitalMarkets Private Limited



No Change


2. * Sh. Adit G Mehta



06/05/2014 (12372) 0.13% Transfer 237628 2.41%

09/06/2014 (57628) 0.58% Transfer 180000 1.83%

16/06/2014 (10000) 0.10% Transfer 170000 1.73%

23/06/2014 (16000) 0.16% Transfer 154000 1.56%

27/06/2014 (154000) 1.56% Transfer 0 0.00%

At the end of the Year 0 0. 00%

(26)





Shares Shares

3. *Smt. Kavita Himanshu Ajmera



11/04/2014 (50000) 0.51% Transfer 200000 2.03%

13/06/2014 (20000) 0.20% Transfer 180000 1.83%

20/06/2014 (10000) 0.10% Transfer 170000 1.73%

23/06/2014 (16000) 0.16% Transfer 154000 1.56%

04/07/2014 (16570) 0.17% Transfer 137430 1.39%

18/07/2014 (48032) 0.49% Transfer 89398 0.91%

25/07/2014 (3650) 0.04% Transfer 85748 0.87%

01/08/2014 (48) 0.00% Transfer 85700 0.87%

29/08/2014 (2298) 0.02% Transfer 83402 0.85%

05/09/2014 (2937) 0.03% Transfer 80465 0.82%

12/09/2014 (80465) 0.82% Transfer 0 0.00%

At the end of the Year 0 0. 00%

4. M/s Stressed AssetsStabilization Fund



21/11/2014 (1000) 0.01% Transfer 208488 2.12%


5. Ms. Nisha Suresh Maheshwari



No Change


(27)

6. *Ms. Madhuri OmprakashDamani



29/10/2014 (50000) 0.51% Transfer 50000 0.51%

30/10/2014 (50000) 0.51% Transfer 0 0.00%

At the end of the Year 0 0.00 %

7. *M/s Nirmal Bang ServicesFinancial Private Limited



30/05/2014 (90600) 0.92% Transfer 90000 0.00%

At the end of the Year 0 0.00 %

8. **M/s Wegmans FinancialServices Private Limited



23/05/2014 (85775) 0.87% Transfer 2500 0.03%


9. **M/s Puja AgenciesPrivate Limited



15/09/2014 (42215) 0.43% Transfer 41785 0.42%

14/11/2014 (6785) 0.07% Transfer 35000 0.36%





Shares Shares

(28)





Shares Shares

10. Ms. Rekha Harkut



23/05/2014 37100 0.38% Purchase 116858 1.19%

06/08/2014 50000 0.51% Purchase 166858 1.69%

14/08/2014 (75000) 0.76% Transfer 91858 0.93%

29/08/2014 879 0.01% Purchase 92737 0.94%

05/09/2014 24121 0.24% Purchase 116858 1.19%

23/01/2015 110402 1.12% Purchase 227260 2.18%

06/03/2015 4691 0.05% Purchase 231951 2.23%


11. Sh. Manoj Harkut



23/05/2014 53500 0.00% Purchase 120093 1.22%

18/07/2014 (200) 0.00% Transfer 119893 1.22%

25/07/2014 (9750) 0.10% Transfer 110143 1.12%

29/08/2014 (11695) 0.12% Transfer 98448 1.00%

05/09/2014 9750 0.00% Purchase 108198 1.10%

15/09/2014 (2000) 0.02% Transfer 106198 1.08%

30/01/2015 5635 0.00% Purchase 111833 1.07%

06/02/2015 23447 0.00% Purchase 135280 1.30%

06/03/2015 24720 0.00% Purchase 160000 1.54%


12. Ms. Sunita Rani



No Change


(29)




Shares Shares

13. Sh. Rajesh Kumar Mundra



No Change


14. ***Pratibhuti Vinihit Limited



29/10/2014 50000 0.51% Purchase 50000 0.51%

30/10/2014 50000 0.51% Purchase 100000 1.01%


15. ***Sh. Suresh ChandraMaheshwari



11/04/2014 16303 0.17% Purchase 16303 0.17%

27/06/2014 66573 0.68% Purchase 82876 0.84%


16. ***Sh. Arun Maheshwari



13/03/2015 75245 0.17% Purchase 75245 0.17%

25/03/2015 (872) 0.68% Transfer 74373 0.84%


* Ceased to be in the list of shareholders as on 31-03-2015. The same is reflected above since the shareholder was one of the top 10shareholders as on 31-03-2014.

** Ceased to be in the list of Top 10 shareholders as on 31-03-2015. The same is reflected above since the shareholder was one of the top10 shareholders as on 31-03-2014.

*** Not in the List of shareholders as on 01-04-2014. The same is reflected above since the shareholder was one of the top 10 shareholders

as on 31-03-2015.

(30)


e) Shareholding of Directors and Key Managerial Personnel




Shares Shares

Directors

1. Sh. Mahipal Gupta



No Change


2. Sh. Amit Mahipal Gupta



Please refer table (c ) serial no. 1 of Change in Promoter’s shareholding


3. Sh. Adarsh Mahipal Gupta



Please refer table (c ) serial no. 4 of Change in Promoter’s shareholding


4. Sh. S.P. Batra , Sh. G.S. Das,Sh. K.K. Gupta, Smt. MadhuChoudhary & Sh. R. S. Mehta



No holding


Key Managerial Personnel

5. Sh. Inder Bhan Soni



No Change


(31)

6. Sh. Vishal Agarwal



25/04/2014 (400) 0.01% Transfer 100 0.00%

12/09/2014 (99) 0.00% Transfer 1 0.00%

08/10/2014 99 0.00% Purchase 100 0.00%

19/11/2014 (99) 0.00% Transfer 1 0.00%


V. INDEBTNESS

In-debtness of the Company including interest outstanding/ accrued but not due for payment

(Rs. In Lacs)

Secured Loans Unsecured Loans Deposit Total Indebtnessexcluding Deposits

Indebtedness atthe beginning ofthe Financial Year

i) Principal amount 1605.00 59.09 23.55 1687.64

ii) Interest due but not paid – – 48.01 48.01

iii) Interest accrued but not due – – – –

Total ( i + ii+ iii ) 1605.00 59.09 71.56 1735.65

Change in indebtednessduring the financial year

• Addition 1450 – – 1450

• Reduction (784.99) (28.15) (71.56) (884.70)

Net Change 665.01 (28.15) (71.56) 565.30




Shares Shares

(32)


Indebtedness at the endof the financial Year

i) Principal amount 2270.01 30.94 – 2300.95

ii) Interest due but not paid – – – –

iii) Interest accrued but not due – – – –

Total ( i + ii+ iii ) 2270.01 30.94 - 2300.95

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Remuneration to Managing Director, Whole Time Directors and / or Manager

Sl. No/ Particulars of Remuneration Sh. Mahipal Sh. Amit Sh. AdarshGupta Mahipal Gupta Mahipal Gupta Total

(Managing (Whole-time (Whole-time AmountDirector) Director) Director)

(Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)

1. Gross Salary

1. Salary as per provisions 33.00 33.00 – 66.00contained in Section 17 (1)of the Income Tax Act, 1961

2. Value of Perquisites as per 2.16 0.77 – 2.93the provisions contained inSection 17 (1) of theIncome Tax Act, 1961

3. Profits in lieu of salary – – – –under Section 17 (1) ofthe Income Tax Act, 1961

2. Stock Option – – – –

3. Sweat Equity – – – –

4. Commission

– as % of profit – – – –

– others, specify… – – – –

5. Others, specify – – – –

Total (A) 35.16 33.77 NIL 68.93

Ceiling as per the Act As per Section 198 read with Schedule V of the Companies Act 2013

Secured Loans Unsecured Loans Deposit Total Indebtnessexcluding Deposits

(33)

b) Remuneration to other Directors:

Sl.No Particulars of Remuneration Name of the Directors Total

Sh. G.S. Sh. S.P. Sh. K.K. Sh. R.S. Smt. AmountDas Batra Gupta Mehta Madhu

Choudhary

(Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)

1. 1. Independent Directors

• Fee for attending Board/ 0.82 0.59 NA 0.59 0.05 2.05Committee meeting

• Commission – – – – – –

• Others. Please Specify – – – – – –

Total (1) 0.82 0.59 NA 0.59 0.05 2.05

2. 2. Other Non executiveDirectors

• Fee for attending Board/ NA NA 0.54 NA NA 0.54Committee meeting

• Commission NA NA – NA NA –

• Others. Please Specify NA NA – NA NA –

Total (2) NA NA 0.54 NA NA 0.54

Total (1+2) 0.82 0.59 0.54 0.59 0.05 2.59

Total Managerial Remuneration 0.82 0.59 0.54 0.59 0.05 2.59

Overall Ceiling as per the Act As per Section 198 read with Schedule V of the Companies Act, 2013

c) Remuneration to Key Managerial Personnel other than MD/ MANAGER/ WTD:

Sl.No Particulars of Remuneration Sh. Inder Bhan Sh. Vishal Total AmountSoni (CFO) Agarwal (CS)

(Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)

A. Gross Salary

1. Salary as per provisions contained 9.75 5.78 15.53in Section 17 (1) of the IncomeTax Act, 1961

(34)


2. Value of Perquisites as per the 0.16 0.16 0.32provisions contained in Section17 (1) of the Income Tax Act, 1961

3. Profits in lieu of salary under 0.00 0.00 0.00Section 17 (1) of the IncomeTax Act, 1961

B. Stock Option NIL NIL NIL

C. Sweat Equity NIL NIL NIL

D. Commission

– as % of profit

– others, specify… NIL NIL NIL

E. Others, specify NIL NIL NIL

Total (A) 9.91 5.94 15.85

VII. PENALTIES / PUNISHMENTS / COMPOUNDING OF OFFENCES: Please refer Secretarial AuditReport annexed to the Director’s Report forming part of this Annual Report.

Sl.No Particulars of Remuneration Sh. Inder Bhan Sh. Vishal Total AmountSoni (CFO) Agarwal (CS)

(Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)

(35)

[ANNEXURE 4] – SECRETARIAL AUDIT REPORT

To,The Members,Autolite (India) Limited,D-469, Road No. 9-A,V.K.I. Area, Jaipur-302013.

(I) We have conducted the Secretarial Audit of the compliance of applicable Statutory provisions andadherence to good corporate practices by Autolite (India) Limited (hereinafter called the Company).Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporateconducts and Statutory compliances and expressing our opinion thereon.

(II) Based on our verification of the Company’s Statutory Registers and Records, Minutes Books, Forms andreturns filed with various authorities and other records maintained by the Company and also the informationand explanation provided by the Company, its officers, agents and authorized representatives during theconduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the auditperiod covering the financial year ended on March 31, 2015 complied with various provisions of statutoryenactments listed hereunder at Clause (III) and that the Company has proper Board processes and compliancemechanism in place to the extent and in the manner and subject to the reporting made hereinafter.

(III) We have examined the Statutory Registers, Minutes books of the General Meetings, Board Meetings andCommittee Meetings, Forms and Returns filed with various Authorities and other records maintained bythe Company for the financial year ended on March 31, 2015, according to the provisions of:

1. The Companies Act, 2013 and the Rules made there under;

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

4. The Following regulations and Guidelines prescribed under the Securities and Exchange Board ofIndia Act, 1992 (SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

b. The Securities and Exchange Board of India (Registrar to an issue and Share Transfer Agents)Regulations, 1993;

c. The Securities (Prohibition of Insider Trading) Regulations, 1992

5. Other Laws applicable to the Company like Labour Laws, Environment Laws and Tax Laws.

6. The Listing Agreements entered into by the Company with the Stock Exchanges.

(IV) During the year under review, the company did not receive any Foreign Direct Investment (FDI) and / orExternal Commercial Borrowings (ECB) and did not make any Overseas Direct Investment (ODI) andaccordingly the provisions of Foreign Exchange Management Act, 1999 and the Rules and Regulations

(36)


made there under relating to FDI, ECB and ODI were not applicable to the Company during the yearunder review.

(V) Based on our above mentioned examination and verification of records and information and explanationprovided to us by the management, officers, employees and staff of the company, we report that during thefinancial year under review the Company has complied with the provisions of the Acts, Rules, Regulations,Guidelines etc. mentioned above except that:

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

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

3. Compliance of SEBI’s directions w.r.t restatement of financial statements under SEBI circularno. CIR/CFD/DIL/7/2012 dated 13.08.2012 is pending in view of appeal filed by Company withSecurities Appellate Tribunal (SAT), Mumbai.

(VI) We further report that having regard to the size and nature of the company the Board of Directors of theCompany is duly constituted with proper balance of Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the year under reviewwere carried out in compliance with the provisions of the Act except that the terms of appointment ofManaging director and Whole-time directors, have been completed during the year, however, theyare continuing with their respective offices subject to approval by shareholders as well as the CentralGovernment as per Provisions of Section 196, 197 and Schedule V of Companies Act, 2013.

(VII) We further report that keeping in view the size and nature of the company, in our opinion adequate noticeswere given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sentin advance and a system exists for seeking and obtaining further information and clarifications on theagenda items before the meeting and for meaningful participation at the meeting.

(VIII) We further report that decisions were observed to be carried out by majority, however, we do not comeacross or explained with any instance of dissenting directors/members, whose views need to be separatelyrecorded in the minutes books as such.

(IX) We further report that there exist adequate systems and processes in the Company commensurate with thesize and operations of the Company to monitor and ensure compliance with applicable Laws, Rules,Regulations and Guidelines, however their functioning seems to be adversely affected due to financialtightness of the Company.

(X) We further report that during the financial year under review the Company has converted 7,27,500 sharewarrants into 7,27,500 equity shares that were issued on preferential basis to the promoters of the Companyand the Company complied with necessary provisions of the Act in this regard.

(XI) We further report that during the audit period, there were no instances of:

(i) Issue of Shares through Public / Rights / sweat equity/Preferential issue except as reported in Clause(X) above;

(ii) Redemption / buy-back of securities;

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(iii) Merger/ amalgamation / reconstruction etc.;

(iv) Foreign technical collaborations.

Our above report is subject to the following:

1. Maintenance of Secretarial Records is the responsibility of the management of the Company. Ourresponsibility is to express an opinion on the same;

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assuranceabout the correctness of the contents of the secretarial records. The verification was done on test basisto ensure that correct facts are reflected in secretarial records. We believe that the processes andpractices we followed, provide a reasonable basis for our opinion;

3. We have not verified the correctness and appropriateness of financial records and books of accountsof the Company and relied upon the Report of Statutory Auditors for the same.

4. Wherever required, we have obtained the Management Representation, in writing as well as verbal,about the compliance of Laws, Rules and Regulations and happening of events etc.;

5. The Compliance of the provisions of the Corporate and other applicable Laws, Rules, Regulations,Standards etc. is the responsibility of the management. Our examination was limited to the verificationof the same on test basis;

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor ofthe efficacy or the effectiveness with which the management has conducted the affairs of the Company.

7. The compilation of the Secretarial Audit Report and the above mentioned contents are without anybias and/ or prejudice.

FOR JPS & ASSOCIATESCOMPAY SECRETARIES

Sd/-Jaipur (Jai Prakash Sharma)August 26, 2015 Partner

C.P. No. 5161

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[ANNEXURE 5] – CORPORATE GOVERNANCE REPORT

Company’s Philosophy

Transparency and accountability are the two basic tenets of Corporate Governance. At Autolite, we feel proud tobelong to a Company whose visionary founders laid the foundation stone for good governance long back andmade it an integral principle of the business, as demonstrated in the words above.

Responsible corporate conduct is integral to the way we do our business. Our actions are governed by our valuesand principles, which are reinforced at all levels within the Company. At Autolite, we are committed to doingthings the right way which means taking business decisions and acting in a way that is ethical and is in compliancewith applicable legislation. Our Code of Business Principles is an extension of our values and reflects our continuedcommitment to ethical business practices across our operations. We acknowledge our individual and collectiveresponsibilities to manage our business activities with integrity. Our Code of Business Principles inspires us toset standards which not only meet applicable legislation but go beyond in many areas of our functioning.

The Board of Directors has adopted ‘Corporate Governance Code’ for the Company which is a statement ofpractices and the procedures to be followed by the Company. The copy of the code is available on Company’swebsite www.autopal.com.

1. The Board of Directors

The Board of Directors is entrusted with the ultimate responsibility of the management, general affairs,direction and performance of the Company and has been vested with requisite powers, authorities andduties. The Management Committee of the Company is headed by the Chairman & Managing Director,Whole-time Directors and has business / functional heads as its members, which look after the managementof the day-to-day affairs of the Company.

Composition

The Board is composed of the mixture of Executive, Non Executive and Independent Directors as requiredunder applicable legislation. As on March 31, 2015, the Board consists of (8) eight Directors comprising(4) four Independent Directors, (1) one Non Executive and Non Independent Director and (3) threeExecutive Directors. The Chairman being the Executive Director. The composition of the Board representsan optimal mix of professionalism, knowledge and experience and enables the Board to discharge itsresponsibilities and provide effective leadership to the business.

During the year Sh. Inder Bhan Soni was designated as the Chief Financial Officer of the Company.

The details of each member of the Board along with the number of Directorship(s) / CommitteeMembership(s)/Chairmanship(s) are provided herein below:

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Sl.No Name of the Category Board Attended Directorship CommitteeDirector Meeting Last in other Composition

Attended AGM companies Member Chairman

a) Sh. Mahipal Gupta Promoter, Chairman 7 YES NIL NIL NIL& ManagingDirector

b) Sh. Amit Mahipal Promoter & Whole- 5 YES 1 NIL NILGupta time Director

c) Sh. Adarsh Promoter & Whole- 3 YES 1 NIL NILMahipal Gupta time Director

d) Sh. S.P. Batra Independent & 8 YES NIL 1 1Non ExecutiveDirector

e) Sh. G.S. Das Independent & 8 NO NIL 3 1Non ExecutiveDirector

f) Sh. K.K. Gupta Non Executive 8 NO 2 2 NILDirector

g) Sh. R.S. Mehta Independent & 8 YES NIL 2 1Non ExecutiveDirector

h) Smt. Madhu Independent & 1 NA 1 NIL NILChoudhary Additional

Director

Board Meetings and attendance:

Eight Board Meetings were held during the Financial Year 2014-15 and the gap between two meetingsdid not exceed four months.

During the Financial Year ended 31st March, 2015 Board meetings were held on 29th May, 2014, 11th

June, 2014, 13th August, 2014, 29th September, 2014, 14th November, 2014, 15th January 2015, 14thFebruary, 2015 and 17th March, 2015.

The Separate meeting of Independent Directors was held on 17th March, 2015 without the attendance ofnon Independent Directors.

2. Committees of the Board

The Board Committees play a crucial role in the governance structure of the Company and have beenconstituted to deal with specific areas / activities which concern the Company and need a closer review.

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The Board Committees are set up under the formal approval of the Board to carry out clearly defined roleswhich are considered to be performed by members of the Board, as a part of good governance practice.The Board supervises the execution of its responsibilities by the Committees and is responsible for theiraction. The minutes of the meetings of all Committees are placed before the Board for review. The BoardCommittees can request special invitees to join the meeting, as appropriate. The Board has currentlyestablished the following statutory and non-statutory Committees.

I. Audit Committees

The Company’s Audit Committee comprises of (3) three Members. The Audit Committee is headed by Sh. S.P.Batra and has Sh. G.S. Das and Sh. K.K. Gupta as its members and Sh. Vishal Agarwal is acting as Secretary ofthe Committee. All the members of the Committee have relevant experience and expertise in financial matters.

The broad terms of reference of the Audit Committee are as follows:

a) overseeing the Company’s financial reporting process and disclosure of financial information to ensurethat the financial statements are correct, sufficient and credible;

b) reviewing and examination with management the quarterly financial results before submission to the Board

c) review management discussion and analysis of financial condition and results of operations;

d) scrutiny of inter-corporate loans and investments made by the Company;

e) reviewing with management the annual financial statements;

f) reviewing, approving or subsequently modifying any Related Party Transactions in accordance with theRelated Party Transaction Policy of the Company;

g) approving the appointment of Chief Financial Officer after assessing the qualifications, experience andbackground, etc. of the candidate;

h) recommending the appointment, remuneration and terms of appointment of Auditors viz., Statutory Auditor,Secretarial Auditor, Cost Auditor and Internal Auditor of the Company and approval for payment of anyother services;

i) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

j) reviewing management letters / letters of internal control weaknesses issued by the Statutory Auditors;

k) discussing with Statutory Auditors, before the audit commences, on the nature and scope of audit as wellas having post-audit discussion to ascertain area of concern, if any;

l) reviewing with management, Statutory Auditors and Internal Auditor, the adequacy of internal controlsystems;

m) reviewing the adequacy of Internal Audit function and discussing with Internal Auditor any significantfinding and

n) reviewing the progress of corrective actions on such issues;

o) evaluating internal financial controls and risk management systems;

p) valuating undertaking or assets of the Company, wherever it is necessary;

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q) reviewing the functioning of the Whistle Blowing Mechanism or Vigil Mechanism;

The meetings of Audit Committee are also attended by the Chief Financial Officer and Internal Auditor asspecial invitees. The Company Secretary acts as the Secretary to the Committee. The minutes of eachAudit Committee meeting are placed and confirmed in the next meeting of the Board. The Audit Committeealso meets the internal and external auditors separately, without the presence of Management representatives.

The Audit Committee met four times during the Financial Year ended 31st March, 2015 on 29th May,2014, 13th August, 2014, 14th November, 2014 and 14th February, 2015. All the members of the Committeeduly attended all the meetings held during the financial year ended on March 31, 2015.

II. Nomination and Remuneration Committee.

The Nomination and Remuneration Committee comprises Sh. R. S. Mehta as the Chairman and Sh. G.S Das andSh. K.K. Gupta as members of the Committee. In terms of Section 178 (1) of the Companies Act, 2013 andClause 49 of the Listing Agreement, the Nomination and Remuneration Committee should comprise of at leastthree Directors; all of whom should be Non-Executive Directors. At least half of the Committee members shouldbe Independent with an Independent Director acting as the Chairman of the Committee.

The broad terms of reference of the Nomination & Remuneration Committee are as follows:

a. Determine/ recommend the criteria for appointment of Executive, Non-Executive and Independent Directorsto the Board;

b. Determine/ recommend the criteria for qualifications, positive attributes and independence of Director;

c. Identify candidates who are qualified to become Directors and who may be appointed in the ManagementCommittee and recommend to the Board their appointment and removal;

d. Review and determine all elements of remuneration package of all the Executive Directors, i.e. salary,benefits, bonuses, stock options, pension etc;

e. Review and determine fixed component and performance linked incentives for Directors, along with theperformance criteria;

f. Determine policy on service contracts, notice period, severance fees for Directors and Senior Management;

g. Formulate criteria and carryout evaluation of each Director’s performance and performance of the Boardas a whole;

The Remuneration Committee also functions as the Compensation Committee as per SEBI guidelines onthe Employees’ Stock Option Scheme. The Company, however, has not yet introduced the Employees’Stock Option Scheme.

Nomination and Remuneration Policy

Remuneration to Executive Director

The appointment and remuneration to executive director or Whole time Director is governed by therecommendation of the Nomination and Remuneration Committee, resolutions passed by the board of theDirectors and shareholders of the company. Payment of remuneration to Executive Directors is governedby the respective Service Agreements executed between them and the Company. The remuneration package

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of the Chairman or whole time Director comprises of salary, Perquisites, Performance/ bonus, Commission,Contribution towards PF and Other Funds as approved by the shareholder at the General Meeting. Annualincrements are linked to the performance and are decided by the Nomination and Remuneration Committeeand recommended to the Board for the approval thereof.

The Nomination and Remuneration Policy is directed towards rewarding performance, based on reviewof achievements. It is aimed at attracting and retaining high caliber talent.

Presently, the Company does not have a scheme for grant of stock options for performance linked incentivesfor its Directors.

Details of remuneration paid to the Executive Director:-

(Rs. In Lacs)

Particulars Sh. Mahipal Sh. Amit Sh. AdarshGupta Mahipal Gupta Mahipal Gupta

Salary 33 33 NIL

Performance/Bonus Commission NIL NIL NIL

Contribution to PF & other funds 0.19 0.19 NIL

Other perquisites- Medical Expense 1.97 0.58 NIL

Total 35.16 33.77 NIL

No. and % of shares held by the Director 1318763 499374 458690as on March 31, 2015 12.46% 4.72% 4.33%

Remuneration to Non Executive Director

The non executive Directors are paid remuneration by way of sitting fees. The non Executive directors arepaid sitting fees for each meeting of Board or Committee of Directors attended by them. The total amountof sitting fees paid during the Financial Year 2014-15 was Rs. 259,000 (Rupees Two Lacs Fifty NineThousand Only). The Non executive Independent Directors do not have any material pecuniary relationshipor transaction with the Company.

Details of remuneration paid to the Non Executive Director:-

Name of the Director Sitting Fees for the year No. of shares heldended March 31, 2015 as on March 31, 2015

Sh. G.S. Das 82,000 NIL

Sh. R.S. Mehta 59,000 NIL

Sh. K.K. Gupta 54,000 NIL

Sh. S.P. Batra 59,000 NIL

Smt. Madhu Choudhary 5,000 NIL

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Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Boardhas carried out the annual performance evaluation of its own performance, the directors individually aswell as the evaluation of the working of the Board or Committees. A structured questionnaire was preparedafter circulating the draft forms, covering the various aspects of the Board’s functioning such as adequacyof the composition of the board and its committee, Board culture, execution and performance of specificduties, obligations and governance.

The performance evaluation of the Chairman and the Non independent Directors was carried out by theIndependent Directors. The Directors express their satisfaction with the evaluation process.

The Committee met two times during the Financial Year ended 31st March, 2015 on 13th August, 2014and 15th January, 2015. All the members of the Committee duly attended all the meetings held during thefinancial year ended on March 31, 2015.

III. Stakeholder’s Grievance Committee

The Stakeholders’ Grievance Committee is comprised of Sh. G.S. Das as the Chairman and Sh. R.S. Mehta asmembers and Sh. Vishal Agarwal as Ex Officio Officer cum Secretary of the Committee.

The role of Stakeholders’ Grievance Committee is as follows:

1. consider and resolve the grievances of shareholders of the Company with respect to transfer of shares,non-receipt of annual report, non-receipt of declared dividend, etc;

2. ensure expeditious share transfer process in line with the proceedings of the Share Transfer Committee;

3. evaluate performance and service standards of the Registrar and Share Transfer Agent of the Company;

4. provide guidance and make recommendations to improve investor service levels for the investors.

The Stakeholders’ Grievance Committee met four times during the Financial Year ended 31st March,2015 on 29th May, 2014, 13th August, 2014, 14th November, 2014 and 14th February, 2015.

The status of Complaints received during the year ended on March 31, 2015 is as follows:

Pending at the beginning No. of complaints Pending at theof the Year Received Resolved end of the Year

0 1 1 0

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3. General Body Meetings

(a) The details of Annual General Meetings held in last three years are as under :

FY ended Date & Time Venue Special Resolution Passed

31st March, 29th September, D-469, i) Authorising Board of Directors to apply for2014 2014 V.K.I. Area, Voluntary de-listing of shares of the Company from

Road No .9A Jaipur Stock Exchange Limited, Jaipur, Madras StockExchange, Chennai and Delhi Stock exchange Limited,New Delhi.

31st March, 14th September, D-469, i) Authorising Board of Directors to apply for2013 2013 V.K.I. Area, de-listing of shares of the Company from Jaipur

Road No .9A Stock Exchange Limited and/or Madras Stockexchange Limited.

ii) Increasing remuneration of Smt. Sneha Goel, whowas designated as Officer- Imports upto a limit ofRs. 1,00,000/-

iii) Issuing 11,25,0000 warrants convertible into equityshares on preferential basis to promoters.

31st March, 29th September, D-469, i) Authorising Board of Directors to apply for2012 2012 V.K.I. Area, de-listing of shares of the Company from Jaipur

Road No .9A Stock Exchange Limited and/or Madras Stockexchange Limited.

None of the Resolutions were passed through Postal Ballot.

(b) The details of Extra Ordinary General Meetings held in last three years are as under :


31st March, 15th April, D-469, i) To Issue 500000 Warrants Convertible into Equity2014 2014 V.K.I. Area, shares of the Company of Rs. 10/- each to the

Road No .9A promoters on preferential basis.

ii) To Issue 100000 Warrants Convertible into Equityshares of the Company of Rs. 10/- each to strategicinvestors on preferential basis.

iii) To increase Borrowing limits upto Rs. 60 Crores interms of Section 180 (1) (c) of the Companies Act,2013.

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iv) To grant approval from the Board of Directors toMortgage/ charge all or any part of immovable ormovable properties of the Company in terms ofSection 180 (1) (a) of the Companies Act, 2013

None of the Resolutions were passed through Postal Ballot.

4. Disclosures:-

• Whistle Blower Policy or Vigil Mechanism

The Code of Business Principles (CoBP) is the Company’s statement of values and represents thestandard of conduct which all employees are expected to observe in their business endeavors. TheCode reflects the Company’s commitment to principles of integrity, transparency and fairness. Itforms the benchmark against which the world at large is invited to judge the Company’s activities.The Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriateavenues to the Directors and employees to bring to the attention of the management any issuewhich is perceived to be in violation of or in conflict with the fundamental business principles ofthe Company. Alternatively, employees can also send written communications to the Company.The employees are encouraged to voice their concerns by way of whistle blowing and all theemployees have been given access to the Audit Committee. The Company Secretary is the designatedofficer for effective implementation of the policy and dealing with the complaints registered underthe policy. All cases registered under the Code of Business Principles and the Whistle BlowerPolicy of the Company, are reported to the Committee of Executive Directors and are subject to thereview of the Audit Committee.

• Related Party Transactions

None of the transactions with any related parties was in conflict with the interest of the Company.

• Affirmation and Disclosure

All the members of the Board and the Management Committee have affirmed their compliancewith the Code of Conduct as on 31st March, 2015 and a declaration to that effect, signed by theManaging Director and Chief Financial Officer (CFO), is attached below and forms part of thisReport. There were no materially financial or commercial transaction, between the Company andmembers of the Management Committee that may have a potential conflict with the interest of theCompany at large.

All details relating to financial and commercial transactions where Directors may have a pecuniaryinterest are provided to the Board and the interested Directors neither participate in the discussionnor vote on such matters.


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To the Shareholders of Autolite (India) Limited.

Sub: Compliance with the Code of Conduct

I hereby declare that all the Board members and the Senior Management personnel have affirmedCompliance with the Code of Conduct as adopted by the Board of Directors.

Sd/-

Date: August 26, 2015 Mahipal Gupta

Place: Jaipur Chairman & Managing Director

DIN: 00057619

• Secretarial Standards and Secretarial Audit Report

The Company is in compliance with relevant Secretarial Standards issued by the Institute of CompanySecretaries of India, which were recommendatory in nature and Company voluntarily decided toadhere to the same.

The Company has also undertaken Secretarial Audit for the year 2014-15 in compliance with theSection 204 of the Companies Act, 2013, and the Rules made under the Act. This Audit inter- aliacovers the audit of Companies Act, Listing Agreement and Regulations and Guidelines prescribedby the Securities and Exchange Board of India and Foreign Exchange Management Act, 1999 etc.The Secretarial Audit Report is forming part of this Annual Report.

• Chairman & Managing Director/CFO Certification

The Chairman & Managing Director and CFO have certified to the Board of Directors, inter- alia,the accuracy of financial statements and the adequacy of the Internal Controls for the Financialreporting purpose as required under Clause 49 of the Listing Agreement, for the Year ended March31, 2015. The said Certificate forms the part of the Annual Report

• Details of Non compliance by the Company, penalties, stricture imposed on the Company bythe Stock Exchange, SEBI or any statutory authorities on any matter related to capital markets.

The Company has complied with all the requirements of the Stock Exchanges/ the Regulations andguidelines of SEBI and other Statutory Authorities on all matters relating to Capital Markets. Nopenalties or strictures have imposed by SEBI, Stock Exchanges or any statutory authorities onmatters relating to capital markets during the last three years.

In relation to the matter of Re- statement of Financial Results for the Financial Year 2012-13 whichwas pending before Securities and Exchange Board of India, the Company has preferred an appealbefore Securities Appellate Tribunal (SAT) Mumbai against the decision of Securities and ExchangeBoard of India.

Further, the Company has received intimation from National Stock Exchange (NSE) that SEBI hadinformed the NSE that on the basis of deliberation at QARC, the qualifications made by the Auditors

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on the Balance sheet for the Financial Year 2013-14 were referred to Financial Reporting ReviewBoard (FRRB) of Institute of Chartered Accountants of India. The company had not received anycommunication from FRRB thereafter.

• Details of Compliance with mandatory requirement and adoption of the non- Mandatoryrequirement of this Clause

The details of mandatory requirements are mentioned in this Report and adoption of Non mandatoryrequirements is as under:

a. Reporting of Internal Auditor

5. Means of Communication/ Address for Correspondence

1. Quarterly results – which newspaper normally ‘Financial express’ (English) and ‘ Riwajpublished in Rajasthan Ki’ (Hindi)

2. Email id for Investor Grievances [email protected]

3. Website of the Company www.autopal.com

4. Registrar and Share Transfer Agent M/s MCS Transfeer Agent LimitedF-65, Okhla Industrial Area Phase-1,New Delhi- 110020Ph.: 011-41406149Email: [email protected]

5. Address of Registered office & Secretarial Department D-469, Road No 9A, VishwakarmaIndustrial Area, Jaipur 302013

6. General Share Holders Information

• Annual General Meeting for the financial year 2014-15

Date Tuesday, September 29, 2015

Venue D 469. V.K.I Area, Road no. 9A, Jaipur- 302013

Time 11.00 a.m.

Book Closure Date Wednesday September 23, 2015 to Tuesday September 29,2015 (both days inclusive)

Last Date of receiving Proxy Forms Saturday, September 26, 2015

Commencement of remote e-voting September 26, 2015 at 9.00 a.m. (IST)

End of remote e-voting September 28, 2015 at 5.00 p.m. (IST)

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• Listing on Stock Exchanges at :

The Equity Shares of the Company are listed at the following Stock Exchanges:

Sl. No Name of Stock Address Listing Fees Stock CodeExchanges Paid upto

1 Jaipur Stock Exchange Stock Exchange Building, 2004-05 15Ltd JLN Marg, Malviya Nagar,

Jaipur- 302017

2 Delhi Stock Exchange DSE House, 3/1 Asaf Ali Road, 2009-10 101023Ltd New Delhi- 110002

3 Madras Stock Exchange Stock Exchange Building, 2006-07 ATTLimited 11, Second Line Beach Post

Box No 183, Chennai 600001

4 BSE Limited PJ Towers, Dalal Street, 2015-16 500029Mumbai- 400023

5 National Stock “Exchange Plaza”, Bandra 2015-16 AUTOLITINDExchange of India Kurla Complex, Bandra (East)Limited Mumbai- 400051

• Tentative Calendar for the Financial Year 2015-2016

Sl.No Particulars of Quarter Tentative Dates

a) First Quarter Results ending June 30, 2015 By mid of August’ 2015

b) Second Quarter Results & Half Yearly Results By mid of November’ 2015ending September 30, 2015

c) Third Quarter Results & Nine months Results By mid of February’ 2016ending on December 31, 2015

d) Fourth Quarter & Annual Results ending on By end of May’ 2016March 31, 2016

• Share Transfer System

Share transfers are registered and returned by the Registrar and Share Transfer Agent within aperiod of 30 days from the date of receipt, if the documents are proper and completed in all respects.

• Registrar and Transfer Agents

M/s MCS Transfer Agent LimitedF-65, Okhla Industrial Area Phase-1, New Delhi- 110020Ph.: 011-41406149Email: [email protected]

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• Distribution of Share holding

The Shareholding Distribution as on 31st March, 2015 is as given below:

Sl.No No. of Equity Shares held Total Number of Percentage of

Shares Shareholders Shares Shareholders

1. 1-500 995798 7132 9.41 89.26

2. 501-1000 325694 400 3.08 5.01

3. 1001-2000 282158 186 2.67 2.33

4. 2001-3000 149384 59 1.41 0.74

5. 3001-4000 138923 39 1.31 0.49

6. 4001-5000 159269 34 1.51 0.43

7. 5001-10000 394564 54 3.73 0.67

8. 10001 and Above 8135451 86 76.88 1.07

Total 10581241 7990 100% 100%

• Market Price Data

Month Autolite at BSE BSE Sensex Autolite at NSE NSE Nifty

High Low High Low High Low High Low

April- 14 25.80 18.10 22939.31 22197.51 25.80 17.10 6869.85 6650.40

May-14 26.20 21.05 25375.63 22277.04 26.00 20.75 7563.50 6638.55

June-14 33.00 22.80 25725.12 24270.20 34.10 22.30 7700.05 7239.60

July-14 29.70 23.10 26300.17 24892.00 29.95 23.05 7840.95 7422.15

August-14 24.60 20.25 26674.38 25232.82 24.50 20.45 7968.25 7540.10

September-14 36.60 21.70 27354.99 26220.49 35.45 21.20 8180.20 7841.80

October-14 29.90 25.10 27894.32 25910.77 30.75 22.30 8330.75 7723.85

November-14 42.00 26.00 28822.37 27739.56 43.25 25.45 8617.00 8290.25

December-14 41.95 31.00 28809.64 26469.42 40.45 28.65 8626.95 7961.35

January-15 38.00 30.55 29844.16 26776.12 40.00 31.10 8996.60 8065.45

February-15 40.90 30.00 29560.32 28044.49 38.00 29.50 8941.10 8470.50

March-15 37.45 26.10 30024.74 27248.45 37.85 26.35 9119.20 8269.15

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• Address for Correspondence

Address of Registered office & Secretarial Department:D-469, Road No 9A, Vishwakarma Industrial Area,Jaipur 302023Ph.: 0141- 2333994

• Plant LocationD-469, Road No 9A, E-527-529, RIICO Industrial Area,Vishwakarma Industrial Area, Sitapura,Jaipur 302023 JaipurRajasthan RajasthanPh.: 0141- 2333994

• Outstanding GDRs/ADRs/ Warrants or any convertible instruments

As on date there are no GDRs/ ADRs / Warrants or any other instrument.

• Dematerialization of shares and liquidity

94.94% of the equity shares of the Company have been dematerialized as on March 31, 2015.The Company has entered into Agreements with National Securities Depository Limited andCentral Depositories Securities Limited.

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[ANNEXURE 6] – CHAIRMAN & MANAGING DIRECTOR/ CFO CERTIFICATION

To,The Board of DirectorsAutolite (India) Limited,Jaipur

This is to certify that:

a) We have reviewed financial statements and the cash flow statement for the financial year ended 31st

March, 2015 and based on our knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading;

ii. These statements together present a true and fair view of the Company’s affairs and are in compliancewith existing accounting standards applicable laws and regulations.

b) They are to the best of our knowledge and belief no transaction entered into by the Company during theyear, which are fraudulent, illegal or violet the Company’s Code of Conduct.

c) We accept responsibility for establishing and maintaining internal controls and that we have evaluated theeffectiveness of the internal control systems of the Company pertaining to the financial reporting and wehave disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of suchinternal controls, if any, of which we are aware and the steps they have taken or propose to take to rectifythese deficiencies.

d) We have indicated to the Auditors and the Audited committees:

i. significant changes in the internal control during the year.

ii. significant changes in the accounting policies during the year and that the same have been disclosedin the notes of the financial statements.

Jaipur Sd/- Sd/-

August 26, 2015 (Sh. Mahipal Gupta) (Sh. Inder Bhan Soni)Chairman and ManagingDirector Chief Financial Officer

DIN: 00057619

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[ANNEXURE 7] – CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

To,The Members ofAutolite (India) Limited,Jaipur

We have examined the compliance of conditions of corporate governance by Autolite (India) Limited (“theCompany”) for the year ended 31st March 2015, as stipulated in Clause 49 of the Listing Agreement entered intoby the said Company with the stock exchange.

The compliance of conditions of corporate governance is the responsibility of the management. Our examinationwas limited to procedures and implementation thereof adopted by the Company for ensuring the compliance ofthe conditions of the corporate governance. It is neither an audit nor an expression of opinion on the financialstatement of the Company.

In our opinion and to the best of our information and according to the explanations given to us we certify that theCompany has complied with the conditions of corporate governance as stipulated in the above-mentioned ListingAgreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or the effectiveness with which the management has conducted the affairs of the Company.

FOR H.C. Garg & Co.Chartered Accountants

FRN 000152C

Jaipur Sd/-

August 26, 2015 (Madhukar Garg)Proprietor

M No. 070162

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INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF AUTOLITE (INDIA)LIMITED

Report on the Financial Statements

We have audited the accompanying financialstatements of AUTOLITE (INDIA) LIMITED (“theCompany”), which comprise the Balance Sheet as at31st March, 2015, the Statement of Profit and Loss,the Cash Flow Statement for the year then ended, anda summary of the significant accounting policies andother explanatory information.

Management’s Responsibility for the FinancialStatements

The Company’s Board of Directors is responsible forthe matters stated in Section 134(5) of the CompaniesAct, 2013 (“the Act”) with respect to the preparationof these financial statements that give a true and fairview of the financial position, financial performanceand cash flows of the Company in accordance with theaccounting principles generally accepted in India,including the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014. This responsibilityalso includes maintenance of adequate accountingrecords in accordance with the provisions of the Actfor safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities;selection and application of appropriate accountingpolicies; making judgments and estimates that arereasonable and prudent; and design, implementationand maintenance of adequate internal financialcontrols, that were operating effectively for ensuringthe accuracy and completeness of the accountingrecords, relevant to the preparation and presentationof the financial statements that give a true and fair viewand are free from material misstatement, whether dueto fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on thesestandalone financial statements based on our audit. Wehave taken into account the provisions of the Act, theaccounting and auditing standards and matters whichare required to be included in the audit report underthe provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with theStandards on Auditing specified under Section 143(10)of the Act. Those Standards require that we complywith ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether thefinancial statements are free from material mis-statement.

An audit involves performing procedures to obtainaudit evidence about the amounts and the disclosuresin the financial statements. The procedures selecteddepend on the auditor’s judgment, including theassessment of the risks of material misstatement of thefinancial statements, whether due to fraud or error. Inmaking those risk assessments, the auditor considersinternal financial control relevant to the Company’spreparation of the financial statements that give a trueand fair view in order to design audit procedures thatare appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of theaccounting policies used and the reasonableness of theaccounting estimates made by the Company’sDirectors, as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basisfor our qualified audit opinion on the financialstatements.

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Basis for Qualified Opinion

(i) As detailed in Note No. 45 of FinancialStatements, In the absence of information,no impact has been taken in books forDeferred Tax Assets/Liabilities,

(ii) As detailed in Note No. 46 of FinancialStatements regarding claim for ExportIncentive on estimated basis for Rs 308.68Lacs,

(iii) As detailed in Note No. 47 of FinancialStatements regarding Rs 610.99 Lacs beingadvance against supplies to a company whichis registered as Sick Unit with Board forIndustrial and Financial Reconstructionagainst which no provision has been madein books,

(iv) As detailed in Note No. 48 of FinancialStatements regarding claim receivable onestimated basis for Rs 90.00 Lacs,

(v) As detailed in Note No. 2 (viii) and Note No.49 of Financial Statements regardingDeferred Revenue Expenditure for Rs.199.40 Lacs not written off during the year,

Accordingly Net Profit and Shareholder’s fundwould have been reduced by Rs 1209.07 Lacs. OtherNon-Current Assets and Long Term Loans &Advances would have been reduced by Rs. 598.08Lacs and 610.99 Lacs respectively.

Qualified Opinion

In our opinion and to the best of our informationand according to the explanations given to us,except for the effects and possible effects of thematter described above (i) to (v) in the basis forqualified opinion paragraph, the financialstatements give the information required by the Actin the manner so required and give a true and fairview in conformity with the accounting principlesgenerally accepted in India, of the state of affairs

of the company as at March 31, 2015, and its profitand its cash flows for year ended on that date.

Emphasis of Matter

We draw attention to Annexure to the Auditor’s ReportPara No. vii(a) that the company is not regular indepositing its statutory dues with appropriateauthorities. Our opinion is not qualified in respect ofthis matter.

Report on Other Legal and RegulatoryRequirements

As required by the Companies (Auditor’s Report)Order, 2015 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (11) ofSection 143 of the Companies Act 2013, we give inthe Annexure a statement on the matters specified inparagraphs 3 and 4 of the Order, to the extentapplicable.

As required by Section 143(3) of the Act, we reportthat:

(a) we have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurpose of our audit;

(b) in our opinion proper books of account asrequired by law have been kept by the Companyso far as it appears from our examination ofthose books;

(c) the Balance Sheet, the Statement of Profit andLoss and the Cash Flow Statement dealt withby this Report are in agreement with the booksof account;

(d) Except for the effects and possible effects ofthe matter described in the basis for qualifiedopinion paragraph, in our opinion, theaforesaid financial statements comply withthe Accounting Standards specified underSection 133 of Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014 except for

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AS-9 (Revenue Recognition) and AS-29(Provisions, Contingent Liabilities andContingent Assets) as detailed in Note No.46, 47 and 48 of Balance Sheet, AS-22(Accounting for Taxes on Income) as detailedin Note No. 45 of Balance Sheet, AS-26(Intangible Assets) as detailed in Note No.2(viii) and Note No.49 of Balance Sheet;

(e) on the basis of written representation receivedfrom Directors as on 31st March, 2015 taken onrecord by the Board of Directors, none of thedirectors is disqualified from being appointedas a director in terms of Section 164(2) of theAct ; and

(f) With respect to the other matters to be includedin the Auditor’s Report in accordance withRule11 of the Companies (Audit and Auditors)Rules, 2014, in our opinion and to the best of

PLACE : JAIPURDATED : 30-05-2015

our information and according to theexplanations given to us ;

(i) The Company has disclosed the impact ofpending litigation on its financial positionin its financial statements – refer NoteNo. 21(i) to the financial statements;

(ii) The Company did not have any long-termcontracts including derivative contracts forwhich there were any material foreseeablelosses; and

(iii) There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fund bythe Company.

For H.C. GARG & COMPANYChartered Accountants

FRN - 000152C

Sd/-(MADHUKAR GARG)

PROPRIETORM. No. 070162

ANNEXURE TO THE AUDITORS’ REPORTFor the Year Ended on 31st March, 2015

Referred to in Para ‘Report on Other Legal andRegulatory Requirements’ in our Report of evendate:

(i) (a) The Company has maintained properrecords showing full particulars, includingquantitative details and situation of fixedassets.

(b) These fixed assets have been physicallyverified by the management during the yearat reasonable intervals. No materialdiscrepancies were noticed on suchverification.

(ii) (a) The inventory excluding stocks with thirdparties has been physically verified by the

Management during the year. In respect ofinventory lying with third parties, thesehave substantially been confirmed by them.In our opinion, the frequency of verificationis reasonable.

(b) In our opinion, the procedures of physicalverification of Inventory followed by theManagement are reasonable and adequatein relation to the size of the Company andnature of its business.

(c) On the basis of our examination of theinventory records, in our opinion, theCompany has maintained proper records ofinventory. The discrepancies noticedbetween the physical stocks and the booksrecord were not material

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(iii) The Company has granted loans, secured orunsecured to companies, firms or other partiescovered in the register maintained under section189 of the Companies Act 2013 and ;

(a) The Company is not regular in recovery ofprincipal and interest in respect of loansgiven;

(b) Reasonable steps have not been taken bythe Company for recovery of the principaland interest.

(iv) In our opinion and according to information andexplanations given to us, there is an adequateinternal control system commensurate with thesize of the Company and the nature of thebusiness for the purchase of inventory and fixedassets and for the sale of goods. Further, thereis no continuing failure to correct majorweaknesses in internal control system.

(v) As informed to us the company has not acceptedany deposits under the provisions of Section 73to 76 or any other relevant provisions of theAct and the Rules framed thereunder.

(vi) The Central Government has prescribedmaintenance of Cost records under sub-section(1) of Section 148 of the Companies Act, 2013in respect of manufacturing activity of theCompany. We have broadly reviewed theaccounts and records of the Company in this

connection and are of the opinion, that primafacie, the prescribed accounts and records havebeen made and maintained. We have not,however, carried out a detailed examination ofthe same with a view to determine whether theyare accurate or complete.

(vii) (a) According to the books and records asproduced and examined by us inaccordance with the generally acceptedAuditing practices in India and also basedon management representations, theCompany is not regular in depositingundisputed statutory dues. However, thereis no undisputed statutory dues as at31.3.2015 outstanding for a period of morethan six months from the date they becomepayable except bonus for Rs. 10.90 Lacs.

(b) According to information and explanationsgiven to us and records of the Companyexamined by us, there have been nodisputed dues which have not beendeposited with the respective authorities inrespect of Wealth Tax, Service Tax, SalesTax, Custom Duty, Value Added Tax andCess. The particulars of dues of Income Taxand duty of Excise as at 31st March, 2015which have not been deposited on accountof dispute are as follows: -

Name of Statute Nature of Dues Amount Forum where dispute is pending(Rs. in Lacs)

1. Central Excise Act Excise Duty 3.53 High Court, Jaipur242.78 Commissioner, Central Excise, Jaipur10.73 Central Excise & Service

Tax Appellate Tribunal, New Delhi70.28 Commissioner (Appeals),

Central Excise, Jaipur.

2. Income Tax Act Income Tax 138.29 Commissioner of Income Tax(Appeals)

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(c) The amount required to be transferred toInvestor Education And Protection Fund inaccordance with the relevant provisions ofthe Companies Act,1956 (1 of 1956) andRules made there under has beentransferred to such fund within time.

(viii) The accumulated losses of the Company as perBalance Sheet as at 31.3.2015 are less than fiftyper cent of its net worth. The Company hasneither incurred cash losses in financial yearended on 31.3.2015 nor it has incurred cashlosses in immediately preceding financial year.

(ix) According to the information and explanationsgiven to us, the Company has not defaulted inrepayment of dues to financial institutions,banks or debenture holders.

(x) In our opinion and according to the information

and explanation given to us, the Company hasnot given any guarantee for loans taken by othersfrom banks or financial institutions during theyear. Accordingly, the provisions of Clause 3(x)of the Order are not applicable to the Company.

(xi) In our opinion and according to the informationand explanation given to us, the Term Loanshave been applied for the purpose for which theywere obtained.

(xii) During the course of our examination of thebooks and records of the Company, carried outin accordance with the generally acceptedauditing practice in India, and according to theinformation and explanations given to us, wehave neither come across any instance ofmaterial fraud on or by the Company, noticedor reported during the year nor have we beeninformed of any such case by the Management.

For H.C. GARG & COMPANYChartered Accountants

FRN - 000152C

Sd/-(MADHUKAR GARG)

PROPRIETORM. No. 070162

PLACE : JAIPURDATED : 30-05-2015

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BALANCE SHEET AS AT 31ST MARCH, 2015S.No. PARTICULARS Note No As at 31st MARCH, As at 31st MARCH,

2015 (Rs. in Lacs) 2014 (Rs. in Lacs)I Equity and Liabilities1 Shareholders’ Fundsa Share Capital 3 1,058.85 986.10b Reserves and Surplus 4 2,323.81 2,306.76c Money received against share warrants 4.50 25.472 Share Application Money pending allotment – –3 Non-Current Liabilitiesa Long-term borrowings 5 1,427.74 469.08b Deferred tax liabilities (Net) – –c Other Long- term liabilities – –d Long-term provisions 6 206.44 174.824 Current Liabilitiesa Short-term borrowings 7 683.26 655.47b Trade payables 8 1,228.23 1,125.25c Other current liabilities 9 1,238.83 1,925.80d Short-term provisions 10 84.06 78.29

Total 8.255.72 7,747.04II Assets1 Non-current assetsa Fixed Assets 11i Tangible assets 2,028.15 1,986.34ii Intangible assets 7.59 24.00iii Capital work-in-progress – –iv Intangible assets under development – –b Non-current investments 12 88.69 88.69c Deferred tax assets (Net) – –d Long-term loans and advances 13 991.96 954.21e Other non-current assets 14 774.27 631.242 Current Assetsa Current investments 15 51.50 –b Inventories 16 1,216.97 1,068.18c Trade receivables 17 2,266.16 2,094.73d Cash and Bank Balances 18 91.56 161.32e Short-term loans and advances 19 738.43 667.68f Other current assets 20 0.44 70.65

Total 8,255.72 7,747.04

The Notes No. 1 to 56 are an integral part of these Financial Statements

For H. C. Garg & Co.Chartered Accountants

FRN-000152C

Sd/-(M. P. Gupta)

Chairman & Managing Director(DIN : 00057619)

Sd/-(Adarsh Mahipal Gupta)

Director(DIN : 00855511)

Sd/-(I.B. Soni)

Chief Financial Officer

Sd/-(Madhukar Garg)

ProprietorM.No. 070162

Sd/-(Pawan Agarwal)

Chief Manager (Accounts)

Sd/-(Vishal Agarwal)Company Secretary

As per our Separate Report of even date attached

Place : JaipurDate : 30.05.2015

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STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH 2015PARTICULARS Note No For the year ended For the year ended

31st March, 2015 31st March, 2014(Rs. in Lacs) (Rs. in Lacs)

I Revenue from operations (Gross) 23 12,834.48 12,167.63Less: Excise duty (684.29) (814.65)Revenue from operations (Net) 12,150.19 11,352.98

II Other Income 24 124.66 171.81III Total Revenue (I+II) 12,274.85 11,524.79IV Expenses:

Cost of materials consumed 25 5,346.58 5,410.21Purchases of Stock-in-Trade 3,553.58 2,782.31Changes in inventories of finished goods 26 (171.46) (203.83)work-in-progress and Stock-in-TradeEmployee benefits expenses 27 1,087.26 989.26Finance costs 28 500.20 304.60Depreciation and amortization expenses 29 203.76 345.51Other expenses 30 1,702.18 1,816.24Total Expenses 12,222.10 11,444.30

V Profit before exceptional and extraordinary 52.75 80.49items and tax (III-IV)

VI Exceptional items – –VII Profit before extraordinary items and tax (V-VI) 52.75 80.49VIII Extraordinary items – –IX Profit before tax (VII-VIII) 52.75 80.49X Tax expense

(1) Current tax 31 17.42 17.35(2) Deferred tax – –

XI Profit/(Loss) for the period from 35.33 63.14continuing operations (1X-X)

XII Profit/(Loss) from discontinuing operations – –XIII Tax expense of discontinuing operations – –XIV Profit/(Loss) from Discontinuing – –

operations (after tax) (XII-XIII)XV Profit/(Loss) for the period (X+XIV) 35.33 63.14XVI Earnings per equity share: {Nominal value per share Rs.10/-} 35

(1) Basic 0.35 0.67(2) Diluted 0.34 0.66

The Notes No. 1 to 56 are an integral part of these Financial Statements


FRN-000152C

Sd/-(M. P. Gupta)




Sd/-(I.B. Soni)


Sd/-(Madhukar Garg)


Sd/-(Pawan Agarwal)





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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARENDED 31st MARCH 2015

1. GENERAL INFORMATION:

Autolite (India) Limited, Jaipur, is a manufacturerand Exporter of Automotive Head lamps andHalogen lamps. Company’s product is exportedto more than 50 countries. Company is supplyingits product to leading OEM i.e Tata Motors,Mahindra & Mahindra, Swaraj Mazda, EscortYamaha, Ashoka Leyland, V.E Commercial, etc.and supplying in India in replacement marketthrough its Dealer Distributors Network.Company has been awarded “STAR EXPORTHOUSE” status by Ministry of Commerce,Government of India. The company’s equityshares are actively traded on the Bombay StockExchange Ltd. and National Stock Exchange Ltd.

2. SUMMARY OF SIGNIFICANTACCOUNTING POLICIES:

(i) BASIS OF PREPARATION:

These financial statements have beenprepared in accordance with the generallyaccepted accounting principles in India underthe historical cost convention on accrualbasis. These financial statements have beenprepared to comply in all material aspectswith the accounting standards notified underSection 133 of the Companies Act 2013, readwith Rule 7 of The Companies (Accounts)Rules, 2014.

All assets and liabilities have been classifiedas current or non-current as per theCompany’s normal operating cycle and othercriteria set out in the Schedule III to theCompanies Act, 2013.

(ii) TANGIBLE ASSETS

All tangible assets are stated in the BalanceSheet at Cost. The Company capitalizes all

costs related to fixed assets acquisitions andinstallations.

(iii) INTANGIBLE ASSETS

Business Application Software intended forLong Term use is recorded at acquisition cost.These softwares are amortized over theirestimated useful life of 30 months.

(iv) DEPRECIATION

(a) Depreciation on Fixed Assets is providedto the extent of Depreciable amount onthe Written down value (WDV) methodfor Headlamp Divison and on straightline method (SLM) for Haologen LampUnit, Bulb & Capsule Division. 100%EOU Unit,Dies & Mould Division &Machie Building Division on single shiftbasis. Depreciation is provided based onuseful life of the Assets as prescribed inpart C of Schedule II to the CompaniesAct 2013 .

(b) Depreciation on addition & deletionduring the year has been provided on pro-rata basis with reference to the date ofaddition & deletion.

(c) From the date Schedule II of thecompanies Act,2013 comes into effect,the carrying amount of the assets as onthe date after retaining the residualvalue:-

(i) has been depreciated over theremaining useful life of the asset asper this Schedule .

(ii) has been recognized in the openingbalance of retained earnings wherethe remaining useful life of asset isNIL.

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(d) No depreciation is provided on FreeholdLand, Lease hold land.

(v) INVENTORIES

(a) Raw Material, Stores & Spares, Work inProcess are valued at landed cost or netrealizable value, whichever is lower

(b) Finished goods are valued at Cost or Netrealizable value, whichever is lower.

(c) The cost of imported Raw Materialincludes custom duties and other directexpenditure.

(d) Inventories have been valued on first infirst out basis.

(vi) FOREIGN EXCHANGE TRANSACTION

(a) Export sales are accounted for at theactual rates prevailing at the time oftransaction.

(b) Expenditure in Foreign Currency isaccounted for at the rates prevailing onthe date of transaction.

(c) Cost of Imported material is convertedto Indian Currency at the rate prevailingon the date of debiting such transactionby the Bank.

(d) Current Assets and Current Liabilities areaccounted for at the rates prevailing asat the Balance sheet date.

(vii) REVENUE RECOGNITION

Local Sales:

Sales are inclusive of Excise Duty butexclusive of Sales Tax and Trade Discount.Sales is inclusive of inter-unit transfer whichis Rs. 2148.34 Lacs (Rs.1191.39 Lacs)

Export Sales:

Export Sales are inclusive of Freight &Insurance wherever the terms are of CIF/C&Fbasis.

Export Sales are accounted on the date ofremoval of goods from Factory.

Other Income:

Interest income is recognized on a timeproportion basis taking into account theamount outstanding and the rate applicable.

Income from duty drawback and Exportincentives are recognized on accrual basis.

Dividend income is recognized when the rightto receive dividend is established.

(viii) DEFERRED REVENUEEXPENDITURE

Expenditure in respect of New Export MarketDevelopment through participation in‘Foreign Trade Fair’, New ProductDevelopment and Technical Know how aretreated as deferred revenue expenditure uptoFinancial Year 2012-13 and are amortized insubsequent five years.

(ix) EMPLOYEE BENEFITS

(1) The Company has Defined ContributionPlan for its Employees RetirementBenefits comprising of Provident Fundand Employees State Insurance Fund.The Company and eligible employeesmake monthly contribution to the abovementioned funds at a specifiedpercentage of the covered employee’ssalary. The Company recognizes itscontributions as expenses of the year inwhich the liability is incurred.

(2) The Company has Defined Benefit Plancomprising of Gratuity Fund and LeaveEncashment. The liability for Gratuityand Leave Encashment is determined onthe basis of independent actuarialvaluation done at year end. There areno Plan Assets in respect of the above asboth are non-funded.

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(3) Group Accident Policy

The Company has taken a policy fromBajaj Allianz General Insurance Co.Limited to cover those employees whichare not covered in E.S.I.C Act. Premiumpaid/payable during the year is chargedto Profit and Loss Account.

(x) INVESTMENTS

Investments are valued at cost. Provision fordiminution in the value of long terminvestments is made, only if such decline isother than temporary.

(xi) TAXATION

Income tax expenses comprise current tax anddeferred tax charge or credit. Provision forcurrent tax is made on the assessable incomeat the tax rate applicable to the relevantassessment year. The deferred tax asset anddeferred tax liability is calculated by applyingtax rate and tax laws that have been enactedby the balance sheet date. Deferred tax assetsarising mainly on account of brought forwardlosses and unabsorbed depreciation under taxlaws are recognized, only if there is a virtualcertainty of its realization supported byconvincing evidence. Deferred tax assets onaccount of other timing differences arerecognized, only to the extent there is areasonable certainty of its realizations. Ateach Balance Sheet date, the carrying amountof deferred tax assets is to be reviewed toreassure realization.

(xii)LEASE TRANSACTION

For assets taken on operating lease, leaserentals payable are charged to revenue.

(xiii) BORROWING COSTS

Borrowing cost on working capital is chargedagainst the Profit/Loss for the year in whichit is incurred. Borrowing cost that isattributable to the construction/acquisition of

fixed assets are capitalized as part of the costof these capitalized assets till the date ofcompletion of physical construction/mechanical completion of the assets.

(xiv) IMPAIRMENT OF ASSETS

The carrying amount of assets are reviewedat each Balance Sheet date if there is anyindication of impairment based on internal/external factors. An Asset is treated asimpaired when the carrying amount of theasset exceeds the recoverable amount. Animpairment loss is charged to the Profit andLoss Account in the year in which an asset isidentified as impaired. The impairment lossrecognized in prior accounting periods isreversed if there has been change in theestimate of the recoverable amount.

(xv) PROVISIONS, CONTINGENTLIABILITIES AND CONTINGENTASSESTS

The Company recognizes a provision wherethere is a present obligation as a result of apast event that probably requires an outflowof resources and a reliable estimate can bemade of the amount of the obligation. Adisclosure for a contingent liability is madewhen there is a possible obligation or apresent obligation that may, but probably willnot, require an outflow of resources. Wherethere is a possible obligation or a presentobligation that the likelihood of outflow ofresources is remote, no provision ordisclosure is made. Contingent assets areneither recognized nor disclosed. Provisions,contingent liabilities and contingent assets arereviewed at each balance sheet date.

(xvi) CASH AND CASH EQUIVALENTS

In the cash flow statement, cash and cashequivalents includes cash in hand, demanddeposits with banks, other short-term highlyliquid investments with original maturitiesof three months or less.

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PARTICULARS As at 31st March, As at 31st March,2015 (Rs. in Lacs) 2014 (Rs. in Lacs)

3. SHARE CAPITALAuthorised:

3,00,00,000 Equity Share of Rs.10/- each 3,000.00 3,000.00

1,00,00,000 Redeemable preference shares of Rs.10/- each 1,000.00 1,000.00

Issued ,Subscribed and Paid Up:105,81,241 (98,53,741) Equity Shares of Rs.10/- each 1,058.12 985.37

Add: Share Forfeiture 0.73 0.73

T O T A L 1,058.85 986.10

(a) Reconciliation of number of shares

Equity Shares :-

Particulars No.of Shares No.of SharesAs at 31.03.2015 As at 31.03.2014

Balance as at the beginning of the year 98,53,741 94,56,241 985.37 945.62

Add: Shares issued during the year 7,27,500 3,97,500 72.75 39.75

Balance as at the end of the year 1,05,81,241 98,53,741 1,058.12 985.37

Add: Share Forfeiture – – 0.73 0.73

1,058.85 986.10

(b) Rights, preferences and restrictions attached to shares

Equity Shares: The Company has one class of equity shares havinga par value of Rs.10/- per share. Each Shareholder is eligible forone vote per share held. The dividend proposed by the Board ofDirectors is subject to the approval of the shareholders in theensuing Annual General Meeting, except in case of interimdividend. In the event of liquidation, the equity shareholders areeligible to receive the remaining assets of the Company afterdistribution of all preferential amounts in the proportion to theirshare holding.

(c) Details of Shares held by shareholders holding more than 5%of the aggregate Shares in the Company.

No.of Shares No.of SharesAs at 31.03.2015 As at 31.03.2014

(1) M.P.Gupta 1318763 (12.46%) 1318763 (13.38%)

(2) Autopal Marketing Pvt Ltd 593400 (5.61%) 593400 (6.02%)

(3) Autopal Glass Pvt Ltd 590000 (5.58%) 590000 (5.99%)

(4) Amit Mahipal Gupta – (–) 496677 (5.04%)

(5) Usha Gupta 696475 (6.58%) – (–)

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4. RESERVES AND SURPLUSCapital Reserve

Balance as at the beginning of the year 814.56 814.59

Less: Transfer to Statement of Profit and Loss – 0.02

Less: Transfer to General Reserve 0.17 –

Balance as at the end of the year 814.39 814.57

Capital Redemption Reserve 25.00 25.00

Securities Premium account

Balance as at the beginning of the year 3,649.05 3,633.14

Add: Received on conversion of share warrants in equity shares 29.10 15.91

Balance as at the end of the year 3,678.15 3,649.05

General Reserves 496.05 496.05

Add: Transfer from Capital Reserve 0.17 –

Balance as at the end of the year 496.22 496.05

Utilized Investment Allowance Reserve 3.39 3.39

Utilized Export Development Reserve 1.21 1.21

Debit balance in the statement of profit and loss

Balance as at the beginning of the year (2,682.51) (2,745.65)

Add: Impact of transitional provisions of Schdule II– Depreciation 47.37 –

Less: Profit for the year 35.33 63.14

Balance as at the end of the year (2,694.55) (2,682.51)

T O T A L 2,323.81 2,306.76


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5. LONG-TERM BORROWINGSSecured:

Term Loans :-

From Banks :-

Working Capital demand Loans from Kotak Mahindra – –Bank Limited Account No 0271TL0100000012

Terms of Repayment :- Repayable in 36 equal monthlyinstallments beginning from 25/11/2011Working Capital demand Loans from Kotak MahindraBank Limited Account No 0271TL0100000117 54.43 72.89

Terms of Repayment :- Repayable in 60 equal monthlyinstallments beginning from 25/07/2013

Working Capital demand Loans from Kotak Mahindra Bank LimitedAccount No 0271TL0100000182 127.23 –

Terms of Repayment :- Repayable in 36 equal monthlyinstallments beginning from 15/01/2015

Nature of security

1. Secured by way of First and exclusive charge on all existingand future current assets/ movable assets and plant andmachinery of the Company 2.Secured by way of equitablecharge on the land & building situated at VKI Area Jaipur

From Others: -

1. Tata Capital Financial Services Limited – 250.00

Terms of Repayment : Repayable in 56 monthly installmentsalong with interest after a moratorium of 4 months beginningfrom 20/07/2013

Nature of security : First paripassu charge on land andbuilding situated at E-527 to 529 RIICO Industrial Area,Sitapura, Jaipur with SIDBI in the name of the borrowerhaving a market value of Rs. 20.62 crores and irrevocable &unconditional personal guarantee of Shri Amit Mahipal Guptaand Shri Adarsh Mahipal Gupta

Religare Finvest Limited SME Loan A/c No. XSMEJAI00053349 1,147.52 –

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Terms of Repayment : Repayable in 120 monthlyinstallments along with interest after a moratorium of1 months beginning from 01/08/2014

Nature of security : First paripassu charge on land andbuilding situated at E-527 to 529 RIICO Industrial Area,Sitapura, Jaipur in the name of the borrower and irrevocable& unconditional personal guarantee of Shri Adarsh Mahipal Gupta

2. Electronica Finance Limited Account No 114-017469-000201-01 52.09 68.99

Terms of Repayment : Repayable in 59 equal monthlyinstallments beginning from 15/06/2012

Nature of Security: Secured by hypothecation of machinespurchased and personal guarantee of Shri Adarsh Mahipal Gupta

3. Electronica Finance Limited Account No. 114-017469-000201-03 30.61 38.47


Nature of Security: Secured by hypothecation of machinespurchased and personal guarantee of Shri Adarsh Mahipal Gupta

4. Kotak Mahindra Prime Limited vehicle loan account no CF6070345 – 0.73


5. Kotak Mahindra Prime Limited vehicle loan account no CF5890409 – –




7. Kotak Mahindra Prime Limited vehicle loan account no CF7855289 – –



Nature of security : Vehicle Term Loan are secured by wayof hypothecation of vehicle financed by Kotak Mahindra Prime Limited

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9. Volkswagen Finance Car Loan Account No. 20131039854 1.12 2.89


Nature of security : Vehicle Term Loan are secured by wayof hypothecation of vehicle financed by Volkswagen FinancePrivate Limited

10. Kotak Mahindra Prime Ltd. Vehicle loan Account No CF9816600 1.28 2.99


Nature of security : Vehicle Term Loan are secured by wayof hypothecation of vehicle financed byKotak Mahindra Prime Limited

Term Loans :-

From Others: -

Religare Finvest Limited SME Loan A/c No. XSMEJAI00042068 – –

Terms of Repayment : Repayable in 24 Equal Monthlyinstallments starting from 01/07/2012

Religare Finvest Limited SME Loan A/c No. XSMEJAI00049731 13.46 30.95

Terms of Repayment : Repayable in 36 Equal Monthlyinstallments starting from 01/12/2013

Nature of Security : Unsecured

T O T A L 1,427.74 469.08

6. LONG TERM PROVISIONSProvision for Employees Benefits :-

Gratuity 174.43 148.70

Leave encashment 32.01 26.12

T O T A L 206.44 174.82


(68)


7. SHORT -TERM BORROWINGSSecured :-

Packing Credit Limit from Kotak Mahindra Bank Limited 599.99 600.00

Overdraft from Kotak Mahindra Bank Limited 47.69 55.47

Nature of security :

1. Secured by way of First and exclusive charge on all existing andfuture current assets/ movable assets and plant and machinery ofthe Company 2.Secured by way of equitable charge on the land& building situated at VKI Area Jaipur

Overdraft from ICICI Bank Limited 35.58 –

Nature of security :

1. Secured against Units of Tata Income Fund Plan

T O T A L 683.26 655.47

8. TRADE PAYABLESa) Dues of micro, small & medium enterprises ( Refer Note 37 ) – –

b) Others 1,228.23 1,125.25

T O T A L 1,228.23 1,125.25

9. OTHER CURRENT LIABILITIESCurrent maturities of long-term debts (Refer Note 5 also):-

Secured:

Term Loans :-

From Banks :-

Working Capital demand Loan from Kotak Mahindra Bank Limited – 47.51Account No 0271TL0100000012

Working Capital demand Loan from Kotak Mahindra Bank Limited 18.85 16.44Account No 0271TL0100000117

Working Capital demand Loan from Kotak Mahindra Bank LimitedAccount No 0271TL0100000182 59.12 –

From financial institutions :-

Small Industries Development Bank of India – 311.58


(69)


Terms of Repayment : Repayable after 90 days fromthe date of bill discounting

Nature of Security: Secured by way of equitable mortgage of allimmovable properties of the borrower both present and futureincluding factory shed ,building and structure theron situated atE-527 to 529, RIICO Industrial Area, Sitapura, Jaipur along withTata Capital Financial Services Limited on pari passu basis

From Others :-

Tata Capital Financial Services Limited – 85.73

Religare Finvest Limited SME Loan A/c No. XSMEJAI00042068 – 14.57

Religare Finvest Limited SME Loan A/c No. XSMEJAI00049731 17.48 13.57

Religare Finvest Limited SME Loan A/c No. XSMEJAI00053349 64.51 –

Electronica Finance Limited 114-017469-000201-01 16.74 14.46

Electronica Finance Limited 114-017469-000201-03 7.86 6.87

Kotak Mahindra Prime Limited vehicle loan account No CF6070345 0.73 2.76

Terms of Repayment : Repayable in 60 equal monthlyinstallments beginning from 17/06/2010Kotak Mahindra Prime Limited vehicle loan account No CF5890409 – 0.92


Kotak Mahindra Prime Limited vehicle loan account No CF6041965 0.22 2.57


Kotak Mahindra Prime Limited vehicle loan account No CF7855289 – 4.42


Kotak Mahindra Prime Limited vehicle loan account no CF8206420 0.95 2.64


Kotak Mahindra Prime Limited vehicle loan account no CF9816600 1.72 1.51


(70)



Kotak Mahindra Prime Limited vehicle loan – 1.05account No CF9422360 for re-finance


Nature of security : Term Loan from others are secured by way ofhypothecation of vehicle financed by them.


Terms of Repayment : Repayable in 12 equal monthly installmentsbeginning from 10/08/2013











Kotak Mahindra Prime Limited vehicle loanaccount No CF9422389 for re-finance – 1.03


(71)



Kotak Mahindra Prime Limited vehicle loanaccount No CF9422244 for re-finance – 0.84



Volkswagen Finance Car Loan Account No. 20131039854 1.77 1.75


Nature of security : Vehicle Term Loan are secured by way ofhypothecation of vehicle financed by Volkswagen FinancePrivate Limited

Other Liabilities:-

Unpaid matured deposit – 23.55

Interest accrued and due on unpaid matured deposits – 48.01

Sundry Creditors (others) 240.54 489.26

Advance from Customers 275.27 344.45

Outstanding Liabilities 284.25 293.52

Government Dues 80.30 79.67

Security Deposit from Staff 25.37 20.50

Security From Dealers & Distributors 143.15 87.30

T O T A L 1,238.83 1,925.80

10. SHORT TERM PROVISIONSProvision for Income Tax 12.75 17.00

Provision for Employees Benefits :-

Gratuity 56.77 47.22

Leave encashment 14.54 14.07

T O T A L 84.06 78.29

(72)

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(73)


12. NON CURRENT INVESTMENTSTrade Investments (valued at cost)

Quoted

Fully paid equity shares at cost of Limited Companies.

(i) Autopal Industries Limited, Jaipur 0.03 0.03

100 Shares @ 25/- each

Un-Quoted

Fully paid up 6 Equity Shares of US$ 10,000 18.92 18.92each of Autopal Inc. USA a wholly owned subsidiary

Mamraj Sons (Auto) Limited 7.00 7.0070000 Shares @ 10 each

Other investments (valued at cost)

Quoted

(i) IDBI BANK LIMITED160 Shares @ 81.25 incl. Bonus Shares 0.13 0.13

ii) Palsoft Infosystems Limited, Jaipur501300 Shares @ 20/- each 100.26 100.26

10 Shares @ 10/- each

Un-Quoted

Fully paid up Equity Shares at cost of Limited Companies

(i) Anusika Industries Limited, Jaipur2800 Shares @ 50 each 1.40 1.40

Less :- Provision For Diminution In Value of Investments (39.05) (39.05)

T O T A L 88.69 88.69

Aggregate amount of quoted investments 100.42 100.42

Market value of quoted investments 11.91 62.77

Aggregate amount of un-quoted investments 27.32 27.32

Aggregate Provision made for diminution in value of investment 39.05 39.05

(74)



13. LONG -TERM LOANS AND ADVANCESUnsecured, considered good (unless otherwise stated):

Capital Advances:-

To Related parties 90.42 63.35

To Others 14.76 42.08

Others loans & advances :-

To Suppliers – –

To Others 104.11 102.79

To firms or private companies in which any director is a partner or 128.00 128.00a director or a member

Security Deposits with Govt./Semi Govt.Departments 27.85 26.38

Doubtful

Capital Advances :-

To Others 37.20 37.20

Less : Provision For Doubtful loans & Advances (27.90) (27.90)

Others loans & advances :-

To Related parties 611.00 575.79

To Others 26.08 26.08

Less : Provision For Doubtful loans & Advances (19.56) (19.56)

T O T A L 991.96 954.21

14. OTHER NON CURRENT ASSETSExcise duty under claim 36.21 39.04

Demand Under Dispute 3.18 3.18

Claim receivables (including Cenvat,Service tax & sales tax receivables) 500.43 433.69

Fixed deposit with bank with maturity period more than twelve month 35.05 25.82

(Out of which FDR Pledged with Banks Rs.35.05 Lacs (Rs.25.82 Lacs ) )

Deferred Revenue Expenditure 199.40 129.51

T O T A L 774.27 631.24

(75)


15. CURRENT INVESTMENTIn Mutual Fund - Unquoted

Tata Income Fund Plan (lien marked) 51.50 –

Number of Units 1,20,524.776

T O T A L 51.50 –

Aggregate amount of unquoted investments 51.50 –

16. INVENTORIESAt lower of cost or net Realizable value

Raw Materials,Stores & Packing Material 439.59 462.25{(includes in transit Rs.10.00 Lacs) (31.03.2014:- Rs.7.90 Lacs)}

Work-in-Progress 435.34 262.73

Finished Goods 215.11 262.72

Stock- in- trade 126.93 80.48

T O T A L 1,216.97 1,068.18

17. TRADE RECEIVABLESUnsecured, considered good

Outstanding for a period exceeding 6 Months from the 616.80 292.56date they are due for payment

Others 1,461.91 1,614.72

Unsecured, considered doubtful

Outstanding for a period exceeding 6 Months from 45.52 45.52the date they are due for payment

Others – –

Less:- Provisions for Doubtful Debts (45.52) (45.52)

Outstanding for a period exceeding 6 Months fromthe date they are due for payment

Debts due by firms or private companies in which any director is 187.45 187.45a partner or a director or a member

Less:- Provisions for Doubtful Debts – –

T O T A L 2,266.16 2,094.73

(76)


18. CASH AND BANK BALANCESCash and cash equivalents

Cash on hand 2.89 32.23

Bank Balances :-

In current accounts 43.73 73.95

46.62 106.18

Other Bank Balances

Margin Money Account (Kotak Mahindra Bank Limited) 20.24 21.73

Fixed deposit with maturity more than three month but less than twele month 24.70 33.41

(Out of which FDR Pledged with Banks Rs. 24.70 Lacs ) ( Rs. 33.41 lacs)

44.94 55.14

T O T A L 91.56 161.32

19. SHORT -TERM LOANS AND ADVANCESUnsecured considered good:-

Loans & advances to related parties 299.49 178.35

Other loans and advances :-

Cash with Collector Central Excise, Jaipur. 48.01 3.50

Prepaid Expenses 4.66 4.71

Advance to Suppliers 41.15 60.78

Advance to Creditors (Exp.) 73.15 58.11

Advance against Salaries 2.77 23.77

Advance against Expenses :-

Directors – –

Others 25.95 11.82

Advance payment of Taxes 3.32 3.97

Claim receivables (including Cenvat,Service tax & sales tax receivables) 166.10 243.00

Loan & Advances due by firms or private companies in which anydirector is a partner or a director or a member 73.81 79.67

T O T A L 738.43 667.68


(77)

20. OTHER CURRENT ASSETSInterest earned but not due 0.44 0.77

Deferred Revenue Expenditure – 69.88

T O T A L 0.44 70.65

21. CONTINGENT LIABILITIES(i) Demand under disputes

a. Excise duty 363.52 355.63(Amount deposited with Excise Authorities Rs. 36.21 Lacs)

b. Sales tax 3.18 3.18(Amount deposited with Sales tax Authorities Rs.3.18 Lacs)

c. Income tax 138.29 0.00(ii) Bank Guarantee 142.88 117.88

(iii) Foreign bills /Cheque purchase / discounted 187.09 215.82

(iv) Letter of credit 144.89 176.49

22.CAPITAL AND OTHER COMMITMENTSa. Capital commitments

Estimated amount of contracts remaining to be executed oncapital account (Net of Advance) 105.97 105.97

b. Other commitments – –


(78)


23.REVENUEPARTICULARS For the Year Ended For the Year Ended

31st March, 2015 31st March, 2014(Rs. in Lacs) (Rs. in Lacs)

(a) Sale of Products :-

Finished goods :-

Exports 3,696.27 3,618.78

Domestic 4,394.81 4,644.01

Traded goods :-

Exports 25.60 51.95

Domestic 3,891.51 3,175.75

Total (a) 12,008.19 11,490.49

(b) Other Operating Revenue :-

Export Incentives 79.20 55.10

Commission Received 5.36 5.93

Job Work 0.62 5.30

Royalty 9.78 8.27

Scrap and other Sales 731.33 602.54

Total (b) 826.29 677.14

Total (a+b) 12,834.48 12,167.63

Less:- Excise Duty (684.29) (814.65)

Total 12,150.19 11,352.98

Details of Sales (Finished goods)

Head lamp 5,039.83 5,390.02

Halogen bulb and capsule 2,773.45 2,614.00

Machine and parts 167.02 157.69

Dies and Moulds 110.77 101.08

Details of Sales (Traded goods) – –

Head lamp and Bulb 3,486.90 2,963.36

Iron Sheet and CR Coil 430.22 264.34

Total 12,008.19 11,490.49

(79)

PARTICULARS For the Year Ended For the Year Ended31st March, 2015 31st March, 2014

(Rs. in Lacs) (Rs. in Lacs)

24. OTHER INCOMEProfit/ dividend from subsidary 1.30 1.67Rent Receipts 0.66 0.60Interest receipt 12.22 14.50Tooling development charges received 9.15 –Transfer from capital Reserve – 0.02Miscellaneous Receipts 9.91 17.26Liabilities Written back to the extent no longer required 43.99 43.35Balances Written Back 44.26 17.71Profit on sale of Investment 1.50 –Profit on sale of fixed assets 1.67 76.70

T O T A L 124.66 171.81

25. COST OF MATERIAL CONSUMEDOpening Stock: 462.25 578.81Add : Purchase of Raw Material 5,323.92 5,293.65

Total 5,786.17 5,872.46Less : Closing Stock (Valued at cost or Net Realizable Value, whichever is lower) 439.59 462.25

T O T A L 5,346.58 5,410.21Details of Consumption and Purchase(a) Details of Raw Materials / Packing Materials consumedCRCA Sheet 809.20 893.65Bulbs 274.00 351.99Lens 382.44 378.34Motors 213.56 233.09Miscellaneous 1,766.26 1,795.14For Halogen bulbs (sitapura) 1,380.56 1,313.39For Halogen bulbs (parwati Nagar) 437.91 395.27For Machines 54.47 29.99For Dies and Moulds 28.18 19.35Total (a) 5,346.58 5,410.21(b) Purchase of stock in tradeHead lamp And bulbs 3,131.10 2,522.12Iron Sheet and CR Coil 422.48 260.19Total (b) 3,553.58 2,782.31(c) Value of imported and indigenous material consumedImported 835.34 954.85% 15.62% 17.65%Indigenous 4,511.24 4,455.36

84.38% 82.35%Total (c) 5,346.58 5,410.21

(80)




26. CHANGES IN INVENTORIES OF FINISHED GOODS,WORK-IN -PROGRESS AND STOCK-IN-TRADE

OPENING STOCK


Traded Goods 80.48 15.34

Work in Process 262.73 248.61

605.92 402.09

CLOSING STOCK


Traded Goods 126.93 80.48

Work in Process 435.34 262.73

777.38 605.92

T O T A L (171.46) (203.83)

27. EMPLOYEES BENEFITS EXPENSESSalaries & Wages 611.23 537.69

Directors Remuneration (including perquisites) 68.92 61.95

Directors sitting fees 2.59 1.65

Bonus & Ex-gratia 47.55 40.49

Leave Encashment (Refer note 40 ) 7.69 2.17

Production Incentives 81.08 113.84

Employer’s Contribution to Provident fund, Family pension fund, etc. 38.53 29.79

Employer’s Contribution to ESI 11.80 12.21

Labour & Staff Welfare 10.15 16.75

House Rent Allowance 168.70 148.00

Notice Pay (1.96) (0.77)

Gratuity (Refer note 41) 40.98 25.49

T O T A L 1,087.26 989.26

(81)

28. FINANCE COSTInterest expenses :-

Interest on Term Loan 199.28 107.14

Interest to Banks 128.07 106.04

Interest to Others 52.94 30.59

Interest on shortfall of Advance Income tax 4.13 1.25

Total 384.42 245.02

Other borrowing cost 115.78 59.58

T O T A L 500.20 304.60

29. DEPRECIATION AND AMORTISATION EXPENSESDepreciation on Tangible Assets 187.35 316.68

Amortization on Intangible Assets 16.41 28.83

T O T A L 203.76 345.51

30. OTHER EXPENSES(a) Manufacturing Expenses

Repairing to Plant & Machinery (including Die Repairing) 45.86 71.08

Water & Electricity Charges 163.50 180.18

Job Labour Expenses 624.79 652.90

Repairing to Factory Building 2.26 14.23

Quality & Sample Testing 5.11 20.35

Drawing & Designing (Research & Development Expenses) 2.64 12.37

Fuel & Coal 33.69 35.18

Total (a) 877.85 986.29

(b) Administrative Expenses

Traveling & Conveyance 60.07 43.34

Postage, Telephone & Telex 18.74 18.45

Vehicle Maintenance 10.39 10.74

Printing & Stationery 10.77 10.58

Repairs & Maintenance 11.05 13.08



(82)


Insurance Premium 3.99 3.22

Legal Expenses 10.41 8.38

Books & Periodicals 3.35 3.63

Rent, Rates & Taxes 21.05 15.07

Payment to Auditors :-

1. for Audit fees 1.95 1.65

2. for Tax Audit fees 0.44 0.35

3. For Taxation matters 0.86 0.58

4. Other services 0.81 1.23

Internal Audit Fee 3.60 3.60

Consultation Fee 36.26 39.42

Miscellaneous Expenses 47.39 23.23

Charity & Donation 2.39 2.51

Sales Tax Demand 2.04 0.01

Loss on Sales of Fixed Assets – 0.79

Provision for Diminution in Value of Investment – 27.85

Foreign currency fluctuation 29.73 7.08

Deferred revenue expenditure written off – 75.08

Total (b) 275.29 309.87

(c.) Selling Expenses

Export Development Expenses 31.55 23.31

Sales Promotion 37.46 69.20

Freight & Insurance Outwards 231.29 207.77

Commission & Discount 199.61 197.95

Entertainment Expenses 5.29 5.47

Prior period Exepences 11.20 –

Breakage & Damages 32.64 16.38

Total (c) 549.04 520.08

Total (a+b+c) 1,702.18 1,816.24



(83)

31. CURRENT TAXProvision for Income tax (Current year) 11.25 15.75

Add short/ (excess) provision for earlier year 6.17 1.60

Total 17.42 17.35

32. CIF VALUE OF IMPORTSCapital Goods & Spares 15.92 18.56

Raw Material 806.29 777.93

33. EXPENDITURE IN FOREIGN CURRENCYTraveling 13.77 11.43

Commission 49.51 62.97

Others 8.59 1.74

Total 71.87 76.14

34. EARNINGS IN FOREIGN CURRENCYRevenue from Exports on FOB Basis 3,716.29 3,629.30

35. EARNING PER SHAREBasic

Profit after Tax 35.33 63.13

Weighted Average number of Equity Share outstanding 9,976,392 94,74,755

Basic EPS 0.35 0.67

Face Value per Share (Rs.) 10.00 10.00

Diluted

Profit after Tax 35.33 63.13

Weighted Average number of Equity Share outstanding 10,154,604 95,99,891

Diluted EPS 0.34 0.66

Face Value per Share (Rs.) 10.00 10.00



(84)


36. The Company has not made any remittance in foreign currency on account of dividend during the yearand does not have information as to the extent to which remittance in foreign currency on account ofdividend have been made by or on behalf of non-resident shareholders. The particulars of dividend (aftertax) on account of non-resident shareholders are as under:

(i) No. of Non-resident shareholders 35(30)

(ii) No. of Shares held by them 26927(25743)

(iii) Amount of Net Dividend NIL(NIL)

37. There are no Micro, Small & Medium Enterprises, to whom the Company owes dues, which are outstandingfor more than 45 days at the Balance sheet date. The above information has been determined to the extentsuch parties have been identified on the basis of information available with the Company.

38. The Company has a separate division for manufacturing Machines, Dies & Moulds. In the absence ofnecessary records the costing of such machines, dies & moulds for Rs.240.47 Lacs has been evaluated byChartered Engineer & certified by the Management on which we have relied upon. These machines, dies& moulds have been shown as Inter unit Sales in respective divisions and transferred to Fixed Assets asCaptive Consumption.

39. Pursuant to the AS-29 – Provisions, Contingent Assets and Contingent Liabilities, the disclosuresrelating to the provisions made in the accounts for the year ended 31st March 2015 are as follows :

(Rs.in Lacs)

Provisions Current Year Previous Year

Gratuity

Opening Balance 195.91 176.04

Additions during the year 40.98 25.49

Utilizations & Reversals during the year 5.69 5.62

Closing balance 231.20 195.91

Leave Encashment





Income Tax (MAT)




(85)


Doubtful Debts


Additions during the year Nil Nil

Utilizations & Reversals during the year Nil Nil


Doubtful Loans & Advances


Additions during the year Nil Nil



Diminution in value of Investments


Additions during the year Nil 27.85



40. The Company did not have convertible/partly convertible debentures as on 31st March 2015.

41. Defined Benefit Plans(Unfunded)-As per actuarial valuation as on 31st March 2015.(Rs.in Lacs)

1. Amounts to be recognized in Balance Sheet Gratuity Leave Encashment

Present value of funded obligations – –

Fair Value of plan assets – –

Present value of unfunded obligations 231.20 46.55(195.91) (40.19)

Unrecognized past service cost – –

Net liability 231.20 46.55(195.91) (40.19)

Amounts in the Balance Sheet:

Liabilities 231.20 46.55(195.91) (40.19)

Assets – –

Net Liability 231.20 46.55(195.91) (40.19)

Provisions Current Year Previous Year

(86)


II. Expenses recognized in Income Statement Gratuity Leave Encashment

Current Service cost 20.66 8.09(17.03) (6.41)

Interest on obligation 15.67 3.22(15.84) (3.61)

Expected return on plan assets – –

Net actuarial losses (gains) recognized in the year 4.65 – 3.62(– 7.38) (– 7.84)

Past service cost – –

Losses (gains) on curtailments and settlement – –

Expenses recognized in P & L 40.98 7.69(25.49) (2.18)

III. Table Showing Change in Benefit Obligation

Opening Defined Benefit Obligation on 1.4.2014 195.91 40.19(176.04) (40.14)

Service Cost for the year 20.66 8.09(17.03) (6.40)

Interest cost for the year 15.67 3.22(15.84) (3.61)

Actuarial losses (gains) 4.65 –3.62(– 7.38) (–7.84)

Benefits paid –5.69 –1.33(– 5.62) (–2.12)

Closing defined benefit obligation on 31.3.2015 231.20 46.55(195.91) (40.19)

IV. Tables of Fair Value of Plan Assets

Opening fair value of plan assets – –

Expected return – –

Actuarial gains and (Losses) – –

Assets distributed on settlements – –

Contributions by employer – –

Assets acquired in an amalgamation inthe nature of purchase – –

Exchange differences on foreign plans – –

(87)

Benefits paid – –

Closing balance of fund – –

V. Tables showing Category of Plan Assets

Government of India Securities – –

High quality corporate bonds – –

Equity shares of listed companies – –

Property – –

Funds Management by Insurer – –

Bank balance – –

VI. Principal Actuarial Valuation

Discount Rate as on 31.3.2015 8.00% 8.00%

Expected return on plan assets at 31.3.2015 – –

Annual increase in Salary costs 7.00% 7.00%

42. Accounting Standard 17 – “Segment Reporting”

The Company is engaged in Production of Automotive Head Lamps and Halogen Bulbs. For Managementpurposes, company is organized into major operating activity of the Automotive Head Lamps and Bulbsbesides manufacturing of Dies and Machines. Revenue from Dies and Machines of the year is less than10% of the total revenue. The Company has no activity outside India except export of Automotive HeadLamps and Bulbs manufactured in India. Thereby no geographical segment and no segment wise informationis reported.

43. Related Party Information

1. Relationship.

a. Subsidiary of the company

Autopal Inc, USA.

b. Enterprises in which the company is having substantial interest/significant influence directlyor indirectly.

Alwar Auto Pvt.Ltd

(88)


c Key Management Personnel

Shri M.P. Gupta (Chairman & Managing Director)

Shri Amit MahipalGupta (Whole Time Director)

Shri Adarsh Mahipal Gupta (Whole Time Director)

Shri I. B. Soni (Chief Financial Officer)

Shri Vishal Agarwal (Company Secretary)

d Relatives of Key Management Personnel with whom transactions have taken place.

Smt. Anubha Gupta

Smt. Usha Gupta

Smt. Sneha Goel

Smt. Bhawna Gupta

M. P. Gupta HUF

Amit Gupta HUF

Adarsh Gupta HUF

e. Enterprises over which persons described in (c) or (d) above alongwith their relatives areable to exercise significant influence, where transaction has taken place.

Palsoft Infosystems Ltd.

Mamraj Sons (Auto) Ltd.

Autolite Manufacturing Ltd.

Anusika Industries Ltd

Tanishka Autocomponents Pvt.Ltd.

Parvati Seva Sansthan

Autopal Industries Ltd

Autolite Marketing Pvt. Ltd

Note :- Related party relationship is as identified by the company and relied upon by the Auditors.

(89)

2. Transaction with related parties: (Rs.in Lacs)

Particulars Related Parties referred in above

1(a) 1(b) 1(c) 1(d) 1 (e)

PURCHASE:

Goods & Material – – – – 2159.20

Fixed Assets – – – – –

SALES:

Goods, Material & Services 39.52 1018.21

Licence – – – – –

Fixed Assets – – – – 5.00

EXPENSES:

Directors’ Remuneration – – 68.93 – –

Job work charges – – – – 138.35

Donation – – – – 1.58

Salary – – 15.53 36.05 –

Interest – – – – 0.63

Commission – – – – –

Expenses recharged by Other parties 8.85 – – – 30.70

INCOME:Rent – – – – 0.66

Expenses recharged to

Other parties 2.21 – – – 28.63

FINANCE& INVESTMENT:Loan/Advance given – – 173.32 10.31 183.41

Advances recovered/ Received – – 170.65 9.85 5.85

Investment in Equity Shares – – – – –

Money received against share warrants – – 10.75 65.63 –

Shares allotted – – 10.25 62.50 –

OUTSTANDING:Payable:

Opening Balance 0.90 – 8.92 22.56 –

Closing Balance – – 2.18 0.18 –

Receivable : – – – – –

Opening Balance – 315.45 – 0.05 1583.97

Closing Balance 0.85 315.45 7.53 – 1964.39

Personal Guarantees – – 1250.00 – –

(90)


44. DISCLOSURE REGARDING LEASE

1. Finance Lease

There is no Finance Lease taken by the Company during the year.

2. Operating Lease

a) The total of future minimum lease payment under non cancelable operating lease for eachof the following periods:-

(a) Not later than one year : Nil

(b) Later than one year and not later than five years : Nil

(c) Later than five years : Nil

b) Lease payments recognized in the statement of profit and loss for the year ended on 31.03.2015Rs.7.50 lacs (Rs. 5.93Lacs).

c) The Company has not given any assets on sub-lease during the year.

45. ACCOUNTING FOR TAXES ON INCOME

In spite of Profit for the year of Rs.52.75 Lacs, Deferred Tax Assets are not recognized on account ofunabsorbed depreciation and carry forward of losses and other timing differences under tax laws. In theview of the Management as there is no convincing evidence to support that the sufficient future taxableincome will be available against which deferred tax assets can be realized. In the absence of informationwe are unable to quantify the impact of Deferred Tax Assets/Liability on Profit and Loss Account andBalance Sheet. However provision for Current Tax (with interest) has been made for Rs. 12.75 Lacs asper provisions of Income Tax Act 1961.

46. The Company has credited Rs. 308.68 Lacs in earlier years for export incentives and other incentives inProfit and Loss Account on estimated basis.The concerned department has not accepted the claim. TheCompany is in the process to provide desired information Further no payment has been received upto31.03.2015 against export incentive so credited.

47. The Company has entered into an agreement with Anusika Industries Limited in financial year 2010-11 torecover the advance given for Job work of Manufacturing Head Lamps by exclusive use of Manufacturingfacilities of the said Company.

The aforesaid Company is registered with Board for Industrial & Financial Reconstruction (BIFR), butdoing Job work for Autolite (India) Limited for last 13 years. However no amount has been recoveredduring financial year 2014-15 according to the agreement. In the opinion of the Management, recovery ofoutstanding balance of Rs 610.99 Lacs is doubtful. As there is uncertainty of the amount recoverable fromparty in the absence of order of BIFR the management has not provided any amount in the books.

48. (i) The Company has lodged claims for development cost for Rs.252.00 Lacs and for dues againstsupplies for Rs.3.16 Lacs on Pal Peugeot Limited, Mumbai, before Receiver, High Court ofMumbai on 03.06.2004 under Suit No. 3636 CR 1999 and further the claim was also filed beforeOfficial 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 Crore and settlement of claim process will startsoon.

(91)

(ii) The Company has lodged criminal suit for loss on account of Debit of Duty Free Licenses andclearing charges for Rs.62 Lacs on M/s. Megha Enterprises, Mumbai.

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

In view of the above, the Management, on the basis of legal opinion, is of the view that onConservative basis Rs.90 Lacs (which has been credited in earlier years) is expected to be recoveredfrom both the parties and accordingly considered as claim receivable.

49. As explained in accounting policies given in Note No. 2 (viii) no amount has been amortized in currentyear and the Company has treated Deferred Revenue Expenditure for Rs 199.40 Lacs as Assets in BalanceSheet. These expenditure are related to years upto 31.03.2013. The accounting policy adopted by theCompany is contrary to the treatment prescribed in AS-26 (Intangible Assets) which require such expenditureto be written off in Profit & Loss Statement in the year of expenditure incurred.

50. The Company has entered into an agreement with Alwar Auto Private Ltd in F.Y. 2011-12 to recover theAdvance given for Capital goods and in F.Y. 2012-13 to recover the balance lying in books as Receivablein a phased manner.

However no amount has been recovered during F.Y. 2014-15 in accordance to the agreement. TheManagement is hopeful for the recovery of due amount in financial year 2015-16.

51. The Company has received permission from Company Law Board vide order dated 27.04.2011 in respectof amount payable for Public Fixed Deposits and interest accrued on such Public Fixed Deposit to be paidas per revised schedule extended till Financial year 2013-14. The Company has made complete paymentto FDR holders in compliance of the said order except Rs 71.56 Lacs against which several Cheques/ DDreturned undelivered and several Cheques not deposited by FDR Holders. The company has transferredthe said amount to Investor Education & Protection Fund on 25th September 2014.

52. In the opinion of the management and to the best of their knowledge and belief the value of realizationof advances and other Current Assets in the ordinary course of business will not be less than the amount atwhich they are stated in the Balance Sheet.

53. The Balances of Suppliers, Sundry Debtors and Loans & Advances are as per books of accounts andsubject to confirmation and reconciliation with respective parties.

54. The Company has provided Depreciation on the basis of re-assessed useful life of tangible assets w.e.f.April 1,2014 as per the provisions of the Companies Act 2013. This has resulted in lower depreciationamounting to Rs. 136.67 Lacs for the year ended 31st March 2015.

55. Figures in brackets denote for previous year.

56. Figures for Previous year are regrouped or rearranged wherever considered necessary.


FRN-000152C

Sd/-(M. P. Gupta)




Sd/-(I.B. Soni)


Sd/-(Madhukar Garg)


Sd/-(Pawan Agarwal)





For and on behalf of the Board

(92)


A. CASH FLOW FROM OPERATING ACTIVITIES

Profit/Loss before tax 52.75 80.49

Depreciation and Amortization 203.76 345.51

Interest (Net) 372.20 230.52

Provision for Diminution in value of Non-current Investment 0.00 27.85

Defferred Revenue expenditure written-off 0.00 75.08

Transfer from capital reserve 0.00 (0.02)

Profit / Loss from sale of Tangible Assets (1.67) (75.91)

Profit / Loss from sale of current investment (1.50) 0.00

Dividend received (1.30) (1.67)

Effect of foreign exchange Rate changes 3.37 (5.17)

Provision for gratuity & Leave encashment 48.67 27.66

Gratuity & Leave encashment paid (7.02) (7.74)

Cash flow before working capital changes 669.26 696.60

Trade & other receivables (339.26) (768.62)

Inventories (148.79) (87.29)

Trade & Other payables (543.51) 617.63

Cash generation from operations (362.30) 458.32

Direct taxes paid ( Net of Refunds) (21.40) (18.71)

Net Cashflow from Operating Activities (383.70) 439.61

B. CASH FLOW FROM INVESTMENT ACTIVITIES

Share capital issued 76.38 39.75

Money received against share warrents 4.50 25.47

Purchase of current investment (76.50) (7.00)

sale of current investment 26.50 0.00

Purchase/acquisition of Tangible Assets (283.31) (313.19)

Sale of Tangible assets 8.70 93.81

Intertest received 12.55 14.44

Dividend received 1.30 1.67

Net Cash Used In Investment Activities (229.88) (145.05)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 (Rs. in Lacs) (Rs. in Lacs)

Year ended Year ended31st March, 2015 31st March, 2014

(93)

AUDITORS’ CERTIFICATE

We have examined the above Cash Flow Statement of Autolite (India) Limited for the year ended 31st March, 2015. The statement has beenprepared by the Company in accordance with the requirements of Listing Agreement Clause 32 and is based on and is in agreement withthe corresponding profit and loss account and balance sheet of the Company covered by our report dated 30-05-2015 to the members of theCompany.

For H.C. Garg & Co.


FRN 000152C

Sd/-Place : Jaipur (MADHUKAR GARG)Date : 30-05-2015 Proprietor

M.NO 070162


Sd/-(M. P. Gupta)

Chairman & Managing DirectorDIN - 00057619


DirectorDIN - 00855511

Sd/-(I.B. Soni)


Sd/-(Pawan Agarwal)


Sd/-(Vishal Agarwal)

Company Secretary

C. CASH FLOW FROM FINANCING ACTIVITIES

Increase/Decrease in borrowings (Net) 986.45 (64.07)

Interest paid (432.43) (263.07)

Net cash from financing activities 554.02 (327.14)

Net increase /(Decrease) in cash and cash equivalents (59.56) (32.58)

Opening balance of cash and cash equivalents 106.18 138.76

Closing balance of cash and cash equivalents 46.62 106.18

Reconciliation of Cash & Cash Equivalent

Closing Balance of Cash & Cash Equvalents as above 46.62 106.18

Add: Balance in Margin Money Account 20.24 21.73

Add: Fixed Deposits Maturity 3 to 12 months 24.70 33.41

Closing Balance of Cash & Cash Equvalents Refer Note No.18 91.56 161.32

*(Figures in brackets represent outflow)*(Figures for previous year are regrouped and rearranged wherever considered necessary.)For and on behalf of the Board

(Rs. in Lacs) (Rs. in Lacs)Year ended Year ended

31st March, 2015 31st March, 2014

(94)


To the Board of Directors,Autopal Inc.Plano, Texas

I have audited the accompanying financial statementsof Autopal, Inc. which comprise the balance sheet asof March 31, 2015 and the related statements ofincome, changes in stockholder’s equity and cash flowsfor the years then ended. My responsibility is to expressan opinion on these financial statement based on myaudit. The financial statements of Autopal, Inc. as ofMarch 31, 2014, were audited by another auditor whosereport, dated May 5, 2014, expressed an unqualifiedopinion on those statements.

Management’s Responsibility for the FinancialStatements

Management is responsible for the preparation and fairpresentation of these financial statements in accordancewith US generally accepted accounting principles; thisincludes the design implementation, and maintenanceof internal control relevant to the preparation and fairpresentation of financial statements that are free frommaterial misstatements, whether due to fraud or error.

Auditor’s Responsibility

My responsibility is to express an opinion on thesefinancial statements based on my audit. I conductedmy audit in accordance with U.S. generally acceptedauditing standards. Those standards require that I planand perform the audit to obtain reasonable assuranceabout whether the financial statements are free ofmaterial misstatement.

An audit involves performing procedures to obtain

audit evidence about the amounts and disclosures inthe financial statements. The procedures selecteddepend on the auditors’ judgement, including theassessment of the risk of material misstatement of thefinancial statements, whether due to fraud or error. Inmaking those risk assessments, the auditor considersinternal control relevant to the entity’s preparation andfair presentation of the financial statements in order todesign audit procedures that are appropriate in thecircumstances, but not for the purpose of expressingan opinion on the effectiveness of the entity’s internalcontrol. Accordingly, I express no such opinion. Anaudit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness ofsignificant accounting estimates made by management,as well as evaluating the overall presentation of thefinancial statements.

I believe that the audit evidence I have obtained issufficient and appropriate to provide a basis for myaudit opinion.

Opinion

In my opinion, the financial statements referred toabove present fairly in all material respects, thefinancial position of Autopal Inc. as of March 31, 2015,and the results of its operations and its cash flows forthe years then ended in accordance with the U.S.generally accepted accounting principles.

Dallas, Texas Sd/-May 26, 2015 ANDY D. PLAGENS, L.L.C.

INDEPENDENT AUDITOR’S REPORT

(95)

BALANCE SHEETS AS AT MARCH 31,2015 & MARCH 31, 2014

2015 2014$ $

ASSETS

CURRENT ASSETS

Cash at Bank

Checking 37,351 42,414

Investment account 30,073 39,576

Account receivable, trade 24,205 18,854

Inventory 42,631 41,965

TOTAL CURRENT ASSETS 134,260 142,809

OTHER ASSETS

Equipment 4,905 4,905

Accumulated Depreciation (4,905) (4,905)

Organization Costs 849 849

Accumulated amortization (849) (849)

TOTAL OTHER ASSETS 0 0

TOTAL ASSETS 134,260 142,809

LIABILITIES AND STOCK HOLDERS EQUITY

CURRENT LIABILITIES

Accounts Payable

Trade Creditors 20,673 25,705

Federal Income Tax 612 796

Customer Deposits – 2,591

Parent Company 1,370 1,370

TOTAL CURRENT LIABILITIES 22,655 30,462

STOCKHOLDERS’ EQUITY

Common Stock; no par value

Authorised 1,500 shares; issuedand outstanding 6 shares 60,000 60,000

Retained Earnings 51,605 52,347

TOTAL STOCKHOLDERS’ EQUITY 111,605 112,347

TOTAL LIABILITES AND STOCKHOLDERS’ EQUITY 134,260 142,809

AUTOPAL INC.(A Delaware Corporation)

(96)


STATEMENT OF OPERATIONS FOR THE YEARS ENDED MARCH 31, 2015 AND MARCH 31, 20142015 2014

$ $

REVENUESales, net 129,418 185,741

COST OF GOODS SOLDBeginning inventory 41,965 48,221

Add : Purchases & Freight 94,006 122,951135,971 171,172

Less : Ending Inventory (42,631) (41,965)

Total Cost of Goods Sold 93,340 129,207

Gross Profit 36,078 56,534GENERAL AND ADMINISTRATIVE EXPENSES

Rent & Storage 2,208 6,481

Professional fees 375 5,672Telephone and internet 4,941 4,465

Accounting and Audit – 3,110

Office expense, bad debts etc. 1,867 1,487

Taxes – other than income tax – 1,324Insurance 682 682

TOTAL GENERAL AND ADMINISTRATIVE EXPENSES 10,073 23,221

SALES EXPENSESCommissions 11,656 18,767

Trade shows, trade 9,190 4,890publication and duesCustom brokerage, bills of 1,978 3,388lading, demurrage and bank chargesTravel and entertainment 1,132 1,101

TOTAL SALES EXPENSES 23,956 28,146

TOTAL EXPENSES 34,029 51,367

Income / (Loss) from operations 2,049 5,167OTHER INCOME (EXPENSES)

Interest Income, etc. 13 12

NET OTHER INCOME 13 12Income / (Loss) before federal 2,062 5,179income taxes

Federal Income Taxes (612) (796)NET INCOME BEFORE EXTRAORDINARY ITEM 1,450 4,383

AUTOPAL INC.(A Delaware Corporation)

NOTICE is hereby given that the of the members of will be held on day of , at . at the RegisteredOffice of the Company situated totransact the following business :

To receive, consider and adopt the audited BalanceSheet as on 31st March, 2015 and Statement ofProfit & Loss for the financial year ended on thatdate, together with the Directors� Report andAuditor�s Report thereon.

To appoint a Director in place of Shri KuldeepKumar Gupta (DIN: 01591373), who retires byrotation at this Annual General Meeting and beingeligible has offered himself for re-appointment.

To re-appoint M/s. H.C. Garg & Co., CharteredAccountants (ICAI Registration No. 000152C) asStatutory Auditors of the Company and fix theirremuneration and in this regard to consider and ifthought fit, to pass, with or withoutmodification(s), the following resolution as anordinary resolution :

� pursuant to the provisionsof Section 139 of the Companies Act, 2013 andthe rules made there under, the appointment ofM/s. H.C. Garg & Co., Chartered Accountants(Firm Registration No. 000152C) Jaipur, asStatutory Auditors of the Company approved inthe 37th Annual General Meeting held on 29th dayof September, 2014, till the conclusion of 40th

Annual General Meeting be and is hereby ratifiedto hold office from the conclusion of the 38 th

Annual General Meeting of the Company till the39th Annual General Meeting of the Company andthat the Board of Directors of the Company beand is hereby authorized to fix such remunerationas may be determined by the audit committee inconsultation with the auditors.�

Smt. Madhu Choudhary(DIN: 01768000), who was appointed as anadditional director of the Company with effectfrom February 14, 2015 by the Board of Directorsand who hold office until the conclusion of AnnualGeneral Meeting under Section 161 of theCompanies Act, 2013 ( �the Act�) and Article 88of the Articles of theAssociation of the Companyand who is eligible for appointment and hasconsented to act as the director of the Companyand in respect of whom the Company has receiveda notice in writing from a member under Section160 of the Act, proposing her candidate for theoffice of Director, be and is hereby appointed as adirector of the Company.

pursuant to theprovision of Section 149, 152, Schedule IV andall other applicable provisions of the Act read withthe Companies (Appointment and qualification of

D-469, Road No. 9-A, V.K.I. Area, Jaipur-302013, Rajasthan

[email protected] � www.autopal.com L31506RJ1977PLC001738

Directors) Rules, 2014 (including anymodification (s) or re- enactment (s) thereof forthe time being in force) Smt. MadhuChoudhary(DIN: 01768000) a Non �ExecutiveDirector of the Company, who has submitted adeclaration that she meets the criteria ofindependence as provided under Section 149 (6)of theAct and who is eligible for appointment, beand is hereby appointed as an independent directorof the Company, not liable to retire by rotation, tohold office for a fix term of Five (5) consecutiveyears from 14th Day of February, 2015.�

pursuant to the provisionof Section 148 and other applicable provisions, ifany of the Companies act, 2013 read with theCompanies (Audit and Auditors) Rules, 2014,(including any statutory modification (s) or re-enactment(s) thereof for the time being in force)M/s PRJ & Associates, Cost Accountants (FirmRegistration Number: 101998) appointed as theCost Auditors of the Company by the Board ofDirectors of the Company to conduct the CostAudit of the Company for the Financial YearEnding March 31, 2016, be paid totalremuneration of Rs. 25,000/- ( Rupees TwentyFive Thousand Only).�

pursuant to the provisionsof Sections 197, 198 and 203 read with ScheduleV and other applicable provisions, if any of the

Companies Act, 2013 including any statutorymodification or re- enactments thereof, or anyother law and subject to such consent(s),approval(s) and permissions(s) and as are agreedto by the Board of Directors (hereinafter referredto as the Board, which term shall unless repugnantto the context or meaning thereof, be deemed toinclude any committee thereof and any personauthorized by the Board in this behalf), consentof the members be and is hereby accordedsubjected to further approval of CentralGovernment for the appointment of Shri MahipalGupta (DIN: 00057619) as Managing Director ofthe Company for a period of (5) five years witheffect from January 01, 2015 on terms andconditions agreed and annexed to the explanatorystatement of this notice.�

pursuant to the provisionsof Sections 197, 198 and 203 read with ScheduleV and other applicable provisions, if any of theCompanies Act, 2013 including any statutorymodification or re- enactments thereof, or anyother law and subject to such consent(s),approval(s) and permissions(s) and as are agreedto by the Board of Directors (hereinafter referredto as the Board, which term shall unless repugnantto the context or meaning thereof, be deemed toinclude any committee thereof and any personauthorized by the Board in this behalf), consentof the members be and is hereby accordedsubjected to further approval of CentralGovernment for the appointment of Shri AmitMahipal Gupta (DIN: 00058701) as Whole- timeDirector of the Company for a period of (5) fiveyears with effect from January 01, 2015 on terms

and conditions agreed and annexed to theexplanatory statement of this notice.�

pursuant to the provisionsof Sections 197, 198 and 203 read with ScheduleV and other applicable provisions, if any of theCompanies Act, 2013 including any statutorymodification or re- enactments thereof, or anyother law and subject to such consent(s),approval(s) and permissions(s) and as are agreedto by the Board of Directors (hereinafter referredto as the Board, which term shall unless repugnantto the context or meaning thereof, be deemed toinclude any committee thereof and any personauthorized by the Board in this behalf), consentof the members be and is hereby accordedsubjected to further approval of CentralGovernment for the appointment of Shri AdarshMahipal Gupta (DIN: 00855511) as Whole TimeDirector of the Company for a period of (5) fiveyears with effect from January 01, 2015 on termsand conditions agreed and annexed to theexplanatory statement of this notice.�

pursuant to the provisionsof Section 188 and other applicable provisions ofthe Companies Act, 2013 read with the rulesframed thereunder and in terms of applicableprovisions of Listing Agreements executed withthe Stock Exchange(s) including any statutorymodification (s) or re- enactment(s) thereof, for

the time being in force, consent of the shareholdersof the Company be and is hereby accorded to thecontracts / arrangements / transactions to beentered into with any of the related parties on theterms as mentioned in the explanatory statementhereto.�

the Board ofDirectors of the company be and is herebyauthorized to finalise and approve the necessarycontracts / arrangement with related parties andto do all the acts, deeds and things as may benecessary for this purpose

in suppression of theresolution passed by the shareholders at the ExtraOrdinary General Meeting held on April 15, 2014consent of the shareholders be and is herebyaccorded in terms of Section 180 (1) (c) and otherapplicable provisions of the Companies Act, 2013,and the rules made there under (including anystatutory modification (s) or re- enactment(s)thereof for the time being in force), to the Boardof Directors of the company (hereinafter referredto as �the Board�, which expression shall includeany committee authorized thereof) for borrowingany sum or sums of moneys from time to time forthe purpose of Company�s Business on such termsand conditions and with or without securities andwithout prejudice to the generalities thereof, byway of term loans, advances, credits, acceptanceof deposits or otherwise in Indian Rupees or anyforeign currency from any bank (s) , any financialInstitution (s) , other entity (ies) , corporate (s) ,person (s) etc., In India or abroad from any Bank,Financial Institution or any lending Institution,firms, Bodies corporate or persons(s) as may be

considered suitable by the Board not withstandingthat the sum or sum (s) of monies to be borrowedtogether with the monies already borrowed by thecompany ( apart from temporary loan obtained orto be obtained from the Company�s Banker�s inthe ordinary course of Business) may exceed theaggregate of the Paid up capital of the Companyand its free reserve that is to say reserves not setapart for any specific purpose, provided that thetotal amount so borrowed by the board shall notat any time exceed the limit of Rs. 75.00 Crores(Rupees Seventy Five Crores Only) includingForeign currency in equivalent rupee on accountof the principal.

for the purposeof giving effect to the above resolution, the Boardbe and is hereby authorised to do all such acts ,deeds, and things as it may in its absolute

discretion deemed fit, necessary, proper, ordesirable or to settle any question, difficulty ordoubt that may arise in respect of the borrowingsaforesaid and further to do all such acts , deeds,and things and to execute all documents andwritings as may be necessary, proper as desirable

or expedient to give effect to this resolution.

1.

2. Corporate members intending to send theirauthorized representative to attend the meeting are

requested to send to the Company a certified truecopy of the Board Resolution authorizing theirrepresentative to attend and vote on their behalfat the meeting.

3. The business set out in the Notice will betransacted through electronic voting system andthe Company is providing facility for voting byelectronic means. Instructions and otherinformation relating to e-voting are given in thisNotice under Note No. 13.

4. Members/Proxies are requested to bring theirAttendance Slip along with their copy of theAnnual Report to the Meeting.

5. In case of Joint holders attending the Meeting,only such joint holder who is higher in the orderof names will be entitled to vote.

6. The Board has notified closure of Register ofmembers and Share Transfer Book from forthe purpose of 38th Annual General Meeting.

7. Relevant documents referred to in theaccompanying notice or the statutory registers, asapplicable to the Company, are open for inspectionat the Registered Office of the Company on allworking days (barring Saturday and Sunday)between 11.00 a.m. to 1.00 p.m. prior to the dateof the AGM.

8. Members who have not registered their e-mailaddress so far are requested to register their e-mail address for receiving all communicationincludingAnnual Report, Notices, Circulars, etc,from the Company electronically.

9. In line with the launched by theMinistry of Corporate Affairs, Electronic copy ofthe Notice of the 38th Annual General Meeting ofthe Company inter alia indicating the process andmanner of e-voting along with Attendance Slipand Proxy Form are being sent to all the memberswhose email IDs are registered with the Company/Depository Participants(s) and have given theirpositive consent to receive the same throughelectronic means. Members other than above,physical copies of the Notice of the 38th AnnualGeneral Meeting of the Company inter aliaindicating the process and manner of e-votingalong with Attendance Slip and Proxy Form arebeing sent in the permitted mode

10. The Securities and Exchange Board of India(SEBI) has mandated the submission of PermanentAccount Number (PAN) to the RTA/ Company inthe following cases viz., transfer of shares, deletionof name, transmission of shares and transpositionof shares held in physical form. Shareholders arerequested to furnish copy of PAN for all the abovetransactions.

11. Members are requested to lodge the instrumentsof transfer/ transmission of shares at the registeredoffice of the Company or at the office of Registrars& Transfer Agent, viz., M/s MCS Share TransferAgent Limited, Sri Venkatesh Bhavan, F- 65 OkhlaIndustrialArea Phase- 1, New Delhi- 110020 andto inform the Company/ Registrars & TransferAgents, any change in their address immediately

so as to enable the Company to dispatch any futurecommunication at their correct address.

12. The Company�s equity shares are compulsorilytraded in dematerialized form. Members holdingequity shares in physical form are requested toconsider converting their holding todematerialized form to eliminate all risksassociated with physical shares and for the easeof portfolio management.

13.

(i) Pursuant to the provisions of Section 108 andother applicable provisions, if any, of theCompanies Act, 2013 and the Companies(Management and Administration) Rules,2014, as amended and Clause 35B of theListing Agreement, the Company is pleasedto provide to its members facility to exercisetheir right to vote on resolutions proposed tobe passed in the Meeting by electronic means.

(ii) The members who have cast their vote byremote e-voting may also attend the Meetingbut shall not be entitled to cast their voteagain.

(iii) The Company has engaged the services ofNational Depository Service (India) Limited(�NDSL�) as the Agency to provide remotee-voting facility.

(iv) The remote e- voting facility is available atthe link, https://www.nsdl.com

(v) The Board of Directors of the Company hasappointed Sh. J.P. Sharma, PracticingCompany Secretary, Jaipur (C.P. No 5161)as Scrutinizer to scrutinize the e-votingprocess in a fair and transparent manner andhe has communicated his willingness to beappointed and will be available for samepurpose.

(vi) Voting rights shall be reckoned on the paidupvalue of shares registered in the name of themember / beneficial owner (in case ofelectronic shareholding) as on the cut-off datei.e. Tuesday September 22, 2015.

(ix) The Scrutinizer shall immediately after theconclusion of voting at the AGM, count thevote cast at the AGM and thereafter unlockthe votes cast through remote e-voting in thepresence of atleast two witnesses not inemployment of the Company and make, notlater than three days of conclusion of theMeeting, a consolidated Scrutinizer�s Reportof the total votes cast in favor and against, ifany, to the Chairman or any Directorauthorized by the Board of Directors of theCompany, who shall countersign the same andshall declare the results of the votingforthwith.

(x) The results declared along with theScrutinizer�s Report shall be placed on thewebsite of the Company www.autopal.comand on the website of NSDL https://evoting.nsdl.com . The results shallsimultaneously be communicated to the StockExchanges.

(xi) Subject to receipt of requisite number ofvotes, the Resolutions shall be deemed to bepassed on the date of the Meeting, i.e.Tuesday September 29, 2015.

I. In case a Member receives an email from

NSDL [for members whose email IDs areregistered with the Company/DepositoryParticipants(s)] :

� Open email and open PDF file viz; �remotee-voting.pdf� with your Client ID or FolioNo. as password. The said PDF filecontains your user ID and password/PINfor remote e-voting. Please note that thepassword is an initial password.

� Launch internet browser by typing thefollowing URL: https://www.evoting.nsdl.com/

� Click on Shareholder - Login

� Put user ID and password as initialpassword/PIN noted in step (i) above.Click Login.

� Password change menu appears. Changethe password/PIN with new password ofyour choice with minimum 8 digits/characters or combination thereof. Notenew password. It is strongly recommendednot to share your password with any otherperson and take utmost care to keep yourpassword confidential.

� Home page of remote e-voting opens.Click on remote e-voting: Active VotingCycles.

� Select �EVEN� of �Autolite (India)Limited�.

� Now you are ready for remote e-voting asCast Vote page opens.

� Cast your vote by selecting appropriateoption and click on �Submit� and also�Confirm� when prompted.

� Upon confirmation, the message �Vote castsuccessfully� will be displayed.

� Once you have voted on the resolution, youwill not be allowed to modify your vote.

� Institutional shareholders (i.e. other thanindividuals, HUF, NRI etc.) are requiredto send scanned copy (PDF/JPG Format)of the relevant Board Resolution/

Authority letter etc. together with attestedspecimen signature of the duly authorizedsignatory(ies) who are authorized to vote,to the Scrutinizer through e-mail [email protected] with a copymarked to [email protected]

II. In case a Member receives physical copy ofthe Notice ofAGM for members whose emailIDs are not registered with the Company/Depository Participants(s) or requestingphysical copy] :

� Initial password is provided as below/atthe bottom of the Attendance Slip for theAGM :

�

� Please follow all steps from (I) above, tocast vote.

14. Once the vote on a resolution is cast by a member,the member shall not be allowed to change itsubsequently or cast the vote again.

15. In case of any queries, you may refer theFrequentlyAsked Questions (FAQs) for Membersand remote e-voting user manual for Membersavailable at the downloads section ofwww.evoting.nsdl.com or call on toll free no.:1800-222-990.

16. If you are already registered with NSDL for remotee-voting then you can use your existing user IDand password/PIN for casting your vote.

17. You can also update your mobile number and e-mail id in the user profile details of the folio whichmay be used for sending future communication(s).

18. Any person, who acquires shares of the Companyand become member of the Company afterdispatch of the notice and holding shares as of thecut-off date i.e. 22nd September, 2015, may obtainthe login ID and password by sending a request [email protected] or MCS ShareTransfer AgentLimited.

19. However, if you are already registered with NSDLfor remote e-voting then you can use your existing

user ID and password for casting your vote. If youforgot your password, you can reset your passwordby using �Forgot User Details/Password� optionavailable on www.evoting.nsdl.com or contactNSDL at the following toll free no.: 1800-222-990.

20. You can also update your mobile number andemail ID in the user profile details of the folio,which may be used for sending futurecommunication.

21.

22.

23.

24. The Explanatory Statement pursuant to Section102 (1) of the Companies Act, 2013 in respect ofthe special Business is annexed hereto.

25. Details under Clause 49 of the Listing Agreementwith the Stock Exchange in respect to the directorsseeking appointments/re-appointments at theAnnual General Meeting forms an integral part ofthe notice. The directors have furnished therequisite consents/declarations for theirappointment/re-appointment.

The Board of Directors of the Company, at its meetingheld on 14th February, 2015, had appointed Smt. MadhuChoudhary (DIN: 01768000) as an Additional Directorwho holds her office upto ensuing Annual GeneralMeeting. Pursuant to provisions of Section 161(1) andother applicable provisions of the Companies Act, 2013andArticles ofAssociation, the Company has receiveda notice from a shareholder proposing her candidaturefor the office of Director along with requisite deposit.

In the opinion of the Board of Directors and Nominationand Remuneration Committee who proposes theappointment of Smt. Madhu Choudhary(DIN:01768000) to hold office as an Independent Director ofthe Company for the term of (5) five Years starting fromFebruary 14, 2015, subject to the approval of themembers of the Company. She fulfills the qualificationsand conditions specified under Section 149 (6) of theCompanies Act, 2013 and the Rules made hereunderand also the provisions as laid down in Clause 49 ofthe Listing Agreement and she is an IndependentDirector. Further, she has given her consent letter to actas a director of the Company.

The Resolution is recommended for your approval.

The Board of Directors of the Company onrecommendation of the Audit Committee approved theAppointment and remuneration of M/s PRJ &Associates, Cost Accountants as Cost Auditor toconduct the audit of cost records of the Company forthe Financial Year ending March 31, 2016.

In terms of the provisions of Section 148 of theCompanies Act, 2013 read with Rule 14 of theCompanies (Audit and Auditors) Rules, 2014, theremuneration payable to the Cost Auditor is to be ratifiedby the members of the Company. Accordingly, theConsent of the Members is sought for ratification ofremuneration payable to the Cost Auditor for the

financial year ending on March 31, 2016 as set out inthe resolution.

The Board recommends the Resolution a set out underitem no. 5 for ratification by Members.

Shri Mahipal Gupta (DIN: 00057619) was appointedas the Managing Director of the Company with effectfrom January 07, 2010 for a period of (5) five years.During his tenure there was a violation of SEBI(Substantial Acquisition and Takeover) Regulations1997, in which a penalty was imposed upon him, as aresult of which disqualification arose under Section 154read with Schedule V of the Companies Act, 2013. Asthe tenure of his appointment was expired on January06, 2015, the Board of Directors of the Company at itsmeeting held on January 15, 2015 had re-appointed himas the Managing Director of the Company for a periodof (5) five years with effect from January 01, 2015,subjected to the approval of Shareholders in theupcoming General Meeting and further approval ofCentral Government on the terms and conditions asapproved by the Nomination and RemunerationCommittee.

Rupees 350,000/- per month

Two Percent of the Net Profit of the company for eachfinancial year as computed under the provision of theSection 198 of the Companies Act, 2013.

In addition to the above, he shall be entitledto the perquisites as mentioned below, the value whereofwill be restricted to an amount equal to 100% of annualSalary subject to the condition that the aggregate ofsalary and Perquisites shall not exceed Rs. 7,00,000/-per month.

Theexpenditure incurred by the company on Gas,

Electricity, Water and Furnishing shall be valued as perthe Income Tax Rules, 1962. This shall however, besubject to a ceiling of 10% of salary.

Expenses incurred for selfand his family member subject to a ceiling of onemonth�s salary in a year or three months salary over aperiod of three years.

For self and his familymembers once in a year incurred in accordance withthe rules specified by the company.

Fees of clubs subject to a maximum of twoclubs; this will not include admission and lifemembership fees.

Premium not to exceedRs. 4,000/- per annum on any policy, if any, taken bythe company or reimbursement to him in this behalf.

The following perquisites shall also be allowed howeverthey shall not be included in the computation of theceiling on perquisites mentioned above and aspermissible under existing law:

i. Company�s contribution to Provident Fund @ 12%of the salary or such higher amount as may bepermissible under the law.

ii. Company�s contribution towards SuperannuationFund as per the rules of the company�ssuperannuation scheme as may be applicable fromtime to time provided however that the company�scontribution to the superannuation fund togetherwith contribution to the Provident Fund shall notexceed 25% of the salary or any other higheramount that may be permissible under the law.

iii. Gratuity in accordance with the rules of thecompany as applicable to the senior executives ofthe company but not exceeding half a month�ssalary for each completed year of service.

iv. Encashment of leave at the end of the tenure shallnot be included in the computation of ceiling onperquisites.

Provision forreimbursement of expenses made towards theCompany�s Business, it includes expenses incurred

towards Local conveyance, Guest Entertainment, Tourand Travel, Printing and Stationery, Legal expenses etc.

Provision for car with driver and telephone at residence,provided that personal long distance calls on telephoneand car for private use shall be recovered by theCompany.

Shri Amit Mahipal Gupta (DIN: 00058701) wasappointed as the Whole -time Director of the Companywith effect from January 07, 2010 for a period of (5)five years. During his tenure there was a violation ofSEBI (Substantial Acquisition and Takeover)Regulations 1997, in which a penalty was imposed uponhim, as a result of which disqualification arose underSection 154 read with Schedule V of the CompaniesAct, 2013. As the tenure of his appointment was expiredon January 06, 2015, the Board of Directors of theCompany at its meeting held on January 15, 2015 hadre-appointed him as the Whole -time Director of theCompany for a period of (5) five years with effect fromJanuary 01, 2015, subjected to the approval ofShareholders in the upcoming General Meeting andfurther approval of Central Government on the termsand conditions as approved by the Nomination andRemuneration Committee.

Rupees 350,000/- per month

: Two Percent of the NetProfit of the company for each financial year ascomputed under the provision of the Section 198 of theCompanies Act, 2013.

: In addition to the above, he shall be entitledto the perquisites as mentioned below, the value whereofwill be restricted to an amount equal to 100% of annualSalary subject to the condition that the aggregate ofsalary and Perquisites shall not exceed Rs. 7,00,000/-per month.

: Theexpenditure incurred by the company on Gas,Electricity, Water and Furnishing shall be valued as perthe Income Tax Rules, 1962. This shall however, besubject to a ceiling of 10% of salary. Expenses incurred for selfand his family member subject to a ceiling of onemonth�s salary in a year or three months salary over aperiod of three years. For self and his familymembers once in a year incurred in accordance withthe rules specified by the company. Fees of clubs subject to a maximum of twoclubs; this will not include admission and lifemembership fees.: Premium not to exceedRs. 4,000/- per annum on any policy, if any, taken bythe company or reimbursement to him in this behalf.

The following perquisites shall also be allowed howeverthey shall not be included in the computation of theceiling on perquisites mentioned above and aspermissible under existing law:i. Company�s contribution to Provident Fund @

12% of the salary or such higher amount as maybe permissible under the law.

ii. Company�s contribution towards SuperannuationFund as per the rules of the company�ssuperannuation scheme as may be applicable fromtime to time provided however that the company�scontribution to the superannuation fund togetherwith contribution to the Provident Fund shall notexceed 25% of the salary or any other higheramount that may be permissible under the law.

iii. Gratuity in accordance with the rules of thecompany as applicable to the senior executivesof the company but not exceeding half a month�ssalary for each completed year of service.

iv. Encashment of leave at the end of the tenure shallnot be included in the computation of ceiling onperquisites.

Provision forreimbursement of expenses made towards theCompany�s Business, it includes expenses incurredtowards Local conveyance, Guest Entertainment, Tourand Travel, Printing and Stationery, Legal expenses etc.Provision for car with driver and telephone at residence,provided that personal long distance calls on telephoneand car for private use shall be recovered by theCompany.

Shri Adarsh Mahipal Gupta (DIN: 00855511) wasappointed as the Whole -time Director of the Companywith effect from January 07, 2010 for a period of (5)five years. During his tenure there was a violation ofSEBI (Substantial Acquisition and Takeover)Regulations 1997, in which a penalty was imposed uponhim, as a result of which disqualification arose underSection 154 read with Schedule V of the CompaniesAct, 2013. As the tenure of his appointment was expiredon January 06, 2015, the Board of Directors of theCompany at its meeting held on January 15, 2015 hadre-appointed him as the Whole -time Director of theCompany for a period of (5) five years with effect fromJanuary 01, 2015, subjected to the approval ofShareholders in the upcoming General Meeting andfurther approval of Central Government on the termsand conditions as approved by the Nomination andRemuneration Committee.

Provision forreimbursement of expenses made towards theCompany�s Business, it includes expenses incurredtowards Local conveyance, Guest Entertainment, Tourand Travel, Printing and Stationery, Legal expenses etc.

During the normal course of business the company needsto enter into various transactions with certain relatedparties. Although the management of the companyendeavor to undertake the transactions at Arms LengthPrice. However, at times it may happen that establishingthe Arms Length Price is very difficult or not possiblebecause of peculiar nature of transactions and under suchcircumstances, these kind of transactions may attract the

provisions of Section 188 of the Companies Act, 2013.Further, since the paid-up capital of the company crossedRs.10 crores during the financial year 2014-15, thereforein terms of provisions of first proviso to sub section (1)of Section 188 read with Rule 15(3)(i) of the Companies(Meetings of Board and Committees) Rules, 2014, thecompany required to obtain prior approval of theshareholders of the company for undertaking any relatedparty transaction / arrangements.In view of the above, approval of shareholders is beingsought for following probable related party transactionson estimated basis :

1. M/sAutolite Sh. Mahipal Gupta Direct Purchase: 3000Manufacturing Limited Sh.Amit Mahipal Gupta Sales: 2000

Sh.Adarsh Mahipal Gupta

2. M/s TanishkaAuto Sh. Mahipal Gupta Direct Purchase: 150Components Sh.Amit Mahipal Gupta Sales: 100Private Limted Sh.Adarsh Mahipal Gupta

Sh. I. B. Soni

3. M/s Mamraj Sons Sh. Mahipal Gupta Indirect Purchase: 150(Auto) Limited Sh.Amit Mahipal Gupta Sales: 100


4. M/sAutopal Inc, USA Sh. Mahipal Gupta Direct Sales: 100Sh.Amit Mahipal GuptaSh.Adarsh Mahipal Gupta

5. M/s Palsoft Infosystems Sh. Mahipal Gupta Direct Lease of officeLimited Sh.Amit Mahipal Gupta Space Rent: 1


6. Anusika Industries Limited Sh. Mahipal Gupta Indirect Job work charges : 200

Therefore the Resolution placed at item no. 9 is proposedfor consideration of shareholders and if thought fit to bepassed as a special resolution.

Section 180 (1) (c) of the Companies Act, 2013, stipulatesfor approval of borrowing powers of the Board ofDirectors by the members of the Company in the GeneralMeeting by way of passing a Special Resolution if theborrowings by the board exceeds the aggregate of paidup capital and free reserves of the Company and lookingto the future requirements of the funds by the Company,it is anticipated that the total borrowings of the Companymay cross the existing borrowing limits of the Board,therefore it is proposed to raise the borrowing powers ofthe Board of Directors upto Rs. 75.00 Crores (RupeesSeventy Five Crores Only), which requires to be pre-approved by the members in general meeting by way of

Special Resolution. Hence, this resolution is placed beforethe members for their consideration and if think fit to bepassed as a special Resolution, with or withoutmodification.


[email protected] � www.autopal.comL31506RJ1977PLC001738

I/We hereby record my/our presence at the 38th Annual General Meeting of the Company held at D- 469, RoadNo. 9A, V.K.I Area, Jaipur 302013 at 11.00 a.m. on Tuesday, the 29th day of September, 2015.

Name and Address of the Shareholder(s):

If shareholder(s), please sign here If proxy, please mention name and sign here

Name of Proxy Signature

:

(1) Shareholder / Proxy holder, as the case may be, is requested to produce the attendance slip duly signed atthe entrance of the Meeting venue.

(2) Members are requested to advise the change of their address, if any, to Autolite (India) Limited, at theabove address.


[email protected] � www.autopal.com L31506RJ1977PLC001738

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Name of the member (s):

Registered address:

E-mail Id:

Folio No/ Client Id:

I/We, being the member (s) of ___________________shares of the above named company, hereby appoint

1. Name: ................................................................................................................................

Address: ............................................................................................................................

E-mail Id: .......................................................................... Signature: ............................,

or failing him

2. Name: ................................................................................................................................

Address: ............................................................................................................................


or failing him

3. Name: ................................................................................................................................

Address: ............................................................................................................................


or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the of the Company held at D- 469, Road No 9A, V.K.I Area, Jaipur 302013 on Tuesday, the and at any adjournment thereof in respect of such resolutions as are indicatedbelow:

1 Adoption of the Audited Financial Statements of theCompany for the financial year ended on 31st March, 2015and the Reports of the Directors� and Auditors� thereon.

2 Reappointment of Shri Kuldeep Kumar Gupta who retiresby rotation.

3 Ratification of appointment of Statutory Auditors and tofix their remuneration.

4 Regularize the appointment of Smt. Madhu Choudhury asdirector and to further appoint her as an IndependentDirector of the Company.

5 Ratification of remuneration of Cost Auditor.

6 Reappointment of Shri Mahipal Gupta as the ManagingDirector of the Company.

7 Reappointment of Shri Amit Mahipal Gupta as theWhole- time Director of the Company.

8 Reappointment of Shri Adarsh Mahipal Gupta as theWhole-time Director of the Company.

9 Approval of Prospective Related Party Transactions.

10 Increase the Borrowing Limit of the Company.

Signed this __________day of ___________________________, 2015

Signature of Shareholder______________________

Signature of Proxy holder(s) __________________

AFFIXRe 1

RevenueStamp

Documents

Registrars and Share Transfer Agents · Email: [email protected] Works D-469, Road No. 9A ,Vishwakarma Industrial Area, Jaipur, 302013 E-527-529, RIICO Industrial Area, Sitapura,