Autoline Industries Ltd Directors Report.

Dear Members,

Your Directors are pleased to present 25th Directors Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31,2021.

FINANCIAL RESULTS

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

(Rs.In Lakhs except EPS data)

Particulars Standalone Consolidated
31.03.2021 31.03.2020 31.03.2021 31.03.2020
Revenue from operations 28414.44 31623.65 28469.48 31627.21
Earnings before Interest, Financial Charges, Depreciation, Tax & Amortization - (EBIDTA) 1123.97 (949.58) 1026.36 (1008.27)
Less: Finance Cost 3186.13 3124.04 3196.98 3132.79
Less: Depreciation & amortization expenses 2043.42 2095.14 2043.42 2095.14
Add: Exceptional items 544.46 (367.53) 26.52 (367.53)
Profit Before Tax (3561.12) (6536.29) (4187.52) (6603.73)
Tax Expense 0.00 0.00 0.00 0.00
Profit After Tax (PAT) (3561.12) (6536.29) (4187.52) (6603.73)
Other Comprehensive Income (14.60) (8.13) (9.57) (10.30)
Profit Attributable to group (3575.72) (6544.41) (4197.09) (6614.03)
Earnings per Share (Basic) (in Rs) (12.32) (24.18) (14.48) (24.43)
Earnings per Share (Diluted) (in Rs) (12.32) (24.18) (14.48) (24.43)

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to general reserve on account of incurrence of loss during the year under review.

DIVIDEND

In view of loss incurred during the year, the Board of Directors do not recommend dividend for the financial year 2020-21. No dividend was declared in the previous year.

STATE OF THE COMPANYS AFFAIRS AND BUSINESS OVERVIEW

During the year under review, revenue from operations (on standalone basis) excluding other income dropped by 10% to Rs.28414 Lakhs as compared to previous year primarily the outbreak of Covid-19 pandemic caused economic and social disruptions and impacted the demand of the products adversely. However, on account of various cost reduction measures initiated by the Company including optimization of Raw materials and manpower cost and with the support of its customers the Company managed to register positive EBITDA of 3.3% as compared to negative EBITDA in the previous year. The Company could manage to contain the loss during the year under review to Rs.4106 Lakhs (before exceptional items) as against the previous years loss of Rs.6169 lakhs.

The start of Financial Year 2020-21 witnessed the Novel Corona Virus (Covid-19) outbreak which initially disrupted China and then spread throughout the world, making it as a Health Emergency. Several countries announced lockdowns, resulting in an economic collapse. Virus outbreak disrupted manufacturing supply chains and sharply curtailed energy and commodity demand. The market strain is being seen in ways that did not even manifest during the global financial crisis of 2008. The entire macroeconomic parameters have changed, and it poses challenges in predicting the impact across nations. The outbreak of Covid-19 in India started in the month of March, 2020 and the GOI swiftly declared unprecedented nationwide lockdown to contain the Virus and build medical infrastructure. Indeed, FY 2020-21 was one of the toughest year the Automobile Industry have ever witnessed. The liquidity position of OEMs and Auto manufacturers was already stretched due to the investments made for transition from BS-IV to BS-VI, subdued demand post NBFC crisis in 2019 coupled with lack of a clarity on policy for electric vehicles and slow-down in key export markets; and the Covid-19 impact added to the misery to the entire sector.

With a view to keep everyone safe, your Company complied with the orders of the Government on lockdown resulting in halting production at all the manufacturing units. This led to a 10% decrease in standalone revenue from operations during the year under review. However, the auto-sector witnessed growth in the last quarter which your company took full advantage of resulting in improved performance in Quarter 4 of the year under review compared to Q4 of FY 2019-20 and the Company achieved a positive EBITDA of 8.6% in quarter 4. The Company registered a net profit of Rs.178 Lakhs in Quarter 4 of FY 2020-21 on account of exceptional gain of Rs.544 Lakhs booked on the sale of its two properties situated at Pune.

Your Company undertook various initiatives such as consolidation of manufacturing facilities, augmenting funds to manage liquidity requirements, debt reduction, expand customer base and cost rationalization measures to tide over the sectorial downturn and achieve growth in the coming years. The efforts made in those directions during the year under review and till the date of signing of this report are briefed as under;

CONVERSION OF DEBT INTO EQUITY AND NEW CREDIT FACILITY

Your Company successfully converted secured loan of Rs.10 Crores belonging to JM Financial Asset Reconstruction Company Limited ("JMFARC") into equity shares of the Company by allotting 27,02,702 equity shares at a price of Rs.37/- each on November 10, 2020. Further to the Restructuring scheme sanctioned by JMFARC, the Company has issued and allotted 21,42,857 Optionally Convertible Debentures ("OCD") carrying 9% interest to JMFARC on November 10, 2020 by converting its secured loan upto Rs.15,00,00,000 (Rupees Fifteen Crores only) and fixed conversion price of Rs.70/- for each converted equity shares if option is exercised by JMFARC. The Company, by this process, has substantially reduced the debt burden owed to JMFARC and implemented debt restructuring scheme to strengthen the cash flow for working capital requirements.

Consequent to the conversion of debt into Equity, the paid- up share capital of the Company stands increased from Rs.28,26,04,620 comprising of 2,82,60,462 Equity Shares of Rs.10/- each to Rs.30,96,31,640 comprising of 3,09,63,164 Equity Shares of Rs.10/- each, fully paid up, resulting in overall improvement in the Net Worth of your Company.

As reported in Annual report 2019-20, the Company had secured fresh term loan of Rs.30 Crores from Tata Motors Finance Solutions Limited ("TMFSL") to support the liquidity shortfall in the wake of the disruption caused by the Pandemic and TMFSL has disbursed the fund to the Company on September 23, 2020 and utilized for the working capital and general corporate purposes as identified by the Board.

TECHNOLOGY TIE-UPS & NEW VENTURES

Your company is utilizing its own capabilities and existing capacities to manufacture E-Cycles with the support of Autoline Design Software Limited (ADSL), a wholly owned subsidiary in design and development. As informed in the 24th Annual Report, the Company had entered into an agreement with Kinetic Green and Power Solutions Limited ("Kinetic") for joint development and nationwide marketing of E-cycles. This arrangement with Kinetic has been terminated as the Company found a better alternative for nationwide marketing and selling the E-cycles and other range of E-products under the Electric Mobility Segment of Autoline Industries Limited. The Company is also in discussion with OEMs and other partners for marketing, selling and distribution of such Products through their retail channels including dealers and distributors across India.

*In picture is the "E-speed" E-cycle model, fully designed, developed and manufactured by Autoline Design Software Limited in association with Autoline Industries Limited at its E-12-17(7), Bhosari, Pune manufacturing facility.

With a view to diversify into non-auto business your Company has newly set up a Joint venture in the form of Limited Liability Partnership (LLP) named Autoline Locomotive Parts LLP to supply the products intended to the railway project/work including railway infrastructure. The partner to the JV is currently executing business with Indian railways and other parties for railway components. This will facilitate the Company to venture into highly potential business with Indian Railways and other private players by utilizing existing infrastructure and thereby to reduce over-dependency on auto sector. The JV will commence its business activities in the year 2021-22.

CONSOLIDATION OF FACILITIES

The Company has disposed-off its two properties as given below during the year 2020-21 and reduced number of locations to 6 to operate more efficiently and economically. Your Company has been working on consolidation of business and monetization of surplus assets during the last few years with a view to harmonize production, reduce costs and to improve efficiency.

Accordingly, the Company disposed- off its property situated at Gat No. 613, Mahalunge, Pune admeasuring about 11387 sq. mtr. land area during the year under review and the manufacturing facility situated on said property has been consolidated to its Chakan Unit- I in Pune. Further, the vacant land admeasuring 658 sq. mtr. situated at Gat No. 712, Kudalwadi, Pune along with construction thereon has been sold. The Company repaid the outstanding debt of Axis Bank Ltd. by utilizing part of the sale proceeds. Consequently, the Companys total debt exposure has been reduced.

RAISING OF FUNDS THROUGH PREFERENTIAL ALLOTMENT

The outbreak of pandemic caused many challenges for the economy and the people in general during the year 202021, the Automobile sector is one of the major affected sector in terms of demand and liquidity. Your companys revenue declined by 10% against the previous year which resulted difficulties in servicing the loan facilities while managing operational cash flow. To address these challenges the Board of Directors at its meeting held on March 16, 2021 approved raising of equity funds to the tune of Rs.32.50 Crores by way of issuance of 70,00,000 Equity Shares at a price of Rs.40/- each and 10,00,000 Warrants at a price of Rs.45/- each. The Company has received its shareholders and other required approvals for issuance of aforesaid securities on preferential basis. The Board in its meeting held on June 2 and 3, 2021 allotted 70,00,000 equity shares at a price of Rs.40/- each upon receipt of full subscription amount to the Promoters and Public Investors and allotted 10,00,000 Warrants to the Promoters at a price of Rs.45/- each upon receipt of 25% upfront amount, the remaining 75% of the issue price of warrants shall be payable by the warrant holders on or before the exercise of the entitlement attached to warrants to subscribe for equity shares.

The funds raised through this Preferential Issue were utilized for repayment of loans, working capital requirements and other general corporate purposes. The issue of securities strengthens the net worth of the Company. Consequent to the issuance of new securities, the paid-up share capital of the Company stands increased from 30,96,31,640 comprising of 3,09,63,164 Equity Shares of Rs.10/- each, to 37,96,31,640 comprising of 3,79,63,164 Equity Shares of Rs.10/- each, fully paid.

DEBT REDUCTION AND CASH FLOWS

Your companys strive towards the reduction of financial indebtedness turned into a reality with a reduction of around Rs.30 Crores in the previous 12 months. The debt is reduced by conversion of loan of Rs.10 Crores of JMFARC, repayment of entire outstanding credit facilities of Axis Bank Ltd. by disposing of surplus assets and repayment of part outstanding amount of term loan availed from Bank of Baroda by utilizing proceeds raised through preferential issue of equity shares. Further the Company also converted term loan of Rs.15 Crores of JMFARC into Optionally Convertible Debentures on November 10, 2020, and the conversion is due before 18 months from the allotment date. Once the conversion right is exercised by JMFARC the debt upto Rs.15 Cr. will get further reduced.

BUSINESS STRATEGIES

The Indian Auto Components Industry continues to face adverse headwinds to maintain volumes and margins. While the sector was recovering from the first Covid-19 wave in FY 2020-21, the second wave of the Virus also disrupted the first quarter of FY 2021-22. Manufacturing facilities were closed for certain amount of time due to the restrictions imposed by the State Government. Your Company was no exception and has been impacted severely during the year under review. Your company is adopting following strategies to overcome the adverse performance:

Product diversification, is used by businesses to help them expand into markets. Underutilization of capacity and shortage of working capital are the prime constraints in achieving the turnaround of the Company. The Company is constantly working with the OEMs and other non-auto players for new business by demonstrating its capabilities such as available infrastructure, in-house design and tooling center, experience work force and more than 20 years strong market presence. The management is confident to add more business from long associated customers and join hands with new customers.

Customer diversification, is a key component of the growth strategy and to reduce the over dependency only on few major customers and accordingly, the management is striving hard with their business development initiatives. To achieve the customer diversification, the Company invests funds time to time to fulfil the needs of capex requirements and adds the machines and ancillary equipment for business development and cost reduction. With the support of planned investment in Laser cutting Machine, your Company is targeting customers in highly potential sectors such as Indian Railways, Defense, Off Road vehicle manufactures, agriculture equipment manufacturer etc. We expect the results of these initiatives from FY 2022-23 as the year under review and the current year faced headwinds.

Debt reduction and improving liquidity, the Company is working to reduce its debts by unlocking values from noncore assets and restructuring the debts of the lenders. During the year under review, your Company has reduced the debt substantially and continue its strive to reduce debt further. The Company is continuously exploring the means to support its fund requirements and operations. The preferential allotment of shares and warrants helped to augment fresh funds in the Company. Further, the Company is focusing on consolidation, divesting non-core assets and reducing finance costs; thereby increasing the cash flows and eliminating the crunch.

Unlocking the wealth of Subsidiary Companies, Autoline Industrial Parks Ltd., a subsidiary of your Company had entered into an Agreement with Poddar Habitat Pvt. Ltd. a Mumbai based developer to develop the residential project on its land admeasuring around 104 acres, however the transaction could not proceed and the said agreement has been cancelled by both the parties mutually on December 21, 2020.

The Company is exploring other potential options to monetize the aforesaid land being surrounded by Auto cluster, engineering and other industries, the Company is in discussion with developers/investors for development of Logistics Park/warehousing project on the land parcel of approx. 100 acres. Your Board is confident that monetization of land would be one of the key resources to turnaround the Company and making the Company debt free.

Expecting a huge business growth in engineering and design service sector, your Company is working to unlock the growth of its wholly owned subsidiary Autoline Design Software Ltd. engaged in the business of design and development.

Further details on opportunity, challenges, risks and concern etc. are given in Management Discussion and Analysis Report, forming part of the Directors Report.

MANAGEMENT DISCUSSION & ANALYSIS:

As stipulated under the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis forms an integral part of this Report World Economy Overview

The world economy has witnessed a historically deep recession in the year 2020. The pandemic is expected to dampen potential growth in many economies, especially those that suffered most from extended outbreaks of COVID-19. Subsequent to the second waves of Pandemic, the impact of the virus and associated lockdown measures on economic activity appears to be diminishing in most countries. The global economy is indicating the sign of recovery and the global forecast has been upgraded as a result of the diminishing economic impact of subsequent waves of COVID-19, faster-than-expected pace of vaccination in many advanced economies, and additional fiscal relief/sector wise relief in the developed economies and emerging market. The global economy is projected to grow 5.6 percent in 2021 and 4.7 percent in 2022 (World Bank Report). Prospects for emerging market and developing economies have been marked down for 2021, especially for Emerging Asia. By contrast, the forecast for advanced economies is revised up. These revisions reflect pandemic developments and changes in policy support. The 0.5 percentage-point upgrade for 2022 derives largely from the forecast upgrade for advanced economies, particularly the United States, reflecting the anticipated legislation of additional fiscal support in the second half of 2021 and improved health metrics more broadly across the group. However, given the unprecedented nature of the pandemic, prospects for the global economy are uncertain, and several growth outcomes are possible. New variants of COVID-19 could extend the duration of the pandemic, and a sudden rise in interest rates or an increase in corporate defaults could trigger financial stress, resulting in weaker- than-expected activity. Conversely, global growth including emerging market and developing economies could be more robust if the virus is controlled more quickly or if spillovers from rapid growth in major economies catalyze a sustained, broad-based global rebound. Among advanced economies, the United States and Korea are expected to surpass its pre- COVID GDP level this year, while many others in the group will return to their pre-COVID levels only in 2022. Similarly, among emerging market and developing economies, China had already returned to pre-COVID GDP, whereas many others are not expected to do so until well into 2023. Most commodity prices rebounded in the second half of FY 202021. However, the pickup in oil prices lagged the broader recovery in commodity prices due to the prolonged impact of the pandemic on global oil demand. Oil demand fell 9% last year, the steepest one-year decline on record because of pandemic-control measures and the associated plunge in global demand, which was partly offset by historically large production cuts among OPEC+ (Organization of the Petroleum Exporting Countries), as well as Russia and other non-OPEC oil exporters.

The year 2020 was dominated by the COVID-19 pandemic and the ensuing global economic downturn, the most severe one since the Global Financial Crisis. The lockdowns and social distancing norms brought the already slowing global economy to a standstill. In view of this, Governments and central banks across the world deployed a range of policy tools to support their economies such as lowering key policy rates, quantitative easing measures, loan guarantees, cash transfers and fiscal stimulus measures to minimize the economic impact of Pandemic.

INDIAN ECONOMY OVERVIEW

The economic impact of the pandemic and recovery rate is worse in Emerging Market and Developing Economies than in Advanced Economies. Along with the direct health impact including lockdowns as in advanced countries, the developing economies have lost major sources of foreign exchange/earnings and obstacle in vaccination drive, increased number of Covid-19 cases in second wave, limited fiscal support besides confronting with existential societal and economic challenges made the recovery slower in emerging market and developing economies. In many emerging market and developing economies, growth forecasts have been downgraded and output is projected to remain well below pre-pandemic trends, weighed down by the effects of the pandemic.

Indias GDP growth crashed by 24.4% in April-June 2020, which was the worst quarterly slump ever. July-September 2020 also posted a negative GDP growth of 7.3%. Then things slowly began to look up. For October-December 2020, GDP growth swung into the positive zone tiny at 0.4% versus same quarter in the previous year, but positive nevertheless. In the January-March quarter of 2020-21 GDP grew 1.6% signaling a sharp recovery. For the full year, however, it contracted 7.3%, lower than the estimated 8% earlier.

Indias GDP growth chart

The 7.3% contraction was the sharpest in nearly four- decades as the Covid-induced lockdown hurt the economy. The recovery in the second half of 2020-21 was sharp. In fact, India was among the few leading global economies that witnessed positive year-on-year growth in the six months of October20 -March21. The recovery of foreign direct investment (FDI) flows to Emerging Market and Developing Economies is largely attributable to investors optimism about prospects in China and India which includes a few large foreign acquisitions in India.

Overall Outlook and Recovery

The Covid-19 pandemic has significantly weakened the countrys growth prospects for the year and exposed the challenges associated with a high public-debt burden. The Governments, both the Center as well as the State, had initiated several measures to contain the impact of the pandemic on the poor, industry and economy as a whole. Financial Stimulus of Rs.20,000 Crores was announced by the Center with a view to grant interim relief. State Governments also brought in free meals and hospitalization covers for the needy.

Following the severe pandemic and devastating impact on the entire economy, the International Monetary Fund, on July 27, 2021, cut Indias gross domestic product (GDP) growth forecast to 9.5 percent for fiscal year 2021-22, from the previous forecast of 12.5 percent, citing the hit on economic activity and demand due to the deadly second wave of the COVID-19 pandemic. The Reserve Bank of the Country now estimates GDP growth at 9.5% for 2021-22, lowering it from its earlier estimate of 10.5%.

Speaking about the positive things, India has three vaccines in the market, with some more in the pipeline. India takes pride in having the worlds largest vaccination programme, and over 54 crore people have already taken the COVID-19 vaccines till the mid of August 2021. Considering all the vaccinations being done, the fiscal support extended by the government and various other measures being implemented to boost the economy, it is sure that the Indian economy will recover in fast pace than projected and the normalcy will restore soon.

Indian Auto and Auto Component Industry

Indias automobile industry is the worlds fourth largest. India was the worlds fourth largest manufacturer of cars and seventh largest manufacturer of commercial vehicles in 2019. Indian automotive industry (including component manufacturing) is expected to reach between Rs.16.16- 18.18 trillion (US$ 251.4-282.8 billion) by 2026. Indian automobile industry (Includes automobiles and auto components) received Foreign Direct Investment (FDI) worth US$ 25.39 billion between April 2000 and December 2020.

The Indian auto-components industry has experienced healthy growth over the last few years. The auto-components industry expanded by a CAGR of 6% over FY16 to FY20 to reach US$ 49.3 billion in FY20. The industry is expected to reach US$ 200 billion by FY26. Due to high development prospects in all segments of the vehicle industry, the auto component sector is expected to rise by double digits in FY22.

Auto-components industry account for 2.3% of Indias Gross Domestic Product (GDP) and employs as many as 1.5 million people directly and indirectly. A stable government framework, increased purchasing power, large domestic market, and an ever-increasing development in infrastructure have made India a favourable destination for investment.

Post first wave, economic activity started gaining momentum as shops and showrooms opened and Auto Industry reflected a notable increase in sales as consumers sought to travel in four wheelers rather a public transport, the second wave of Covid-19 outbreak further aggravated the market. Segment-wise automobile production trends in 2020-21:

Category 2020-21 2019-20 % Growth
Passenger vehicles 2711457 2773519 -2.24
Commercial vehicles 568559 717593 -20.77
Three-Wheelers 216197 637065 -66.06
Two-Wheelers 15119387 17416432 -13.19
Quadricycles -12 942 -101.27
Grand total 18615588 21545551

* Source: SIAM report on Automobile Industry for FY 202021

The industry produced a total 18,615,588 vehicles including Passenger Vehicles, Commercial Vehicles, Three Wheelers, Two Wheelers and Quadricycles in April-March 2021 as against 21,545,551 in April-March 2020, registering a degrowth of (-) 13.60 percent over the same period last year. Domestic Sales

The sale of Passenger Vehicles declined by (-) 2.24 percent in April-March 2021 over the same period last year. Within the Passenger Vehicles, the sales of Passenger Cars and Vans declined by (-) 9.06, percent and (-) 17.62 percent respectively while sales of Utility Vehicles increased by 12.13 percent in April-March 2021 over the same period last year. The overall Commercial Vehicles segment registered a degrowth of (-) 20.77 percent in April- March 2021 as compared to the same period last year. Within the Commercial Vehicles, Medium & Heavy Commercial Vehicles (M&HCVs) and Light Commercial Vehicles (LCVs) declined by (-) 28.40 percent and (-) 17.30 percent respectively in April-March 2021 over the same period last year.

Sale of Three Wheelers declined by (-) 66.06 percent in April- March 2021 over the same period last year. Within the Three Wheelers, Passenger Carrier and Goods Carrier declined by (-).74.49 percent and (-) 26.38 percent respectively in April- March 2021 over April-March 2020.

Two Wheelers sales registered a de-growth of (-) 13.19 percent in April-March 2021 over April-March 2020. Within the Two Wheelers segment, Scooters, Motorcycles and Mopeds declined by (-) 19.51 percent, (-) 10.65 percent and (-) 3.07 percent respectively in April-March 2021 over April- March 2020.

Government Initiatives and achievements:

In order to boost demand in the automobile sector, who has been going through a slump during the year under review, several relief measures have been introduced or are being worked upon.

Some of the recent initiatives taken by the Government of India to boost demand in the automobile sector are -

• Voluntary Vehicle Scrappage Policy- Finance Minister through the Budget 2021 introduced the economy to a new voluntary scrapping policy for old commercial and passenger vehicles. This policy is announced to keep a check and eye on an old vehicle to keep their Air pollutions level under control. Vehicle holders would have to undergo a fitness test. One would only be allowed to drive after their Vehicle is declared fit for Driving. If Vehicle is declared unfit, owners would have to phase out their Vehicles. As per data available with the Federation of Automobile Dealer Association (FADA), around 37 lakhs commercial and 52 lakhs private vehicles are eligible for voluntary scrapping considering 1990 as a base year. If this policy is executed mannerly then it will gradually and systematically phase out old unfit vehicles and will eventually generate demand for new vehicles, resulting in a boost of the Auto Mobile Industry. Further due to this policy around 99% of recovery (metal waste) can be done with regular scrapping. It will bring down cost of raw material by approx 40%. It will make components less expensive and increase our competitiveness in international market.

• Electric Vehicles Promotion Policy: The Government approved the Faster Adoption and Manufacturing of Electric Vehicles (FAME-II scheme) with a fund requirement of 10,000 Crores (US$ 1.39 billion) for FY 2020-22. The Government is pushing to incentivize the purchase of electric vehicles in India and offering various benefits/concession to the buyers such as reduce rate of GST, tax benefits of Rs.1.5 lakhs and many others are in pipeline.

Several states including Maharashtra have notified state EV policies to complement FAME India Scheme and address state-specific needs. Maharashtra was one of the first states in the country to design and notify an EV policy. Maharashtras EV policy was released in February 2018. The Policy provided fiscal and non-fiscal incentives to accelerate the adoption and manufacturing of EVs in the State.

The slow uptake of EVs and the changing policy, technology, and market landscape have created a need for the Government of Maharashtra (GoM) to revisit and update its EV Policy, in order to accelerate EV sales and stimulate manufacturing in the state. Hence, the Government of Maharashtra has launched recently "Maharashtra EV Policy -2021" which aims at making Maharashtra the top producer of BEVs in India.

The objective of the Maharashtra EV Policy are as follows -

i. To accelerate adoption of BEVs in the state so that they contribute to 10% of new vehicle registrations by 2025;

ii. In the five targeted urban agglomerations in the state, achieve 25% electrification of public transport and last-mile delivery vehicles by 2025;

iii. Convert 15% of Maharashtra State Road Transport Corporations (MSRTC) existing bus fleet to electric;

iv. Formulation of various incentive plans for electric vehicles and associated infrastructure;

v. From April 2022, all new government vehicles will be fully electric.

Under the policy, the base incentive for electric vehicles is now similar to that of two-wheelers - Rs 5,000 per kWh of battery capacity. The maximum incentive for two-wheelers, three-wheelers, and four-wheelers are capped at Rs 10,000, Rs 30,000, and Rs 1.5 lakh, respectively. Additionally, customers can also avail early bird discount of up to one lakh on the purchase of an electric car or SUV before 31 December, 2021. The demand incentives for two-wheelers range from Rs 29,000 to Rs 44,000, three-wheelers between Rs 57,000 to Rs 92,000, while four-wheelers range between Rs 1.75 lakh to Rs 2.75 lakh.

• Change in Basic Customs Duty Rates of Parts of Automobile Industry - The rate of selected auto parts has been raised in the budget 2021 from 10% to 15% which will put the manufacturers who import these materials in a disadvantageous position, but on the contrary, it could promote to local Automobile components industries. On the other hand, custom duty on import of steel has been reduced to 7.5%. This will help the struggling MSME sector to bring down its cost.

• Investments in Infrastructure Projects - In the budget, 2021 allocation of 1.18 Lakhs crore has been announced for Ministry of Roadways transport and Highways. The government intends to carry out the building of highways of 8500 kms by March 2022. This step by the government will eventually generate demand for the commercial vehicle industry and construction equipment sales. It will also eventually result in better employment for a rural and wage-earning community in the country.

• Acquisition of over 20,000 Buses- It was announced in the budget that a new scheme will be launched at a whopping cost of Rs.18,000 Crores to support the augmentation of public bus transport services. This will facilitate an introduction of various public-private partnership (PPP) models to enable private sector players to contribute in the financing, acquire, operate and maintain 20,000 buses. It will boost the automobile sector, provide substantial growth to the economy, create employment opportunities for youth in the automobile sector.

• FAME -In February 2019, the Government approved FAME-II scheme with a fund requirement of Rs.10,000 crore (US$ 1.39 billion) for FY20-22. The Ministry of Heavy Industries, Government of India has shortlisted 11 cities in the country for introduction of EVs in their public transport systems under the FAME (Faster Adoption and Manufacturing of Hybrid and Electric Vehicles in India) scheme. The Government will also set up incubation centre for start-ups working in the EVs space.

• The rapidly globalising world is opening newer opportunities for the transportation industry, especially while it makes a shift towards electric, electronic and hybrid cars, which are deemed more efficient, safe, and reliable mode of transportation. Over the next decade, this will lead to newer verticals and opportunities for auto-component manufacturers, who would need to adapt change via systematic R&D.

• Under National Automotive Testing and research and development (R&D) Infrastructure Project (NATRiP), various facilities including passive safety labs comprising of crash core facility and crash instrumentations including dummies were established at ICAT-Manesar and ARAI-Pune.

• To give a fresh thrust to E-mobility in public transport, Department of Heavy Industry announced the launch of public and shared mobility based on electric powertrain.

• The Government of Indias Automotive Mission Plan (AMP) 2006-2016 has come a long way in ensuring growth for the sector. Indian Automobile industry is expected to achieve a turnover of US$ 300 billion by 2026 and will grow at a CAGR of 15% from its current revenue of US$ 74 billion. Automotive Mission Plan (AMP) 2016-26 will help the automotive industry to grow and will benefit Indian economy in the following ways:

> Contribution of auto industry in the countrys GDP will rise to over 12%.

> Around 65 million incremental number of direct and indirect jobs will be created.

> End of life Policy will be implemented for old vehicles.

• In November 2020, the Union Cabinet approved PLI scheme in automobile and auto components with an approved financial outlay over a five-year period of Rs.57,042 crore (US$ 8.1 billion).

• In May 2021, the Government of India approved a PLI scheme for manufacturing advanced chemistry cell battery at an estimated outlay of Rs.18,100 crore (US$ 247.3 million).

• In March 2021, the government announced to offer fresh incentives to companies making electric vehicles (EVs) as part of a broad auto sector scheme. The scheme is expected to attract US$ 14 billion of investment in the next five years.

• A cumulative investment of Rs.12.5 trillion (US$ 180 billion) in vehicle production and charging infrastructure would be required until 2030 to meet Indias electric vehicle (EV) ambitions. This is likely to boost the demand of auto components from local manufacturers.

• To give a fresh thrust to E-mobility in public transport, Department of Heavy Industry announced the launch of public and shared mobility based on electric powertrain.

Some of the recent investments made/planned in the Indian auto components sector is as follow:

• In January 2021, Suzuki Motor Corp. and Hyundai Motor Co. announced plans to explore ways to make India a key global hub for sourcing components and facilitate sharp rise in vehicle exports from the country.

• In January 2021, French battery system supplier Forsee Power committed to invest Rs.82 crore (US$ 11.18 million) in phase 1 of the India project.

• In October 2020, Japan Bank for International Cooperation (JBIC) agreed to provide US$ 1 billion (Rs.7,400 crore) to SBI (State Bank of India) for funding the manufacturing and sales business of suppliers and dealers of Japanese automobile manufacturers as well as providing auto loans for the purchase of Japanese automobiles in India.

• In September 2020, off-highway tyre-maker Alliance Tire Group (ATG), owned by the Japanese major Yokohama Group, announced plans to set up its third plant in the country in Visakhapatnam, with an investment of US$ 165 million (Rs.1,240 crore). The proposed plant will add over 20,000 tonnes per annum (55 tonnes per day rubber weight) capacity to the 2.3-lakh-tonne annual production from two India plants and will be commissioned by the first quarter of 2023.

• In September 2020, Toyota Kirloskar Motors announced investments of Rs.2,000+ (US$ 272.81 million) aimed towards electric components and technology.

• In February 2020, National Engineering Industries Ltd (NEIL) announced investment of Rs.100 crore (US$ 14.31 million) over the next three years for producing needle roller bearing at its Jaipur facility.

• In January 2020, Tata AutoComp Systems entered a joint venture (JV) with Beijing-based Prestolite Electric to enter the electric vehicle (EV) components market.

• In October 2020, the government of Tamil Nadu signed 14 memorandum of understandings (MoU) worth Rs.10,055 crore (US$ 1.4 billion) that will generate 69,712 jobs in the state.

BUSINESS OUTLOOK:

The further emergence of the pandemic and the pace of vaccination will be the most crucial factor driving the outlook. The baseline assumes that progress at vaccination will help to effectively contain COVID-19 in advanced economies by the end of the year, with most major Emerging Market and Developing Economies (EMDEs) also making substantial progress at reducing transmission. In many other EMDEs, vaccination campaigns will be ongoing throughout the forecast horizon.

Forecasts of the pace of the global recovery are subject to considerable uncertainty, especially given the volatile nature of the pandemic. On the downside, the pandemic could prove more persistent than expected, a wave of corporate bankruptcies or financial market stress could derail the recovery, and an unequal pickup in growth could exacerbate social unrest in various parts of the world. On the upside, more rapid vaccine production along with more equitable distribution could lead to faster-than-expected control of the pandemic; moreover, the current upturn in growth, currently concentrated in some major economies, could lead to sizable spillovers and trigger a broader and stronger global economic recovery.

Faster-than-expected vaccination drive is strengthening the growth outlook. Retail sales, industrial production, and construction have exceeded or are approaching prepandemic levels, while consumption of services remains weak. Despite a nascent rebound, employment remains well below pre-pandemic trends, and below levels at a similar time during the recovery that followed the global financial crisis. The eventual containment of the pandemic is expected to unlock sizable pent-up demand as households spend their excess savings.

The rapidly globalizing world is opening newer opportunities for the transportation industry, especially while it makes a shift towards electric, electronic and hybrid cars, which are deemed more efficient, safe, and reliable mode of transportation. Over the next decade, this will lead to newer verticals and opportunities for auto-component manufacturers, who would need to adapt change via systematic R&D.

As per the Reserve Bank of Indias (RBI) estimates, Indias real GDP growth is projected at 9.5% in FY22; this includes 18.5% increase in the first quarter of FY22; 7.9% growth in the second quarter of FY22; 7.2% rise in the third quarter of FY22 and 6.6% growth in the fourth quarter of FY22.

As per ACMA forecasts, automobile component export from India is expected to reach US$ 80 billion by 2026. With shift in global supply chains, the Indian global automotive component trade is likely to expand at 4-5% by 2026. In December 2020, Power PSU JV EESL announced plan to install 500 electric vehicle (EV) charging stations in the country in fiscal 2020-21. The Indian auto-components industry is set to become the third largest in the world by 2025. Indian auto-component makers are well positioned to benefit from the globalization of the sector as export potential could be increased by up to US$ 30 billion by 2021E.

References: Automotive Component Manufacturers Association of India (ACMA), Society of Indian Automobile Manufacturers (SIAM), Economic Survey & Union Budget, Indian Brand Equity Foundation (IEBF), World Bank, Media Reports, Press Releases, Department of Heavy Industries, Department of Industrial Policy and Promotion (DIPP) etc.

Company Overview and growth plan

Autoline Industries Limited (herein referred as "Autoline" or "the Company") is a prominent Pune based leading auto components manufacturer and supplier to Original Equipment Manufacturers (OEMs) and other automobile companies with presence in both domestic and international markets. Autoline has 6 manufacturing facilities backed up with in-house design & engineering services and commercial tool room. The Company is catering to global OEMs supplying over 1500 products getting assembled into different passenger cars and commercial vehicles. The Company is engaged in manufacturing sheet metal components, assemblies and sub-assemblies, Foot Control Modules, parking brakes, hinges, cab stay and cab tilt, exhaust systems, tubular structures, fabrications, etc. for large OEMs in the Automobile Industry.

Automobile sector mainly comprises of two wheelers, three wheelers, passenger wheelers and commercial wheelers. Your Company is serving to the passenger and commercial vehicles since from previous 25 years and now has forayed in the electric segment of two wheelers and three wheelers such as mopeds, motorcycle, scooters in two wheelers and passenger carriers & goods carriers in three wheelers to tap the fast growing EV business. The Company is catering EV segments of commercial and passenger vehicles of existing clients and as a result of focused approached receiving enquiries from EV major players. Moreover, the Company is also anticipating higher growth in stamping tool manufacturing business and overseeing the possibilities to develop the new business and expand existing business. Backed with the below strengths and strategies being adopted your Company is confident of achieving positive cash flows in the coming years.

• The Company is enjoying strong client base consists of Tata Motors, , Volkswagen, Ashok Leyland, Ford Motors, Fiat, Mahindra, Cummins, Tata Hitachi, Daimler etc. The efforts are being made to increase the client portfolio further in future.

• Well placed business growth strategies and on the strength of big presses and facilities "Autoline" is recognized as a preferred vendor by its major customer.

• As a plan of actions to venture into non-auto sector, the Company entered into a joint venture to commence business with railways and other players in rail segment with focus on big assemblies like side wall and underbody frame. Government of India has focused on investing in railway infrastructure by making investor-friendly policies. It has moved quickly to enable Foreign Direct Investment (FDI) in railways to improve infrastructure for freight and high-speed trains. At present, several domestic and foreign companies are also looking to invest in Indian rail projects. The entering into rail business will unlock lots of investment and growth opportunity for your company.

• Own products- Your Company is ready with E-Cycle range of products and also working on Electric Scooter which is at advance stage. The Company is building own Marketing, Sales & Distribution Network at PAN India and starting off with a digital campaign, which will be followed by other medium of marketing and selling the E-cycle such as through distributors, dealer and entering into transaction with OEMs.

• The Company regularly explores the avenues to expand its customer and product base and invests the funds for capex requirements. Recently the Board of your Company approved to purchase Laser Cutting Machine for new Business Development. This Machine is very useful for Autoline for getting entry into Indian Railways, Defense, Off Road vehicle manufactures, Agriculture equipment manufacturer etc. which demand heavy thickness fabricated Parts.

• The Company is able to serve the design and development requirement of customers through its wholly owned subsidiary Autoline Design Software Ltd. a design and development arm with tool room facility enable the Company to offer "Art to Part" facility to the customers. The Company holds an expansive portfolio of over 1500 products and also continuously upgrades its quality and performance.

• The Company focuses on skilled workforce and inhouse skill development and it retains and recruits highly experienced, skilled and qualified engineers/manpower.

• To be a part of auto sector growth in the Southern States your Company is relocating its existing rented facility in Hosur, Tamil Nadu to a bigger premises in Hosur and arranging few of machines to new rented premises to grab the additional business from existing customer i.e. Ashok Leyland and targeting new customers with bigger facility. Based on the discussion and enquiries/RFQs received from the Customers the Company is expecting more than 50% increase in turnover of Hosur facility in the FY 2021-22.

• The Company recently set up 1200 ton Hydraulic Press Machine in its Chakan Unit- II to achieve economies of scale in production. The Company has well established infrastructure, machines and robotic welding facilities to the best of its competitors and owns second largest toolroom in the auto-hub of Pune. At present the Company operates through 6 manufacturing facilities spread across Pune, Karnataka, Uttarakhand and Chennai.

CONSOLIDATED FINANCIAL PERFORMANCE:

Outbreak of pandemic resulted sharp decline in economic activity and slump in vehicle sales during the year 2020-21 and adversely impacted the financial performance of Indias auto component manufacturing industry and it resulted to the poor consolidated performance of the Company during the year under review.

• Revenue from operations decreased by 10%: Rs.28469 Lakhs (Previous Year Rs.31627 Lakhs).

• Operating EBIDTA (Earnings before Interest, Financial Charges, Depreciation, Tax & Amortization) before exceptional items: Rs.1198 Lakhs (Previous Year Negative EBIDTA of Rs.757 Lakhs).

• Net loss before exceptional items decreased by 32.43%: Rs.4214 Lakhs (Previous year loss was Rs.6236 Lakhs).

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS, IF ANY (i.e. change of 25% or more as compared to the immediately previous financial year)

Pursuant to Schedule V read with the Regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the significant changes in Key Financial Ratios (i.e. change of 25% or more as compared to the immediately previous financial year) with detailed reasons are provided as under:

• The Interest Coverage Ratio has been improved to -0.32x from -0.99x, due to increase in Earnings before Interest and Taxes (EBIT).

• The Debt Equity ratio (excluding current maturities of debt in FY 2020-21) has decelerated from 1.09x in FY 2019-20 to 1.69x largely on account of erosion of the net worth and increase in debt.

• During the year, the Operating Profit Margin noticed a slight improvement and stood at -3.27% as compared to -3.98% in FY 2019-20 due to increase in operational efficiency & optimization of raw material and manpower cost. The Net Profit Margin in FY 2020-21 was recorded at -14.71 % as compared to that of -20.88% in FY 201920; a steep improvement in net profit margin due to positive EBITDA.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a CSR Committee to monitor and maintain its CSR activities. Since the Company has been suffering losses in its previous few years and hence the provisions of Section 135 of the Companies Act, 2013 with respect to CSR activities are not applicable to the Company. However, the Company has taken various CSR Initiatives voluntarily such as tree plantation, donation of necessary things during cultural events, visit and helping to orphanages and needy ones etc.

RISKS AND MITIGATION STRATEGIES

• Liquidity Risk: The outbreak of Covid-19 pandemic caused disruption in the economic activity and lower the consumer sentiments which resulted sharp decline in Auto sales. The economy still struggling to achieve the growth at pre-pandemic level and inability to reduce the expenses proportionately causes the liquidity issue. The government and banking regulator are undertaking various measures to boost the economy and announced the fiscal support to the industry. The Company, vigilantly working towards attracting various sources of funds to support its operations and to reduce debt levels. These include equity infusion, conversion of debts, monetisation of non-core assets and consolidation of its manufacturing facilities to maintain its liquidity position.

• Customer Concentration Risk: To reduce the risk associated to single large customer and single segment the Company has been proactively looking for new clients and offering robust range of products with the support of state of art tools and design center. The Company is also striving to diversify its activity to nonauto sector and venturing into railway and other nonauto business.

• Input cost rising risk: Your Company is concentrating on optimization of raw material cost through various measures like through conversion cost reduction, supply chain efficiency improvement and material yield improvement. The Company passes through any increase in the price of raw materials, especially steel, so that there is a limited impact on its profitability.

• Competition Risk: The competition with existing as well as new players may decline the sales volume and/or impact on the profitability. The Company enjoys strong and long standing direct relations with many OEMs. It has continued its investment in newer products and better quality control in order to stay ahead of the value chain.

• Market/economic risk: Deceleration or stagnation in economy adversely impact Indian economy as well as the automobile markets. The year 2020 registered the negative global growth due to the outbreak of Covid-19 Pandemic. The COVID-19 pandemic is leading to disruption in supply chain management and manufacturing processes that is impacting business goals and profitability. Your Company is taking all possible necessary measures to minimise the impact of COVID-19 outbreak.

• Disruption in Supply chains and shortages in supply of Raw materials: Any adverse impact on the disruption in supply chains and shortages in supply of raw materials may adversely affect on the production as the Company relies on third party vendors to source raw materials and other materials.

ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY (EHS)

The Company believes in the "Safety First" and ensures that all its employees, right from shop floor to senior management, follow a strict safety discipline. Training and awareness programmes are conducted round the year to ensure that employees are updated with all latest knowledge in the market and sound skilled to handle the job with passion to exceed.

EHS management played a broad role in handling the first wave of Covid-19 pandemic whereby the Company insisted on Work from Home (WFH) modes, regular health checkup of employees, thermal screening and sanitization measures. This ensured to very less number of employees got infected by the virus.

The Company provides periodic mandatory training to operators and staff on fire-fighting, safety & mock drill. It also includes training of personnel in accident prevention, accident response, emergency preparedness, and use of protective clothing and equipment. The Companys EHS management involves creating organized efforts & procedures for identifying workplace potential hazards which in turn assists in reducing accidents and exposure to harmful situations and substances.

During the year under review, the company organized various training session for employees. Sessions on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 were organized in order to spread awareness to female employees.

In the second wave which arrived in the third quarter, the Company took a number of measures to ensure effective prevention of the Corona Virus infection by ensuring thermal checking of the employees at the entrance and exit gates, compulsory wearing of masks and sanitization measures. The Company followed all the orders issued by Central, State and Local Governments in this regard. Further the company also created awareness among employees for vaccination.

QUALITY

The Companys manufacturing facilities are highly automated wherever required. Also the safety protocols are being diligently enforced and quality standards are being strictly monitored. The Quality system upgradation is an ongoing process in the Company to bring and keep the same to the level of global standard. The Company achieves all the customers quality requirements and Customer perceived Quality is produced at work station by adding "poka yoke" to avoid complaints. The Company has obtained QMS certification- IATF 16949 (developed by The International Automotive Task Force (IATF) members) during the year 2018-19. The Company has achieved the following certifications in the quality areas of TQM & QMS.

In addition of above the Company adopts various other quality control measures such as quality awareness, training & involvement of all Shop floor team members in order to achieve quality targets, regular and preventive maintenance of dies and other machines to produce good quality parts, periodic review of suppliers quality performance and escalation etc. Overall, the Company endeavors to constantly improve its product portfolio, the quality of the products and efficiency thereby attaining customer satisfaction and appreciation.

INTERNAL CONTROL SYSTEMS

Considering the size and nature of business the internal control system is adequately set up in the Company. The Companys policies and procedures are well-framed so that they include the design, implementation and maintenance of proper internal financial controls. Internal audits are conducted by external auditors and they audit all aspects of business based on audit programmes finalized by the Audit Committee and the reports of the audit being discussed quarterly by the Audit Committee in the presence of Auditors. The Company ensures the optimal utilization of resources and the accurate reporting of financial transactions and strict compliance with applicable laws and regulations. A detailed preparation and approval of the Board is exercised yearly on both Annual Budgets & Capital budgets for all its functions and subsequently the same is monitored by the committee.

The Company is implementing SAP B-1 ERP to replace the existing Microsoft Dynamics AX 2009. Earlier the Board had opted for TCS ion ERP however considering the benefits including effectiveness of SAP B1 ERP over the TCS ion ERP, the Board consented to implement SAP B-1 ERP. This new ERP system is best for the organization and the Company will have to invest only for hardware since it will work on cloud based server. It is cost effective and one of the best ERP system to strengthen the internal control system in the organization. The Company would be in a better position to increase the operational efficiency and cost effectiveness of overall operational controls with the help of new ERP and other continuous improvements.

HUMAN RESOURCES

Employees are acknowledged as most valuable asset and human resource management at Autoline has been a continuous process, where different methods are being constantly adopted and applied for achieving best performance. During the year under review the Company has taken various steps for the betterment of the employees and cohesive working atmosphere in the Company. Autoline provides training to its employees on a continuous basis for skill building, management skills, innovation, creativity and developing quality manpower. Autoline is driving Performance Management System (PMS) to build Performance oriented culture across the Organization.

Following are the glimpses of trainings imparted during the year under review:

For attaining the best potential the Company has formed and implemented various Human resource policies such as Policy on Death Benevolent Fund, Rewards and Recognition Policy, star award policy, attendance Policy etc. The Company also sponsors/organizes programme and activities for betterment of its employees such as Annual Health Check-up, Sports events, cultural events etc. in addition of availability of selffunded Mediclaim known as ‘Autoline Employees Health Benefit Scheme, etc. The Company had an average number of 1867 employees during the year of 2020-21.

CAUTIONARY STATEMENT

The statements forming part of this Annual Report including Directors Report and Management Discussion and Analysis report may contain certain forward looking statements within the meaning of the applicable securities laws and regulations. Forward-looking statements are based on certain assumptions and expectations of future events. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied, since the Companys operations are influenced by many external and internal factors beyond the control of the Management. The Company cannot guarantee that these statements, assumptions and expectations are accurate or will be realized. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

SUBSIDIARIES AND THEIR PERFORMANCE:

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

AIPL engaged in land acquisition and development activities and has the foreign investment. It owned and possessed 112.50 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).

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. In order to develop or monetize the township approved land, AIPL had entered into an Agreement with Poddar Habitat Pvt. Ltd. a Mumbai based developer (Subsidiary of Poddar Housing and Development Ltd.) on September 24, 2018 to develop the residential project on land. However, due to Sluggish economy and slowdown in the entire Real Estate Sector the execution of above proposed transaction was on hold. The said agreement was cancelled mutually on December 21, 2020 and said proposed transaction has been terminated. Further, the Company is in discussion with other Developer/ investors to monetize the land including development of a commercial project on the land.

ii. Autoline Design Software Limited (ADSL):

ADSL is a wholly owned subsidiary of the Company and provides Engineering and Designing Software Services and Business Solutions to the Customers. ADSL is a multifaceted and end-to-end Engineering Solutions Company and 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. There is enormous potential in the engineering and design segment as it is applied not only to automotive industry but the railway, defence, white goods and consumer electronics, industrial and process engineering and many others. ADSL has well trained and highly educated and long experienced engineers to serve the requirements of customers. With the technical assistance and design support of ADSL, your Company succeeded to launch E-cycles in the market. Your Company is working to set up the distribution and selling of e-cycles from its own sources and also in process of making arrangement with better nationwide marketing and selling of E-cycles and other products under the "Electric Mobility Range" of Autoline Industries Limited.

ADSL is also performing testing and validation activities and orders are being awarded by Ashok Leyland, Tata Motors, Autoline etc. and exploring business with other OEMs for testing and validation services. ADSL is also in discussion with various prospective customers for E-vehicles, GPS system, auto break etc.

ADSL provides engineering design, tooling services to the Company for efficiently accomplish the work orders well in time and during the year under review almost Rs.71.86 Lakhs business is performed for the Company and it gives 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):

Your company 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 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 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.

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

In accordance with the provisions of Section 92 (3) of the Companies Act, 2013, copy of the Annual Return in the prescribed form is available on the Companys website and can be accessed at weblink: https://www.autolineind. com/25th-agm/

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company is duly constituted with adequate mix and composition of executive, nonexecutive and independent directors in accordance with the requirements of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Directors who were appointed or resigned during the year

Mr. Krishan Kant Rathi (DIN: 00040094), who was appointed on April 12, 2019 as a Nominee Director representing IndiaNivesh Renaissance Fund ("the Investor") resigned on July 30, 2020. The Board places appreciation for the services rendered by Mr. Krishan Kant Rathi during his tenure as a Nominee Director on the Board of the Company. The Investor nominated Mr. Sridhar Ramachandran (DIN:07706213) as a Nominee Director and the Board has appointed him as a Nominee Director with effect from July 30, 2020 on the Board of the Company not liable to retire by rotation by virtue of the Investment Agreement entered with the Investor.

During the year under review, Mr. Umesh Chavan (DIN:06908966) resigned from the position of Executive Director & Chief Executive officer due to personal reason effective from December 31, 2020. The Board places appreciation for the services rendered by Mr. Umesh Chavan during his long association with the Company as an Executive Director & CEO on the Board of the Company.

Dr. Jayashree Fadnavis (DIN: 01690087), Independent Director resigned due to pre occupation effective from November 10, 2020. The Board places appreciation for the services rendered by Dr. Jayashree Fadnavis during her tenure as an Independent Woman Director on the Board of the Company.

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 to fulfill the requirement of Woman Director. As per Board opinion Ms. Rajashri Sai possess requisite integrity, expertise and experience (including proficiency) to perform her job as an Independent Director on the Board.

The Board of the Company at its meeting held on June 28, 2021, appointed Mr. Shivaji Akhade, Managing Director of the Company as Managing Director and Chief Executive Officer of the Company effective from June 28, 2021 and designated him as a Key managerial Personnel. The tenure of Mr. Shivaji Akhade as a Managing Director & CEO, (DIN: 00006755) and Mr. Sudhir Mungase as a Whole Time Director (DIN: 00006754) are ending on September 30, 2021 and their reappointments for further period of 5 years are being placed at the 25th Annual General Meeting of the members of the Company for their approvals.

In accordance with the provisions of the Companies Act, 2013 and Companys Articles of Association, Mr. Sudhir Mungase (DIN: 00006754), Whole Time 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.

Key Managerial Personnel

CA Gokul Naik resigned from the post of Chief Financial Officer of the Company on July 31, 2020 and the Board of Directors appointed Mr. Venugopal Pendyala, as the Chief Financial Officer effective from August 1, 2020.

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, 2021, 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, 2021 and of the loss 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.

NUMBER OF BOARD MEETINGS

The Board of Directors duly met Seven (7) 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.

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. Dr. Jayashree Fadnavis, Independent Woman Director resigned on November 10, 2020. Post resignation of Dr. Jayashree Fadnavis, the Board of the Company appointed

Ms. Rajashri Sai (DIN: 07112541) as Independent Woman Director effective from February 1, 2021.

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://www.autolineind.com/code-of-conduct-policies

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 NonIndependent 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 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 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 is given as under.

The Nomination and Remuneration Policy of the company is framed 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 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 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 Companys 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. 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.

At present your company has not identified any element of risk which may threaten the existence of your company except the general, economic and business risks as given under the para "Risks and Mitigation Strategies" 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 systems 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, the Board has advised the functional heads / process owners undertake corrective action 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. On account of resignation of Mr. Umesh Chavan, erstwhile Executive Director & CEO and member of the CSR Committee; the board has reconstituted the committee and inducted Mr. Sudhir Mungase as a member of the Corporate Social Responsibility Committee.

The Company has incurred losses in previous few 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 planation, 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.

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

A.R. Sulakhe & Co. Chartered Accountants (FRN 110540W) who are the statutory auditors of the Company held office, in accordance with the provisions of the Companies Act, 2013 up to twenty third Annual General Meeting of the Company. The members of the Company at their 23rd Annual General Meeting held on September 28, 2019 approved the appointment of A.R. Sulakhe & Co. Chartered Accountants (FRN 110540W) for a second term of 3 (three) consecutive years to hold office till the conclusion of the twenty sixth 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 is no qualifications, reservations or adverse remarks made by the Statutory Auditors in his Report.

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, Pune, a firm of Practicing Company Secretaries, was engaged by your Board for the purposes of Secretarial Audit for the year ended March 31, 2021.

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:

(A) THE COMPANIES ACT, 2013

i. The Company was required to transfer unpaid dividend to the tune of Rs.84,483/- for the year 2012-13 to the Investor Education and Protection Fund (IEPF). However, the Company has transferred the unpaid dividend beyond the stipulated time period as prescribed by the law.

Comments by the Board of Directors The Company had transferred the unpaid dividend of Rs.84,483/- for FY 2012-13 to the Investor Education and Protection Fund (IEPF) within due date. However due to some technical issues the said amount credited to the dividend account of the Company. The company again transferred the said amount to IEPF, this process resulted 10 days delay to transfer the unpaid dividend to IEPF.

ii. Pursuant to Section 117 of the Act, 2013, read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has not filed Form MGT-14 with the Registrar in the following matters:

i. Appointment of CFO in the board meeting held on 30.07.2020.

ii. Approval of Boards Report in the board meeting held on 12.09.2020

Comments by the Board of Directors: There was an unintentional delay for filing the above stated forms. The Company is in process to regularize the said filings.

(B) 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 2015-16, 201617, 2017-18, 2018-19 and 2019-20. 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, 2016-17, 2017-18, 2018-19 and 2019-20 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.

(C) THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

i. Non-compliance of Regulation 30 of LODR read with SEBI Circular CIR/CFD/CMD/4/2015 dated 9 September 2015:

Mr. Krishankant Rathi resigned as Nominee Director with effect from July 30, 2020. The disclosure made by the Company did not contain the reason for resignation and date of cessation.

Comments by the Board of Directors: The resignation was due to the replacement of nomination by the Investor with effect from the date of joining of the new nominee director on July 30, 2020. The fact of change in nomination was disclosed in the Outcome of the Board meeting made on July 30, 2020.

ii. Regulation 30 of LODR read with BSE Circular LIST/ COMP/14/2018-19 dated June 20, 2018 and NSE Circular NSE/CML/2018/24 dated June 20, 2018:

a. Appointment of Mr. Sridhar Ramachandran as a Nominee Director with effect from conclusion of Board meeting dated July 30, 2020.

The Company while intimating his appointment did not specifically affirm that Mr. Ramachandran is not debarred from holding the office of director by virtue of any SEBI order and therefore to that extent the disclosure made by the Company seems inadequate.

b. Appointment of Ms. Rajashri Sai as an Independent Director with effect from February 1, 2021.

The Company while intimating her appointment did not specifically affirm that Ms. Rajashri Sai is not debarred from holding the office of director by virtue of any SEBI order and therefore to that extent the disclosure made by the Company seems inadequate.

However, the Company has made this inadequate disclosure good to NSE by making additional submissions on 1st February, 2021 and to BSE by making additional submissions on 2nd February 2021.

Comments bv the Board of Directors: With respect to the affirmation in the disclosure that the person is not debarred from holding the office of Director by virtue of any SEBI order, the Company referred SEBIs letter to the exchanges and BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018 and NSE Circular No. NSE/CML/2018/24 dated June 20, 2018; which provide that the Listed Company shall ensure w.r.t. appointment of restrained persons as a director is not debarred from holding the office by virtue of any SEBI Order or any other authority. Since both the above Directors were not the restrained persons by virtue of any SEBI order and any other authority the Company has not included said affirmation in the disclosure. Moreover, the Company, while obtaining consent to act as Director in Form DIR-2, has taken affirmation cum declaration from the respective directors that the said appointee director is not debarred from holding the office of director by virtue of any SEBI Order or any other authority.

INTERNAL AUDITORS

Moore Stephens Singhi Advisors LLP, Mumbai, was appointed as the internal auditors of the Company since from previous financial year. The Internal Auditors have carried an in-depth audit and analyzed the areas like Procurement to Pay, HR and Payroll, Inventory Management, Related Party Transactions etc. They have provided solutions and remedial measures to improve overall efficiency and efficacy in the related areas.

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 Board under Section 143(12) 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 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.

Material changes and commitments occurred during april i, 2021 till the date of this report which would affect the financial position of your company.

On account of the Severe Second Wave of the COVID-19 pandemic, the Company temporarily suspended the operations for a few days on account of containment measures levied by the State Government. The first wave of COVID-19 had impacted the normal business operations of the Company by way of interruption in production, supply chain disruption, unavailability of personnel, closure/lock down of production facilities, retail outlets of dealers etc. The Second wave, more severe, saw disruptions in supply of manpower, transportation limitations and operational difficulties due to weak cash flows. The Company has performed a detailed assessment of its liquidity position and the recoverability of the assets as at the Balance Sheet date and has concluded that based on current indicators of future economic conditions, the carrying value of the assets will be recovered. Management believes that it has fully considered all the possible impact of known events in the preparatio of the standalone financial results. However, the impact assessment of COVID-19 is a continuing process, given the uncertainties associated with its nature and duration. The Company will continue to monitor any material changes to future economic conditions and the consequent impact on its business, if any.

Other matters

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 subsection (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.

CORPORATE GOVERNANCE

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

In terms of the SEBI Regulations, the Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been uploaded on the website of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code.

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.

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:

Sr. No. Particulars
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2020-21 Name of the Director Ratio
Mr. Shivaji Akhade (DIN: 00006755) 25.51:1
Mr. Sudhir Mungase (DIN: 00006754) 10.20:1
(ii) Percentage increase in remuneration of each director, CEO, CFO and CS in the financial year 2020-21. Name of the Director & KMPs % Increase
Mr. Shivaji T Akhade Nil
Mr. Sudhir Mungase Nil
Mr. Umesh Chavan (ED & CEO)* Nil
Mr. Gokul Naik (CFO)** Nil
Mr. Venugopal Pendyala (CFO)** Nil
Mr. Ashish Gupta (CS) 14%
(iii) Percentage increase in the median remuneration of employees in the financial year 2020-21 16%
(iv) Number of permanent employees on the rolls of Company (average number); 740
(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. (Managerial personnel includes KMPs) Average 15% increment was given to employees except Key managerial personnel and due to financial constraints no annual increments was given to executive directors during the year 2020-21.
Percentage increase (16%) in the median remuneration of employees in the financial year 2020-21 is due to increment as well as reduction in the number of workers of low pay scale.
(vi) Affirmation The Board affirms that the remuneration paid to the Directors and other employees is as per the remuneration policy of the Company.

*Mr. Umesh Chavan resigned w.e.f. December 31, 2020

*Mr. Gokul Naik resigned w.e.f. July 31, 2020 and Mr. Venugopal Pendyala appointed as CFO w.e.f. August 1, 2020

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

A statement containing particulars of tp 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 Mangerial 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 avalable for inspection at the Registered Office of the Company during business hours. Any member interested in obtaining said annexure may write email to investorservices@autolineind.com.

The name of every employee whose remuneration aggregated to Rs.1.02 Crores per annum or Rs.8.50 lakhs per month during FY 2020-21: NIL

SHAREHOLDING OF DIRECTORS AS ON MARCH 31, 2021

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 3474981 11.22
3 Mr. Sudhir Mungase 00006754 2948431 9.52
4 Mr. Sridhar Ramachandran 07706213 2000 0.01
5 CA Vijay Thanawala 00001974 2525 0.01
6 Ms. Rajashri Sai 07112541 NIL NIL

During the year, Mr. Umesh Chavan, Executive Director and CEO and Mrs. Jayashree Fadnavis, Independent Director resigned effective from December 31, 2020 and November 10, 2020 respectively. They were not holding any shares of the Company as on the date of resignation.

INTER SE RELATIONSHIP BETWEEN DIRECTORS

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

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, J M Financial Asset Reconstruction Company Limited, Tata Motors Finance Solutions Limited The Catholic Syrian Bank Ltd., Axis Bank Ltd., NKGSB Co-op. Bank Ltd. 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
Pune, August 13, 2021 DIN:00109947