Autoline Industries Ltd Directors Report.

DIRECTORS’ REPORT

Dear Members,

Your Directors are pleased to present 22nd Directors’ Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31, 2018.

FINANCIAL RESULTS

The financial to the previous financial year are given below:

( Rs. in Lakhs except EPS data)

PARTICULARS Standalone Consolidated
31.3.2018 31.3.2017 31.3.2018 31.3.2017
Revenue from operations (including excise duty) 39490.77 38961.55 39499.36 38966.47
Earnings before Interest, Financial Charges, Depreciation, Tax & Amortization – EBIDTA 759.21 1054.61 686.47 966.13
Less: Finance Cost 3667.21 3664.75 3686.03 3675.17
Less: Depreciation & amortization expenses 2224.88 2345.45 2225.98 2347.00
Add: Exceptional items 0.00 (3390.97) 0.00 (3390.97)
Add: Extraordinary items 0.00 0.00 0.00 0.00
Profit Before Tax (5132.87) (8346.56) (5225.54) (8447.00)
Tax Expense 0.00 (1259.86) 12.26 (1256.24)
Profit After Tax but (5132.87) (7086.70) (5237.80) (7190.76)
before deducting
minority interest(PAT)
Other Comprehensive (1.93) (6.38) 0.47 (5.90)
Income
Minority Interest 0.00 0.00 (50.93) (64.91)
Profit Attributable to (5134.80) (7093.08) (5186.40) (7131.75)
group
Earnings per Share (28.46) (49.58) (29.05) (50.31)
(Basic) (in Rs. )
Earnings per Share (28.45) (49.57) (29.03) (50.30)
(Diluted) (in Rs. )

Note: The previous year’s figures are made comparable with current year’s figures due to IND AS applicability in the current year.

PERFORMANCE REVIEW (CONSOLIDATED BASIS)

Revenue from operations (including excise duty) Rs. 39499.36 Lakhs (Previous Year Rs. 38966.47 Lakhs).

Operating EBIDTA (Earnings before Interest, Financial Charges, Depreciation, Tax & Amortization) decreased from Rs. 966.13 Lakhs to Rs. 686.46 Lakhs.

Profit Before Tax (PBT) increased from Rs. (8446.90) Lakhs to Rs. (5225.54) Lakhs.

Profit after Tax (PAT) increased from Rs. (7190.76) Lakhs to Rs. (5237.80) Lakhs.

Since the Company has incurred loss during the year under review the Company does not propose to transfer any amount to reserve.

The Standalone revenue from operations of the Company for the year ended March 31, 2018 was Rs. 39490.77 Lakhs (net of excise duty) up by approximate 8% as compared to previous year of Rs. 38961.55 Lakhs (net of excise duty) mainly due to increase in order of Tata Motors Ltd. The Company registered net loss of Rs. 5132.87 Lakhs as compared to the previous year’s loss of Rs. 4955.60 Lakhs before exceptional items. The net loss of the Company increased marginally mainly because of increase in raw material cost and under utilization of capacity.

During the year under review, your Company strongly focused to develop new customers and advance products and to increase highlights for the year under review compared sales volume. Despite of incurring losses it could effectively manage acute cash flow by improving operational efficiencies. To emerge from the current distress situation your company’s efforts are well under way which include carrying out strong financial discipline and to utilize surplus capacity and existing infrastructure of the Company and the outcome of the same shall be visualized in the coming years.

DIVIDEND

In view of losses incurred during the year under review, the Board of Directors do not recommend dividend for the financial year 2017-18. No dividend was declared in the previous year.

STATE OF THE COMPANY’S AFFAIRS AND BUSINESS OVERVIEW

Your Company is one of the largest automotive sheet metal components manufacturer in India and engage in production of Heavy Sheet Metal Components & Assemblies, Exhaust System, Pedal System, Door Assemblies, Load body, Door hinges & Skin panels etc. and supply to OEMs directly. Automobile industry accounts for 7.1% to India’s Gross Domestic Product (GDP). Financial Year 2017-18 turned out to be a major success for the Indian automotive industry, which has registered almost double-digit growth during last fiscal year.

The country’s domestic sales and exports in the automotive market saw a major surge across all segments. In the domestic market, the passenger vehicle market saw a growth of 7.89% with a sale of 3.28 million vehicles in April to March 2018, majorly led by utility vehicle sales, which itself saw a growth of 20.97%. Within the passenger vehicles segment, a sale of passenger cars, utility vehicle and vans grew by 3.33%, 20.97% and 5.78% respectively, over the same period last fiscal year.

Prospectus of the auto components industry for Financial Year 2018-19 looks very attractive and expecting the Indian automotive industry’s growth to carry the momentum forward in upcoming years across a majority of segments. Increased vehicle demand would convert into increased revenue for the components industry. Your Company is constantly striving to grab and retain new opportunities generating from the positive development and industry promotion measures.

During the recently concluded fiscal year, your Company took a number of initiatives to optimize the operations and derisk the business while making all the possible attempts to bring the pace back.

Issue of fresh Equity Shares on Preferential Basis

With the intention to infuse own long term funds in the

Company and finance the working capital requirements of the Company along with repayment of loans, the Board of the Company, with the approval of members of the Company, has allotted 49,69,134 Equity Shares having face value of

Rs. 10/- each at a price of Rs. 81/- each (Including premium of

Rs. 71/- each) on preferential basis to the promoters of the

Company and other strategic investors in the Month of November, 2017. Thereby your Company has received capital to the tune of Rs. 40.25 Crores and utilized it for repayment of loans and working capital requirements. With this issue, paid up share capital of the Company has increased to Rs. 210,001,880/- divided into 21,000,188 equity shares of Rs. 10/- each. This will also support the Net Worth of the Company. The newly allotted shares have been listed on BSE Limited and National Stock Exchange of India Limited.

Overseas Business Association

With an aim to make presence in overseas market and to increase operating efficiencies and to achieve cost optimization your Company entered into Memorandum of Understanding with T. S. Eng. Co. Ltd, Korea ("Tae Sung") on April 19, 2018 for getting technical assistance for low cost manufacturing of stamping die, prototype parts, pedal box, automotive camera etc. and to collaborate with Tae Sung for the development of products as well as markets local and overseas. Tae Sung Group has worldwide presence as a manufacturer and supplier and it is the forefront Enterprise for Automotive, Die and Electronics Stamping Part Design and First Grade Supplier to the various Original Equipment

Manufacturers (OEMs). Your company is confident about the new venture and this will surely help to develop new innovative products, cost control methodologies and develop new customer base.

Both the parties, after getting success in technical collaboration, may proceed to set up joint venture. The discussion is going on to finalize the technical assistance agreement.

Consolidation of Business

Currently your Company is operating through 8 manufacturing facilities and in-house Tool & Design Centre. Your Company believes that it can save money and operate more efficiently by reducing the number of facilities in a business. This consolidation can also improve communication between business functions such as production and marketing, and achieve savings by decreasing head counts, overheads and consolidating systems and processes. To unlock the benefits of business consolidation, the Company during the year under review, has shifted one of its manufacturing facility situated at F-II, 24/25, MIDC, Pimpri, Pune ("F-II Plant") to its existing units where the infrastructure were already available to get settle the F-II Plant. After shifting of manufacturing facilities of F-II plant, the Company has disposed-off leased hold land and building constructed thereon for a consideration of Rs. 11.00 Crores, the fund has been used for repayment of a term loan availed from Axis Bank Ltd which will reduce finance cost to the Company.

Your Company is further planning to consolidate one more unit situated at Survey No. 613, Mahalunge, Chakan, Pune to achieve the object of cost reduction and improve the operational performance and the sale proceeds will be used for the repayment of entire outstanding loan amount of Axis Bank Ltd., (Pledgee of above asset) and thereby the Company will be able to get free its other assets which are charged to Axis Bank. This consolidation will give multiple benefits to the Company.

New Products, Diversification - Products as well as

Customers

In order to derisk the business from dependence on Auto and Single customer in particular, the company has identified various non-auto projects which can be started on existing infrastructure with low investments, likewise your company is working to develop new customers or to get new projects of the existing customers; some of these include Hyundai Constructions, Mahindra, Ashok Leyland, Tata Hitachi etc. and new product lines such as pollution control units, tooling projects etc. The Company has also designed and is under development stage of e-cycle which is a niche and growing market in the country. Although, the agenda of diversifying to non-auto businesses has been on radar for several years now whose launching delayed due to the working capital shortage. Going forward, as working capital pressure eases gradually, the Company would be able to capitalize these niche products.

Future Business Strategy

Under utilization of capacity and shortage of working capital are the prime concern to address to achieve the turnaround of the Company. Your Company does not need to invest anything substantial to reach a top-line of Rs. 800 to Rs. 1,000 crores which manifests the current under-utilization of assets and very low requirement for capex over the next few years. For the current fiscal year, the company is targeting a turnover in between Rs. 520 to 540 crore which is capable to generate cash flow operation. Though the current turnover is primarily driven by the committed orders from Major customer, the Management is keen on diversification to reduce the over dependency on its major customer and auto-sector and most of actions are in line with drive. The Management expects the bottom-line to turn black in next fiscal and will be able to receive additional subsidy for its to units. The Company carried out debt restructuring exercise in 2014 with the hope of coming out cash flow mismatches. Though the company has improved its operations since then but still faces cash flow mismatches to honour its debt obligations on time apart from working capital shortage to execute orders on hand. The Company is planning to reduce its debts substantially and taking steps to un-lock values of non-core assets. For this purpose, the Company is working on various fund raising options to raise funds in between Rs. 100 to 115 crores and to attain this target your Board is in discussion with various reputed investment funds and investors to get equity funds in the Company.

Further, your Company has applied to the Government of Maharashtra for grant of Industrial Promotion Subsidy for Mega Project under Package Scheme of Incentive 2007 ("IPS") for its two more units where the fresh investment was made by the Company in addition of currently enjoying VAT/ CST Subsidy for its one unit situated at Chakan since 2009 and the Company is expecting to get the approval during the current fiscal and will be able to receive additional VAT

Subsidy for its two units.

In addition of above, the efforts are going expeditiously towards monetization of township land of its Subsidiary Company since Subsidiary company has entered into Memorandum of Understanding with Poddar Habitat Pvt. Ltd. a Mumbai based Developer (Subsidiary of Poddar Housing and Development Ltd.) on August 22, 2017 to discuss the project and the discussion is in process with the said Developer for Joint development of project or otherwise monetize the township land. Your Board is assured that township project would be one of the milestone to result in turnaround the Company. Your Board is also exploring other strategic options to maximise the value of investment made by your Company in its subsidiary.

Your Company is constantly in discussion with its prime customer for extending price rise of its supply on account of increased cost of inflation and award new business to the

Company since your Company is key supplier partner of Tata Motors. To get support from the lenders of the Company, your Company is working on various proposals.

Your directors are confident that all the above efforts shall bring back your company into the growth path. Further details on opportunity, challenges, risks and concern etc. are given in Management Discussion and Analysis Report which forms part of this Annual Report.

SUBSIDIARIES AND THEIR PERFORMANCE:

i Autoline Industrial Parks Limited, Pune, India (AIPL):

Autoline Industrial Parks Limited (AIPL) a subsidiary of the Company owned and possessed Township Land spread in 104 acres of land at Village Mahalunge, Taluka, Khed, District-Pune (MH), India for setting up of Township under the Integrated Township Project ("ITP") of Government of Maharashtra. AIPL had received locational clearance on September 10, 2014 and was pursuing for Environment Clearance for its township project and various other activities are also going on simultaneously. The Directors are pleased to inform that AIPL has received Environment Clearance (EC) from the Ministry of Environment, Forest & Climate Change, Government of India on November 22, 2017.

Also, District Collector, Pune vide its letter no. Khed/NA/ SR/23/2018 dated March 31, 2018 has issued the Letter of Intent (LOI) valid for two years for commencing the further activities for the Special Township Project and thus, AIPL has obtained almost all requisite approvals except the Master Layout and Sanctioning of Plans by the Pune Metropolitan Regional Development Authority (PMRDA).

Both approvals (EC and LOI) were the prime and vital requirements to proceed further with the Project. After receipt of the above significant Company is confident to monetize the township project soon.

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 the township land which is under consideration.

In order to develop township project, AIPL had entered into Non-binding Memorandum of Understanding on July 15, 2016 with one of the Pune based Developer for having without prejudice discussion with respect to jointly develop township project. Since both the parties could not reach mutually acceptable terms and no satisfactorily agreement was arrived at, AIPL discontinued the discussion with the Developer. Moving forward to monetize township project AIPL has entered into Memorandum of Understanding with Mumbai based developer Poddar Habitat Private Limited a subsidiary company of Poddar Housing and Development Ltd on August 22, 2017 to discuss modalities for developing a township project. The talks are on to discuss and finalize the terms and conditions to develop township project which maximize the return to all the parties including its shareholders. The discussion is taking time on account of some challenges that have cropped up along the way of the implementation of recently enacted Real Estate (Regulation and Development) Act, 2016 and Goods and Service Tax Act and which further magnificent due to continuous changes in GST and RERA. Both the parties have cleared most of the issues involved in the development of township project with the support of experts of the fields.

Lots of activities carried out during the year under review to start the project on township land and your directors are confident that the time has come to reap the benefits of hard works done towards setting up the project.

ii Autoline Design Software Limited (ADSL):

ADSL is a wholly owned subsidiary of the Company and it is a multifaceted and end-to-end Engineering Solutions Company which provides Engineering and Designing Software Services and Business Solutions. ADSL is also planning to work with, in association with your Company, T.S.Eng.Co. Ltd, Korea to get technical assistance for design the stamping die, camera, prototype parts etc.

ADSL is able to provide one stop complete solution to its valued customers, enabling a quick & fast response to customer from design concept to rapid prototype manufacturing. ADSL is aggressively working to develop new customers as well as products by offering off-shore and onsite engineering services. ADSL has completed trial and error testing of its E-cycle project and verified it with different aspects so as to make the project technically and commercially strong and more viable. The Company is also looking for suitable partner for its e-cycle project.

ADSL provides engineering design, tooling services to the Company for efficiently accomplish the work orders well in time and give comfort of in-house availability of engineering design capabilities to the customers of the Company and in that manner it is directly contributing in the performance of the Company.

iii Koderat Investments Limited, Cyprus (Koderat):

In September 2008, Autoline acquired 100% stake in Koderat Investments Limited "Koderat" (making it Wholly Owned Subsidiary), a Company incorporated and existing under the laws of Cyprus; acting as a Special Purpose Vehicle (SPV). Further "Koderat" acquired 49% equity share capital of "SZ Design Srl", and "Zagato Srl", Italian limited liability companies, Milan these companies are 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 judiciary receiver has been appointed by the Bankruptcy Tribunal.

Net assets value of Zagato Srl has turned into negative due to incurring of losses in previous years and it declared voluntarily in liquidation. Your Company is examining these both matters carefully and impact of thereof is yet to be ascertained.

Koderat is an SPV and due to above mentioned reasons, it has not contributed directly to the performance of the Company during the year under review.

SUBSIDIARIES’ PERFORMANCE

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.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in the prescribed Form MGT-9 is enclosed as "Annexure-B" to this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company is duly constituted with adequate mix and composition of executive, non-executive and independent directors. With reference to the changes in Key managerial Personnel, Mr. Pramod Datar resigned from the post of Chief Financial Officer w.e.f.

December 10, 2017 and the Board of Directors appointed

CA Gokul Naik as Chief Financial Officer with effect from

December 11, 2017.

Dr. Jayashree Fadnavis was appointed as an Independent Director on the Board of the Company for three years till March

27, 2018. She has completed first terms of appointment and shown her willingness for re-appointment. The Board at its meeting held on February 10, 2018 has re-appointed her for three years to hold office of Independent Director for second consecutive terms subject to the approval of Members by way of special resolution. As per the requirement of Section 149 of the Companies Act, 2013 the special resolution of her re-appointment is to be placed in the 22nd Annual General Meeting for the approval of members. Independent Director and Chairman, Mr. Prakash Nimbalkar, has attained the age of 75 years during the term of his appointment and the resolution of his continuation as an Independent Director and Chairman of the company is being placed for the approval of the members. In accordance with the provisions of the Companies Act, 2013 and Company’s Articles of Association, Mr. Sudhir Mungase (DIN: 00006754), Whole Time Director of the Company 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 22 nd Annual General Meeting.

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, 2018, 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, 2018 and of the loss of the Company for that period; iii. The Directors have taken proper and 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.

NUMBER OF BOARD MEETINGS

The Board of Directors duly met Eight (8) 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.

INDEPENDENT DIRECTORS

Mr. Prakash Nimbalkar (DIN: 00109947), Mr. Vijay Thanawala (DIN: 00001974) and Dr. Jayashree Fadnavis (DIN: 01690087) 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. One of the Independent Directors, Dr. Jayashree

Fadnavis (DIN: 01690087) whose first term of appointment as Independent Director completed on March 27, 2018 is proposed to be re-appointed with the approval of members for a term of 3 years as stated in the notice of 22nd Annual General Meeting.

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 and Clause 16 (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 Company’s website and can be accessed at the link http://www.autolineind.com/code-of-conduct-policies

PERFORMANCE EVALUATION

Pursuant to the provisions 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 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.

NOMINATION & REMUNERATION COMMITTEE AND COMPANY’S 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 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. The salient features of the Nomination and Remuneration Policy of the Company and its web link is given as under: The Nomination and Remuneration Policy of the company is in compliance with the requirements of the 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 for 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 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 fixedand incentive pay reflecting short term and long-term performance objective. Policy also has unique feature of providing Directors, Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.

The complete policy is available at http://www.autolineind. com/code-of-conduct-policies/ The Non-executive Directors have no pecuniary relationship or transactions with the Company during the year under review. 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.

RISK MANAGEMENT POLICY

Your Directors have formed a Risk Management Committee chaired by Mr. Prakash Nimbalkar (DIN: 00109947). A Risk Management Policy is also in place. The Management has put in place adequate and effective system and resources for the purposes of risk management. The Company’s future growth is linked to general economic conditions prevailing in the market. The details about Threats, Risks and Concerns is given in Management Discussion and Analysis Report which forms part of this Annual Report.

INTERNAL CONTROL SYSTEMS AND ThEIR ADEQUACY

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Auditors/Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function /Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted CSR Committee and composition of CSR Committee is given in the Corporate Governance Report of the Company.

The Company has incurred losses during previous four financial years and hence the provisions of Section 135 of the

Companies Act, 2013 with respect to CSR activities are not applicable to your Company. Although the Company has not carried out CSR activities in accordance with section 135 of the Companies Act, 2013 however your company have been undertaking CSR initiatives voluntarily such as tree plantation, visit and helping to orphanages and needy ones etc.

AUDIT COMMITTEE

Your Company has established an Audit Committee whose composition and other details are mentioned in the Corporate Governance report. sufficient The Audit Committee, on a regular basis, gives its recommendation to the Board. The Board gives due consideration to those recommendations. However, there have been no instances of recommendations given by the Audit Committee not being accepted by the Board during the year under review.

AUDITORS

STATUTORY AUDITORS

M/s. A.R. Sulakhe & Co. Chartered Accountants (FRN 110540W) who are the statutory auditors of your Company, hold office, in accordance with the provisions of the

Companies Act, 2013 up to twenty third Annual General Meeting of the Company at a remuneration as may be decided by the Board time to time. They have confirmed their eligibility for being Auditors of the Company under the

Companies Act, 2013 for financial year 2018-19 and that they are not disqualified.

Auditors’ Report:

The Notes on financial statement referred to in the Auditors’

Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. KANJ & Co. LLP, Company Secretaries, (Erstwhile M/s.

KANJ & Associates, Company Secretaries) Pune, a firm of Practicing Company Secretaries, was engaged by your Board for the purposes of Secretarial Audit for the year ended March 31, 2018.

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

The Secretarial Auditors in their Secretarial Audit Report have observed that:

FOREIGN EXCHANGE MANAGEMENT ACT, 1999

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

Limited, Cyprus for the financial year, 2015-16 and

2016-17. 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 2015-16 and 2016-17 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.

INTERNAL AUDITORS or material orders were passed by Your Company had appointed M/s. Ketan H. Shah & Associates, Chartered Accountants, Pune as Internal

Auditors for the financial year 2017-18 and Internal Auditors have carried out the internal audit for said period. Further, the Company has re-appointed them as Internal Auditors for financial year 2018-19 under Section 138 of the Companies

Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a vigil mechanism in the form of Whistle Blower Policy (WBP) to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

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.

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.

RELATED PARTIES TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant with Promoters, Directors, Key Managerial Personnel or other designated persons and their associates /relatives which may have a potentialconflict from the Company’s Auditorswiththeinterestofthe

Company at large.

All the Related Party Transactions were approved by the Audit Committee and also by the Board, wherever necessary. The Audit Committee has also 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.

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. Required disclosure has been made in the Notes to the Financials Statements. The policy on Related Party Transactions and the Policy on Determination of Material Subsidiaries as approved by the Board is also uploaded on your Company’s website.

MATERIAL CHANGES AND COMMITMENTS OCCURRED DURING APRIL 1, 2018 TILL THE DATE OF THIS REPORT WHICH WOULD AFFECT THE FINANCIAL POSITION OF YOUR COMPANY.

No such material changes and commitments occurred during April 1, 2018 till the date of this report which would affect the Financial Position of your Company.

OTHER MATTERS

THEI. NO SIGNIFICANT

Regulators or Courts or Tribunals which will impact the going concern status and Company’s 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. The Company has prepared Financial Statements for the Financial Year 17-18 in accordance with Indian Accounting Standards (Ind AS).

CORPORATE GOVERNANCE

As per the Listing Obligation and Disclosure Requirement (Regulations), 2015 a separate section on corporate governance practices followed by your Company, together with a certificate compliance forms an integral part of this Annual Report.

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 form part of this Annual Report.

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".

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:

Particulars
(i) The ratio of the remuneration of each director to the median Name of the Directors

Ratio

remuneration of the employees of the Company for the Mr. Shivaji Akhade 33.69
financial year (DIN: 00006755)
Mr. Sudhir Mungase 13.48
(DIN: 00006754)
Mr. Umesh Chavan 34.37
(DIN: 06908966)
(ii) Percentage increase in remuneration of each director, CEO, Name of the Directors & KMPs
CFO and CS in the financial year 2017-18. % Increase
Mr. Shivaji T Akhade (Director) NIL
Mr. Sudhir Mungase (Director) NIL
Mr. Umesh Chavan (Director) NIL
Mr. Pramod Datar*(CFO) NIL
Mr. Gokul Naik* (CFO) NIL
Mr. Ashish Gupta (CS) NIL
(iii) Percentage increase in the median remuneration of 2.86%
employees in the financial year 2017-18
(iv) Number of permanent employees on the rolls of Company; 1301

 

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. 9% increase is given in the salaries of employees other than the managerial personnel. There is no increase made in the salaries of managerial personnel in the financial year 2017-18. the Directors and other employees is as per the remuneration policy of the Company.
(vi) Affirmation The Board affirms that the remuneration paid to

*CA Pramod Datar resigned as CFO w.e.f. December 10, 2017 and CA Gokul Naik was appointed as CFO w.e.f. December 11, 2017

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

2014:

Particulars of Top Ten Employees in terms of remuneration drawn and the name of every employee whose remuneration aggregated to Rs. 1.02 Crores per annum or Rs. 8.50 lakhs per month during FY 2017-18: 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, 2018

Name of the Director DIN

No. of Equity Shares

Percentage holding

1 Mr. Prakash Nimbalkar 00109947 6700 0.04
2 Mr. Shivaji Akhade 00006755 2653063 12.63
3 Mr. Sudhir Mungase 00006754 2126513 10.12
4 Mr. Umesh Chavan 06908966 NIL NIL
5 Mr. Amit Goela 01754804 125000 0.78
6 CA Vijay Thanawala 00001974 2525 0.02
7 Dr. Jayashree Fadnavis 01690087 NIL NIL

INTER SE RELATIONShIP BETWEEN DIRECTORS

There are no inter se relationships between the Directors except that Mr. Sudhir Mungase (Whole-time Director) and Mr. Shivaji Akhade (Managing Director) are brother-in-law.

EMPLOYEES’ STOCK OPTION SCHEME ESOS

In accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Company has instituted Employee Stock Option Scheme 2008 (Autoline ESOS 2008) pursuant to the Special Resolution passed by Shareholders at 12th Annual General Meeting held on September 27, 2008. As per Autoline ESOS 2008, 1,60,000 options were granted to 171 Permanent employees and 15,000 options were granted to 5 Independent Directors. During the year under review, no options were exercised and no employees holding options have resigned.

The options lapsed are available for re-issue. The details of the scheme as per Companies (Share Capital and debentures)

Rules, 2014, SEBI (ESOP and ESPS) Guidelines 1999 and SEBI (Employee based benefits Scheme) Regulations, 2014 are given in the "Annexure-E" to this Annual Report.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation for the assistance and co-operation received from the various Central and

State Government Departments, Customers, Vendors and Lenders specifically Bank of Baroda, The Catholic Syrian Bank Ltd., Axis Bank Ltd., J M Financial Asset Reconstruction Company Limited, NKGSB Co-op. Bank Ltd. for extending financial support by way of sanctioning credit facilities and fresh term loans for the Company and to Tata Motors Ltd., Tata Capital Financial Services Ltd., Tata Motors Finance Solutions Limited for their continued help and support during a very challenging times of the Company. The directors also gratefully acknowledge the support given by and trust entrusted by all shareholders of the Company and directors also wish to place on record their deep sense of appreciation for unstinted commitment and committed services by all the employees of the Company.

For and on Behalf of the Board
Prakash Nimbalkar
ChAIRMAN
DIN: 00109947
Pune, May 30, 2018