autoline industries ltd share price Directors report

Dear Members,

Your Directors are pleased to present the 27th Directors Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31, 2023.

1. Financial Results

The financial highlights for the year under review compared to the previous financial year are given below:

PARTICULARS Standalone Consolidated
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Revenue from operations 64658.84 56637.89 64975.01 56843.32
Earnings before Interest, Financial Charges, 4011.65 4730.00 4108.46 4788.00
Depreciation, Tax & Amortization – (EBIDTA)
Less: Finance Cost 2139.14 2532.01 2198.54 2568.12
Less: Depreciation & amortization expenses 1739.71 2011.04 1763.47 2013.56
Add: Exceptional items 1355.34 563.08 909.99 563.08
Profit Before Tax 1488.14 750.03 1056.44 769.40
Tax Expense 0.00 0.00 2.94 0.00
Profit After Tax (PAT) 1488.14 750.03 1053.5 769.40
Other Comprehensive Income -10.47 44.40 -11.85 47.68
Profit Attributable to group 1477.67 794.43 1041.65 817.08
Earnings per Share (Basic) (in Rs.) 3.84 2.04 2.72 2.09
Earnings per Share (Diluted) (in Rs.) 3.82 1.99 2.70 2.05

2. Transfer to Reserves

The Company does not propose to transfer any amount to general reserve.

3. Dividend

Though your Company has earned Profit after Tax

(PAT) of Rs. 14.88 Crores during the year, the Board of

Directors do not recommend dividend for the financial year 2022-23 as the Board wishes to retain the earnings to meet its financial obligations and for growth. No dividend was declared in the previous year.

4. State of the Companys Affairs, Financial Performance and Business Overview

Upon generating the highest revenue in FY 2021-22 in last seven years, your company is now on the path of exponential growth based on improved performance of all business divisions supported by strong demand.

The Company generated stand-alone revenue of

Rs. 646.59 Crore this year against Rs. 566.38 Crores in last year and had a net profit of Rs. 14.88 crores, twofold up from Rs. 7.50 Crores the year before. The Company has registered the 14% revenue growth in FY 2022-23 over FY 2021-22, by expanding the Customer base, developing new products, tapping new markets/ customers, automation in the production line and passenger vehicles continue to show increased volumes, side by side taking efforts to reduce the costs and improve operational efficiency. These approaches ensured the positive results during the year and worked as the turnaround strategy for the Company.

Directors believe that with the latest market demand the growth trajectory of the company will continue and foreseeing increase in CV Sales in Q1 and subsequent quarters. The Company had expanded its customer base in Auto and Non-Auto segment and determined to diversify in to EV product portfolio to improve topline and operational efficiency. With the upturn of economy supported by several emerging growth drivers and facilitating policies of the government the automotive OEMs witnessed higher pace growth than moderate. Overall Indias automotive industry is set for an upward trajectory, with strong growth potential in production, sales, and exports. As the nation transitions towards electric vehicles, the industrys economic impact will further expand, solidifying

Indias position as a global automotive powerhouse.

The ongoing shift in consumer preferences, increasing exports, and government support are key drivers in shaping the future of the industry. As the automotive market continues to evolve, Indias strategic focus on innovation, infrastructure development, and sustainable practices will not only boost its economic growth but also position the country as a leading player in the international automotive arena by

2030 and beyond.

Your Company with an emphasis on "Turnaround,

Stability and Growth," is poised to continue delivering consistent results for years to come. This motto reflects a renewed focus on driving growth while also ensuring that the company remains stable and sustainable over time. Achieving these goals will require ongoing effort and adaptability in response to changing market conditions. However, with a clear vision and strong leadership at all levels of the organization, there is every reason to believe that the company can continue thriving well into the future.

The remarkable turnaround since FY 2021-22 is a testament to the Companys resilience and determination to deliver value for its stakeholders. Achieving a revenue of Rs. 646.59 Crores, clearly reflects the state of the Companys affairs on an upward trajectory.

Moreover, reducing overall long-term debt burden during this period demonstrates smart fiscal planning and strategic decision-making by the company leadership – something that bodes well for future growth prospects. Further focused efforts in enhancing the operational and financial performance by way of cost savings, consolidation of manufacturing facilities, supply chain streamline, adding new revenue streams, ensuring timely delivery of products that meet clients as well as industry standards of quality, and an upsurge in the demand of automobile succored the Company to move in its turnaround journey.

As we look ahead, these factors instill confidence that the Company will continue focusing on motto

"Turnaround, Stability and Growth" through delivering consistent performance metrics in years to come while keeping shareholders interests at heart.

Highlights of performance and other affairs are discussed in more detail in the Management Discussion and Analysis Report attached after this report which is integral part of this Report

5. Electric Bicycles Journey & New Ventures

Electric bicycles are revolutionizing transportation with their numerous benefits These eco-friendly modes of transportation not only help reduce carbon emissions but also provide a fun and efficient way to get around.

Your Company are among the company that has jumped on board with this trend and is utilizing its own existing capacities to manufacture E-Cycles with the support of Autoline Design Software Limited (ADSL), a wholly-owned subsidiary in design, engineering, and development. With this new venture, Autoline E-Mobility Private Limited (AEMPL) a wholly owned subsidiary of your Company have developed eight variants of E- Cycles in various frame sizes with the brand name "e-speed."

When it comes to ride safely and to keep body strong and healthy, an electric bike is always a better option on the road in low speed segment than an electric scooter and post ban on low-speed scooter later in 2nd half of the year, the demand is surged for e-cycles and the sales numbers are getting increased.

The demand for eco-friendly transportation is higher than ever, and the Company has already stepped in this constantly growing market and is well shaped to meet the challenge.

During the year under review, the Company have launched 4 new models i.e., 27.5 Inch Unisex, 26 Inches Cargo & Frame with integrated battery (front and rear wheel drives) - fully designed, developed and manufactured at the Autoline Unit of the Company, sold and serviced at PAN India network along with e-commerce presence.

These models include a 27.5 Inch Unisex thats perfect for daily commuting or leisurely rides through the park. Theres also a cargo version with an integrated battery that features both front and rear-wheel drives.

This model is ideal for those who need to carry groceries or other items while still enjoying the benefits of an electric-powered ride. The Company has also made sure these bikes are widely accessible by selling and servicing them through PAN India dealer network along with an e-commerce presence by making them available on Amazon, Flipkart And all four models have been tested and certified by ARAI Pune and are eligible for the Delhi Govt subsidy scheme

This commitment to quality reflects in every aspect of these electric bicycles design – from their durable frames to their efficient batteries making them a reliable choice for anyone looking to switch over to eco-friendly transport options!

Your company is also working on the development of an indigenized range of electric two-wheeler products and is in the pipeline for launch. The said will be with a new brand name which is under the process of registration and trademarking with the authorities.

6. The Railways and Locomotive Business Update

The Company has taken part in multiple IRCTC tenders for around 40 products, including sliding doors, stainless steel end walls, water tanks, FIAT bogie frames, side wall assemblies, etc. and anticipates receiving orders in FY23-24. The Company had formed LLP in 2021 to explore the potential for the railway business.

On research, it was observed that due to the companys historical presence of two decades, the railway business with the company is more advantageous than doing so with a new LLP. Further it found easy to get business in long standing and well set-up Company compare to the new comer. Therefore, the Company decided to close the LLP and the same was closed by the Company during the year.

7. Relocation & Expansion of Hosur unit

To expand its capacity and attract more business from

Ashok Leyland and Daimler, the Company had moved its manufacturing facility to Hosur, Tamil Nadu earlier in previous year. The relocated facility immediately upon shifting had started operating and serving the consumers with the products. Moving has improved mobility, cut costs, and increased the effectiveness of CV operations.

In order to exploit the EV market on a wide scale, the

Company moved the current rented facility in Hosur,

Tamil Nadu, to larger premises during the year under review and commenced the production and expecting to show increased volume in the year 2023-24 onwards.

8. Raising of funds through Preferential Allotment

The Board of Directors at its meeting held on March 16,

2021, had approved the raising of funds by way of issuance of 10,00,000 Warrants at a price of Rs. 45/- each. Post receipt of required approvals for issuance of aforesaid securities the Board in its meeting held on

June 2 and 3, 2021 had allotted 10,00,000 Warrants to the Promoters at a price of Rs. 45/- each upon receipt of 25% amount upfront.

Upon receipt of balance amount of 75% of the issue price, 10,00,000 warrants allotted to Promoters were converted into Equity Shares on June 1, 2022.

Consequent to the issuance of new equity shares to the promoters, the paid-up share capital of the Company stands increased from 37,96,31,640 comprising of 3,79,63,164 Equity Shares of Rs. 10/- each, to 38,96,31,640 comprising of 3,89,63,164 Equity Shares of Rs. 10/- each, fully paid.

The funds raised through this Preferential Issue were utilized for repayment of loans, working capital requirements and other general corporate purposes.

9. New set-up at Sanand

Your Company had received an offer from Tata

Motors Ltd. ("TML") to set up a facility at Sanand, Gujarat to cater the need of automobile parts and components for Tata Motors. The said new facility has to be established on the Plot admeasuring 20000 sq. mtr. to be allotted by Gujarat Industrial Development

Corporation ("GIDC"). Your Company post-pandemic grabbed every opportunity in the automotive and non-automotive sectors and accepted the business proposition with Tata Motors Ltd. and Non-Tata Motors Limited customers in order to continue growing with the market.

You Board of Directors at its meeting held on June 1,

2023 considered the proposal and approved the setting up of a new plant/facility on the plot to be allotted by

GIDC at Sanand, Gujrat to expand the business and retain the existing business with OEM and grow the Companys operations.

Your Board of Directors estimated the fund requirements to the tune of Rs. 65 Cr. towards capital expenditure for acquiring the land, plant and machinery and other long term expenditure. Tata Motors Financial

Solutions Limited ("TMFSL") a financing arms of TML has in-principally agreed to finance the required amount and support the Company for aforesaid set-up.

10. Management Disccussion and Analysis Report

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors Report.

11. Subsidiaries and their Performance:

i. Autoline Industrial Parks Limited ("AIPL"):

AIPL is engaged in land acquisition and development activities and has foreign investment. It owns and possess 113.02 acres of land parcel at Mhalunge, Chakan, Pune and land area of 102.50 acres is approved for setting up of Township under the Integrated Township

Project ("ITP") of Government of Maharashtra. AIPL has received Master Plan approval under the Integrated Township Project Regulations from Pune Metropolitan Regional Development

Authority (PMRDA). The land, surrounded by Auto cluster, engineering and other industries, has magnificent potential.

During the period under review, AIPL has not contributed to the performance of the

Company since there is no other activity in AIPL except to monetize/develop the land which is under consideration.

As posted in the last Annual Report on land monetization project, the Company was in discussion with House of Hiranandani (HoH),

Mumbai based developer ("Developer") for the development of logistics/industrial parks on the land of apprx. 100 acres owned by AIPL, however, both parties had cancelled the discussion due to procedural and technical stalemate. During the year the Company was engaged in conversation with the ESR Advisers India Private Limited

("ESR") for the Sale of their Equity Stake in Autoline Industrial Parks Limited, a Material Subsidiary of the Company. However, the said discussion could not have proceeded on account of technical reasons and it has been discontinued.

Sale of Investments in AIPL

The Company is holding 43.26% stake in AIPL and together with its wholly owned subsidiary Autoline Design Software Ltd. ("ADSL") hold 44.78% Equity

Shares. In the course of exploring various options the management of the company identified a potential buyer MNSC Realty & Developers Pvt. Ltd. for its stake sale and the Company have entered into a Memorandum of Understanding

(MoU) with MNSC Realty & Developers Pvt.

Ltd on April 28, 2023. Further discussion are going on to conclude the definitive agreement between the parties.

ii. Autoline Design Software Limited ("ADSL"):

As a wholly owned subsidiary of Autoline, ADSL has become a leading provider of engineering and designing software services to the Company. With their multifaceted approach to engineering solutions, they are able to provide customers with one-stop complete solutions for all their needs. From design concepts to rapid prototype manufacturing, ADSL is always ready to deliver quick and efficient results.

The engineering and design segment is an ever-growing industry with enormous potential. The demand for innovative designs and efficient solutions is constantly increasing in all the sectors and the uptick in Auto sector will open up tremendous demands for these kinds of Services and ADSL is well posed to grab these opportunities.

ADSL has been actively working on expanding its customer base by offering offshore and onsite engineering services and high-quality business solutions that cater to various industries such as automotive, railway, defense, white goods, consumer electronics etc. Their extensive experience in these sectors means that they can provide valuable insights into the latest trends and innovations within those fields.

ADSLs commitment towards innovation and excellence has allowed them to stand out as a reliable partner for any company looking for top-notch engineering software services. As they continue exploring new opportunities in emerging markets like E-vehicles or GPS systems while also maintaining strong partnerships with well-known OEMs like Ashok Leyland or Tata Motors it seems clear that there will be many exciting developments ahead!

One such successful endeavor by ADSL was the assistance in manufacturing and launch of E-cycles in the market. With their design support and technical assistance, ADSL helped the company to manufacture electric cycles that met high-quality standards while being cost-effective. ADSLs experience also extends to testing and validation services for major automobile manufacturers like Ashok Leyland, Tata Motors as well as Autoline among others.

This proves that ADSLs capabilities go beyond just designing software; they are also proficient in delivering comprehensive services related to engineering solutions.

During the year under review, ADSL achieved a revenue of Rs. 3.70 Crores (12.8% increase compared to previous year) with a net profit of Rs. 93.21 Lakhs (before exceptional items and Tax). During the year under review despite the fact that all revenue is generated from business performed for the

Company, it provides the comfort of in-house availability of engineering design capabilities to the Companys customers, directly contributing to the Companys performance.

iii. Autoline E-Mobility Private Limited ("AEMPL"): By releasing E-cycle onto the market, the Company has entered directly in the EV industry. On March 4, 2022, the Company established one specific subsidiary, Autoline E-Mobility Private Limited, taking into account potential opportunities in this industry and E-cycle segment of the Company is being carried on under this Company.

During the year under review, AEMPL achieved a revenue of Rs. 1.20 Crores with a net profit of Rs. 7.27 Lakhs and to that extent it contributed to the consolidated results of the Company.

iv. Koderat Investments Limited, Cyprus – (Koderat):

Your company had acquired 100% stake in

Koderat Investments Limited in September,

2008 ("Koderat") a Company incorporated and existing under the laws of Cyprus; acting as a Special Purpose Vehicle (SPV). Further "Koderat" invested funds in "SZ Design Srl" and "Zagato

Srl" Italian limited liability companies, Milan and acquired 49% equity share capital of said Italian companies. These companies were into the business of developing, designing and providing engineering services.

The net worth of SZ Design Srl has been eroded due to various write-offs. SZ Design Srl has been declared bankrupt by the Tribunal of Milan on

January 2, 2015 and the judiciary receiver has been appointed by the Bankruptcy Tribunal and the investment in this Company was impaired to Nil as not realizable. The net assets value of Zagato Srl has turned negative due to incurring losses in previous years and it was declared voluntarily in liquidation. The Shareholders meeting of Zagato Srl has resolved to exclude

Koderat as a shareholder. The resolution has been registered in the Registrar office, Cyprus and now Koderat is no more shareholder of Zagato

Srl. Koderat is a Special Purpose Vehicle ("SPV") and due to above-mentioned reasons, it has not contributed directly to the performance of the

Company during the year under review.

12. Subsidiaries Financials

A Report on the performance and financial position of each of the subsidiaries of the Company pursuant to Rule 8 (1) read with Rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is annexed as "Annexure -A" and forms a part of this Annual Report.

13. Extract of Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules,

2014, the Annual Return for FY 2022-23 is available on Companys website at the following link: http://

14. Directors and Key Managerial Personnel

The Board of Directors of your Company is duly constituted with an adequate mix and composition of executive, non-executive and independent directors in accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Board of the Company at its meeting held on

January 30, 2021 appointed Ms. Rajashri Sai (DIN: 07112541) as an Independent Woman Director effective from February 1, 2021 for three years to fulfill the requirement of Woman Director. Her term of office will expire on January 31, 2024. The Nomination

& Remuneration Committee at its meeting held on May 18, 2023 recommended for reappointment of

Ms. Rajashri Sai for her second term of five years and her reappointment for a further period of 5 years is being placed at the 27th Annual General Meeting of the members of the Company for their approval.

In accordance with the provisions of the Companies

Act, 2013 and Companys Articles of Association,

Mr. Sudhir Mungase (DIN: 00006754), Wholetime

Director, is liable to retire by rotation at the conclusion of this Annual General Meeting and being eligible, he has offered himself for re-appointment at the upcoming Annual General Meeting.

15. Directors Responsibility Statement

Pursuant to the requirement of Section 134(5) of the

Companies Act, 2013, the Directors hereby confirm that:

i) In the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable

Accounting Standards have been followed along with proper explanations relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on

March 31, 2023 and of the profit of the Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

v) The directors have laid down internal financial controls to be followed by the Company and such controls are adequate and are operating effectively.

vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively, which are being further strengthened.

16. Number of Board Meetings

The Board of Directors duly met Six (6) times in the year under review. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 time to time.

17. Independent Directors

Mr. Prakash Nimbalkar (DIN: 00109947), Mr. Vijay Thanawala (DIN: 00001974) and Ms. Rajashri Sai (DIN: 07112541) are the

Independent Directors on the Board of the Company and have remained independent throughout the year as contemplated in section 149(6) of the Companies Act, 2013.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 ("Act") and Clause 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and that they are not debarred from holding the office of director by virtue of any SEBI order. Further, the Independent Directors have complied with the Code for Independent

Directors prescribed in Schedule IV to the Act.

The Company familiarizes the Independent Directors through various Programmes with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The details of such familiarisation programmes are put on the Companys website and can be accessed at the link http://

18. Performance Evaluation

Pursuant to Section 178 (2) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of Individual

Directors including the Chairman of the Board who were evaluated on various parameters such as level of engagement, contribution and independence of judgment as per the criteria formulated by Nomination

& Remuneration Committee; thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the director being evaluated. The performance was evaluated on the basis of 1-5 scores (Min: 1, Max: 5) each on the basis above parameters.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Annual evaluation of the performance of the Board and its committees such as Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee were carried out. The Directors expressed their satisfaction with the evaluation process.

19. Nomination & Remuneration Committee and Companys Policy on Directors Appointment and Remuneration

Your Company has duly established a Nomination and Remuneration Committee. The Committee has presented to the Board the policy with respect to the appointment of directors including criteria for determining qualifications, positive attributes, independence of directors, remuneration for the directors, key managerial personnel and other senior employees etc. and thereafter the Board approved the same.

In compliance with Section 178(4) of the Companies Act, 2013 and the rules made thereunder, the salient features of the Nomination and Remuneration Policy of the Company and its web link are given as under.

The Nomination and Remuneration Policy of the company is framed in compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligation and Disclosure Requirement)

Regulations, 2015. The Policy extensively provides for the identification of the persons who are qualified to become Directors of the Board and those who may be appointed in the Senior Management in accordance with the criteria laid down and recommend to the

Board their appointment. The policy also provides that the Nomination and Remuneration Committee shall ensure that the level and composition of remuneration is reasonable and is sufficient to attract, retain and motivate Directors and the employees of senior management.

The Policy provides that remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short-term and long-term performance objectives. The policy also has the unique feature of providing Directors, Key Managerial Personnel and

Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

The complete policy is available at http://

The Non-executive Directors have no pecuniary relationship or transactions with the Company. Further, the Company makes no payments to the

Non-executive Directors other than sitting fees which is in accordance with the provisions of the Companies

Act, 2013 and the Rules made there under.

The Nomination and Remuneration Committee in its meeting held on May 18, 2023 recommended to pay remuneration by way of commission to the

Non-executive Directors for the services rendered to the Company in previous many years as the Company has not paid remuneration in past many years other than sitting fees to the Independent Directors due to incurring of losses.

20. Risk Management Policy

Your Directors have formed a Risk Management Committee chaired by Mr. Prakash Nimbalkar (DIN:

00109947). During the year your company has reconstituted the committee and added management members in order to strengthen the committees oversight of the risk management process, ensure that the company is taking the proper steps to mitigate risks, and enhance the overall risk management framework of the company. In the companys Corporate

Governance Report, a detailed composition is provided. In order to reflect the most recent risk management best practices and standards, your company has updated its risk management policy. To address all facets of risk management, the amended policy has been made more thorough. The policy has been expanded, made more clear, and is now enforceable, all of which will make it easier to verify that the business is taking the proper precautions to reduce risks and safeguard its assets.

The Management has established sufficient and efficient procedures and resources for risk management. The Risk Management Committees reorganization is a critical step in strengthening the companys risk management structure. With the addition of management representatives across the multidisciplinary level such as operations, Finance, Human assets development, the committee has the knowledge and efficientl yexperience required to supervise the companys risk management initiatives.

The committee is committed to ensuring that the company is taking the appropriate measures to mitigate risks

Your Company has not yet identified any risk factors that could imperil its survival, with the exception of the general, economic, and business risks stated under the para-Risks and Mitigation Strategies in Management Discussion and Analysis Report, which is a part of this Annual Report.

21. Internal Control Systems and their Adequacy

According to the size, scope, and complexity of its operations, your company has an internal control system. The Internal Auditors / Audit Department monitors and evaluates the organizations adherence to operational systems, accounting procedures, and policies at all of the Company and its Subsidiaries locations, as well as the effectiveness and sufficiency of internal control systems. Based on the report from the internal audit function and internal auditors, the Board has advised the functional heads and process owners to take corrective action in order to improve the controls.

22. Corporate Social Responsibility (CSR)

The CSR Committee was established by the Company, and the Corporate Governance Report of the Company provides details of its constitution. Because your company has suffered losses over the past few fiscal years, Section 135 of the Companies Act of 2013 does not apply to its CSR operations hence the Company has not carried out CSR activities in accordance with Section 135 of the Companies Act 2013 however, your company has been actively taking part in CSR initiatives on a volunteer basis, such as planting trees, visiting orphanages, helping those in need, etc.

23. Audit Committee

Your company has formulated an Audit Committee, the members of which are listed in the Corporate

Governance report along with other information.

The Board regularly receives recommendations from the Audit Committee. The Board carefully considers those suggestions. However, during the year under review, there have not been any occasions where the Audit Committees recommendations were not followed by the Board.

24. Auditors


At their 26th Annual General Meeting on September 29, 2022, the members of the Company appointed M/s. Sharp & Tannan Associates, Chartered

Accountants, as the Companys Statutory Auditors for a term of 5 years beginning after the conclusion of this 26th Annual General Meeting and ending on conclusion of the 31st Annual General Meeting.

Auditors Report:

The Notes on financial statement referred to in the

Auditors Report are self-explanatory and do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Statutory

Auditors in his Report.

Secretarial Standards

The Board confirms compliance of the provisions of the Secretarial Standards notified by the Institute of

Company Secretaries of India (ICSI).


Your Board engaged M/s. KANJ & Co. LLP, Company Secretaries, Pune, a firm of Practising Company

Secretaries, for the purposes of Secretarial Audit for the year ended March 31, 2023, in accordance with Section 204 of the Companies Act, 2013, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Secretarial Audit Report in terms of Section 204 (1) is enclosed as "Annexure B".

The Secretarial Auditors in their Secretarial Audit

Report have observed that:

Foreign Exchange Management Act, 1999

The Company has not filed Annual Performance Report of its wholly owned subsidiary Koderat Investments

Limited, Cyprus for the financial years 2018-19,

2019-20 & 2020-21. Thus to that extent it has not complied with Regulation 15 of the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2000.

Comments by the Board of Directors: Koderat Investment Limited is acting as special purpose vehicle and acquired 49% stake of "SZ Design SRL" and "Zagato SRL" Italian Limited Liability companies and these companies are into liquidation/ bankruptcy stage and the audited accounts of these companies for the relevant period were not released and made available to us and therefore the Audit of Accounts for Koderat

Investment Limited for the financial years 2018-19,

2019-20, 2020-21 & 2021-22 is yet not completed and

Annual Performance Report has not filed. The Company will file the same immediately after receipt of Audited Accounts of Koderat Investment Limited.


Since the previous financial year, Moore Stephens Singhi Advisors LLP, Chartered Accountants in Mumbai, has served as the Companys internal auditor. The internal auditors carried out a thorough audit and looked at a number of things, such as related party transactions, inventory management, human resources and payroll, and so forth. They have provided solutions and remedial actions in order to improve overall effectiveness and efficiency in the pertinent domains.

25. Details in Respect of frauds Reported by Auditors under Section 143(12)

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the BoardunderSection143(12)oftheCompaniesAct,2013

26. Vigil Mechanism / Whistle Blower Policy

A whistleblower policy (WBP) is a safeguard that your company has in place to address any instances of fraud and poor management. The Whistle Blower Policys specifics are covered in the Corporate Governance Report and are also available on the company website.

27. Loans, Guarantees and Investments by Company

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the

Financial Statements.

28. Deposits

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

29. Related Party Transactions

All related party transactions that entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their associates /relatives which may have a potential conflict with the interest of the Company at large.

The Related Party Transactions were approved by the Audit Committee and also by the Board, wherever necessary. The Audit Committee has granted omnibus approval for related party transactions that were repetitive in nature by following the requirements as laid down in the Companies Act and Rules made thereunder and Clause 23 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A quarterly statement of Related Party Transactions is being placed before the Audit Committee for review and noting.

The Company has not entered into any transactions with related parties during the year under review which require reporting in Form AOC-2 in terms of Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The policy on Related Party Transactions and the Policy on Determination of Material Subsidiaries as approved by the Board is also uploaded on your

Companys website.

30. Material Changes and Commitments Occurred during April 1, 2023 till the date of this report which would affect the Financial Position of your Company.

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.


i. No significant or material orders were passed by the Regulators or Courts or Tribunals which will impact the going concern status and Companys operations in future.

ii. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)

Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) of the Company and its associates are covered under this policy.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

iii. The Company has not issued Equity Shares with differential rights as to Dividend, Voting or Otherwise.

iv. The Company has not issued shares (including Sweat Equity Shares) to Employees of the Company under any Scheme.

v. There has not been any change in the nature of business of the Company during the year under review.

vi. A disclosure, as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained – The business of the company does not fall under any of the sector mentioned in The Companies (Cost Records and Audit) Rules, 2014 read with the Section 148 of the Companies Act, 2013. Hence maintenance of cost record is not applicable to the company

vii. There is no application made or any proceeding pending under Insolvency and Bankruptcy Code against the Company during the year under review.

viii. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof. – Not applicable.

31. Corporate Governance

A special section on the corporate governance practices used by your company is included in this annual report in accordance with the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, together with a certificate from the Practising

Company Secretary attesting to compliance.

The Board has established a Code of Conduct for all Board Members and Senior Management of the Company in accordance with the SEBI Regulations. The Companys website has a copy of the Code of Conduct posted there. Senior Management

Personnel and all Board Members have confirmed conformity with the Code.

32. Consolidated Financial Statements

The Consolidated Financial Statements of your Company prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable and forms part of this Annual Report.

33 Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable

Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

34. Conservation of Energy, Technological Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-D".

35. Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as under:

Information as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

A statement containing particulars of top ten employees in terms of remuneration drawn as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 is given in an annexure forming part of this Report. In terms of Section 136 of the Act, the

Annual Report and Financial Statements are being sent to the Members excluding the aforesaid annexure. The said annexure is available for inspection at the Registered Offic of the Company during business hours. Any member interested in obtaining said annexure may write email to

The name of every employee whose remuneration aggregated to Rs. 1.02 Crores per annum or Rs. 8.50 lakhs per month during FY 2022-23: NIL

During the year under review, there is no employee employed throughout the financial year or part thereof, was in receipt of remuneration which in the aggregate, or at a rate which, in the aggregate, is in excess of that drawn by the Managing

Director or Whole Time Director and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

Shareholding of Directors as on March 31, 2023

Sr. No. Name of the Director DIN No. of Equity Shares Percentage Holding
1 Mr. Prakash Nimbalkar 00109947 6700 0.02
2 Mr. Shivaji Akhade 00006755 5849981 15.01
3 Mr. Sudhir Mungase 00006754 4323431 11.10
4 Mr. Sridhar Ramachandran 07706213 2000 0.01
5 CA Vijay Thanawala 00001974 2525 0.01
6 Ms. Rajashri Sai 07112541 NIL NIL

36. Inter Se Relationship Between Directors

Mr. Sudhir Mungase (Whole-time Director) and Mr. Shivaji Akhade (Managing Director) are related to each other and Mr. Sudhir Mungase is a brother-in-law of Mr. Shivaji Akhade except for this there is no inter se relationships between the Directors.

37. Acknowledgements

Your Directors express their sincere appreciation for the support and cooperation received from various Central and State Government Departments, Customers,

Vendors, and Lenders, particularly Bank of Baroda, J M Financial Asset Reconstruction Company Limited, and

Tata Motors Finance Solutions Limited for their ongoing assistance and support during a very trying time for the

Company. The companys shareholders support and trust are also gratefully acknowledged by the directors. The directors also want to publicly express their sincere gratitude for the unwavering dedication and dedicated work of all of the companys workers & staff.

For and on Behalf of the Board
Prakash Nimbalkar
Pune, June 01, 2023 DIN: 00109947