Autoline Industries Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 26th Directors Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31, 2022.

1. 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
31.03.20221 31.03.2021 31.03.2022 31.03.2021
Revenue from operations 56637.89 28414.44 56843.32 28469.48
Earnings before Interest, Financial Charges, Depreciation, Tax & Amortization - (EBIDTA) 4730.00 1123.97 4788.00 1026.36
Less: Finance Cost 2532.01 3186.13 2568.12 3196.98
Less: Depreciation & amortization expenses 2011.04 2043.42 2013.56 2043.42
Add: Exceptional items 563.08 544.46 563.08 26.52
Profit Before Tax 750.03 (3561.12) 769.40 (4187.52)
Tax Expense 0.00 0.00 0.00 0.00
Profit After Tax (PAT) 750.03 (3561.12) 769.40 (4187.52)
Other Comprehensive Income 44.40 (14.60) 47.68 (9.57)
Profit Attributable to group 794.43 (3575.72) 817.08 (4197.09)
Earnings per Share (Basic) (in Rs) 2.04 (12.32) 2.09 (14.48)
Earnings per Share (Diluted) (in Rs) 1.99 (12.32) 2.05 (14.48)

2. Transfer To Reserves

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


Though your Company has earned Profit after Tax (PAT) of Rs 7.50 Crores during the year, the Board of Directors do not recommend dividend for the financial year 2021-22 as the Board wishes to retain the earnings to meet its financial obligations and for growth. No dividend was declared in the previous year.

4. Credit Rating

Infomerics Valuation and Rating Pvt Ltd ("IVR/ Infomerics") upgraded the outlook to IVR B+/Stable (IVR B+ with Stable outlook) for Long Term Bank Facilities and IVR A4 for Short Term Bank facilities which is a 5 notch upgrade in credit rating of the Company taking into consideration the turnaround performance of the Company.

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

Your Company started to turnaround in FY 2021-22 by achieving revenue of Rs 566.38 Crores, the highest in the last 7 years. The Company also achieved a Net Profit of Rs 7.50 Crores, in comparison to the previous years loss of Rs 35.61 Crores. As enunciated in the cover pages of the last three Annual Reports, the Company had Determined to Deliver the value for its stakeholders and the result is demonstrating its determination. Now the Company is focusing to bring consistency in its performance and hence its new motto is "Turnaround, Stability and Growth" to deliver consistently in the years to come. During the year under review, revenue from operations (on a standalone basis) excluding other income increased by 99.33% to Rs 566.38 Crores as compared to Rs 284.14 Crores in the previous year. The Company registered an EBIDTA of Rs 47.30 Crores in FY 21-22 as compared to that of Rs 11.23 Crores in the pandemic year of FY 20-21. Further, the company has successfully reduced its overall long-term debt burden during the year under review.

6. A Story of Transformation!

Looking back at the last 26 years, it is an incredible pride to see our organization developing a great value system, enhancing its competency to achieve its objectives. Your Company has witnessed ups and down, good and bad roads in its journey of 26 years. It is pertinent to note that the Company had recorded a PAT of Rs 9.64 Crores in 2013 and then 7 years witnessed losses due to several factors. The Automotive sector in India has been in the state of stagnation for a few years owing to sectoral challenges and other factors. A combination of factors like new safety and environmental regulations, subdued demand, taxation, liquidity crunch after the NBFC crisis, fuel price hikes along with unstable economic conditions, uncertainty on EV regulations, etc. had a negative impact on the sector. The Covid-19 pandemic compounded the challenges.

With the great commitment and consistency by the Companys leadership, focused efforts in enhancing the operational and financial performance by way of consolidation of manufacturing facilities, divestment of foreign subsidiaries to focus on domestic manufacturing facilities and reduce the debts, infusion of Equity Capital by the Promoters and renowned & long term investors, supply chain streamlining, adding new revenue streams, cost rationalization, ensuring timely delivery of products that meet clients as well as industry standards of quality, and an upsurge in the demand of automobile succored the Company to turnaround its performance. The Board is confident that this transformation along with the sector reforms and EV wave will lead the way to achieve new heights in the years to come.

7. Set-up of 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. To strengthen Companys EV segment, your Company has incorporated a wholly owned subsidiary Company, in the name of Autoline E-Mobility Private Limited ("AEMPL) on March 3, 2022 to cater the needs of the Electric Vehicles segment. Keeping the customer aspirations of fitness and environment conservation, your Company had introduced e-cycles in three sizes

i.e., 24, 26 & 27.5 Inches with the brand name "e-speed". The Company has applied for registering the trademark e-speed with the authority.

During the year under review, the Company launched 2 new models i.e., 27.5 Inches and 26 Inches Cargo & Flat Frame, fully designed, developed, and manufactured at the Bhosari Unit of the Company and selling PAN India. Your company is also working on prototypes of other own E-products and are in pipeline for launch.

8. Consolidation of Facilities

Your Company has been working on the consolidation of manufacturing units and monetization of surplus assets during the last few years with a view to harmonizing production, reduce costs and improve efficiency. The Company has consolidated its manufacturing facility of Bhosari Unit built on two plots 7 & 8 situated at E-12-17, Bhosari, Pune ("Bhosari Facility") to Chakan Unit and disposed of property situated at plot no. 8 of Bhosari Unit and repaid loan of Tata Motors Financial Solutions Limited ("TMFSL) partially. The Company has entered into a Memorandum of Undertaking (MoU) for disposal of its property situated at Plot no. 7 of Bhosari unit, Pune and the sale transaction is expected to materialize in the second quarter of FY 22-23.

Consequently, the operations of two wholly owned subsidiary companies viz. Autoline Design Software Limited (ADSL) and Autoline E-Mobility Private Limited (AEMPL), from Bhosari facility have been shifted to a rented premises situated at the heart of Pimpri Chinchwad location i.e., Pimple Saudagar, Pune.

9. Relocation & Expansion of Hosur unit

As informed in previous year the Company has relocated its manufacturing unit at Hosur, Tamil Nadu to increase its capacity to secure additional business from Ashok Leyland and Daimler. The relocated unit has already commenced its operations and supplying the products to the customers. Relocation has eased transportation, reduced overheads and brought in efficiency in CV operations. The Company is in process of further expansion of its Hosur unit to a larger premises for tapping EV business at large scale.

10. Redemption of Debentures

As reported earlier, the Company had issued and allotted 21,42,857 Optionally Convertible Debentures ("OCDs") carrying 9% interest to JM Financial ARC ("JMFARC") on November 10, 2020, by converting its secured loan upto 15,00,00,000 (Rupees Fifteen Crores only) and fixed conversion price of 70/- for each converted equity shares, if option is exercised by JMFARC.

Since JMFARC had not exercised the option of conversion, the OCDs were redeemed on the maturity date by availing a new term loan of 15 Crores from JMFARC.

11. Raising of Funds Through Preferential Allotment

The Board of Directors at its meeting held on March 16, 2021, had 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. Post receipt of required approvals for issuance of aforesaid securities the Board in its meeting held on June 2 and 3, 2021 had 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. On June 3, 2021 the Board allotted 10,00,000 Warrants to the Promoters at a price of Rs 45/- each upon receipt of 25% amount upfront, the remaining 75% of the issue price of warrants was 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. Upon receipt of balance amount of 75% of the issue price, 10,00,000 Warrants allotted to Promoters were converted into Equity Shares on June 1, 2022. Consequent to the issuance of new equity shares to the promoters, the paid-up share capital of the Company stands increased from 37,96,31,640 comprising of 3,79,63,164 Equity Shares of Rs 10/- each, to 38,96,31,640 comprising of 3,89,63,164 Equity Shares of Rs 10/- each, fully paid.

12. Management Disccussion and Analysis Report

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

13. Subsidiaries and their Performance:

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

AIPL is engaged in land acquisition and development activities and has foreign investment. It owns and possess 113.02 acres of land parcel at Mhalunge, Chakan, Pune and land area of 102.50 acres is approved for setting up of Township under the Integrated Township Project ("ITP") of Government of Maharashtra. AIPL has received Master Plan approval under the Integrated Township Project Regulations from Pune Metropolitan Regional Development Authority (PMRDA). The land, surrounded by Auto cluster, engineering and other industries, has magnificent potential.

During the period under review, AIPL has not contributed to the performance of the Company since there is no other activity in AIPL except to monetize/develop the land which is under consideration. The Company has initiated discussion with House of Hiranandani ("HoH"), Mumbai based developer ("Developer") for development of logistics/industrial parks on the land of AIPL. HoH had planned for an Industrial warehousing project on the said land parcel. Meanwhile, PMRDA promulgated a Draft Development Plan ("DP") for the Pune Region which intended to declare some part of land parcel of Pune Region as Residential Zone and it includes land of AIPL as well. In view of this, both parties have agreed to await clear guidelines to take the discussion forward.

The Company is also exploring other potential options to monetize the aforesaid 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 actively working with new customers as well as products by offering offshore and onsite engineering services.

There is enormous potential in the engineering and design segment as it is applied not only to the automotive industry but to the railway, defense, 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 successfully manufactured and launched E-cycles in the market.

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 in discussion with various prospective customers for E-vehicles, GPS systems, auto breaks etc.

During the year under review, ADSL achieved revenue of Rs 3.27 Crores (4x compared to the previous year) with a net profit of Rs 88.45 Lakhs. 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 3.27 Crores 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.

Post-sale of property at Plot nos. 7 & 8, E-12-17, Bhosari, Pune of the Company, the commercial office of ADSL has shifted to rented premises situated at Rainbow Plaza, Pimple Saudagar, Pune.

iii. Autoline E-Mobility Private Limited ("AEMPL"):

The Company has entered into the EV business by launching E-cycle in the market. Considering future opportunities in this sector the Company formed one dedicated subsidiary Autoline E-Mobility Private Limited on March 3, 2022. Being incorporated at the end of the financial year, there was no business activity during the year.

iv. Autoline Locomotive Parts LLP ("LLP"): During the year, your Company has incorporated LLP with a 65% partnership for exploring opportunities for Railway business. The LLP was incorporated in the month of August, 2021 and obtained the vendor registration and then participated in some of the tenders opened by the Railways. There was no remarkable business activity during the year.

v. Koderat Investments Limited, Cyprus - (Koderat):

Your company had acquired 100% stake in Koderat Investments Limited in September, 2008 ("Koderat") a Company incorporated and existing under the laws of Cyprus; acting as a Special Purpose Vehicle (SPV). Further "Koderat" invested funds in "SZ Design Srl" and "Zagato Srl" Italian limited liability companies, Milan and acquired 49% equity share capital of said Italian companies. These companies were into the business of developing, designing and providing engineering services.

The net worth of SZ Design Srl has been eroded due to various write-offs. SZ Design Srl has been declared bankrupt by the Tribunal of Milan on January 2, 2015 and the judiciary receiver has been appointed by the Bankruptcy Tribunal. The net assets value of Zagato Srl has turned negative due to incurring losses in previous years and it was declared voluntarily in liquidation. The Shareholders meeting of Zagato S.r.l. has resolved to exclude Koderat as a shareholder. The resolution has been registered in the Registrars office, Cyprus and now Koderat is no more shareholder of Zagato Srl. 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 the above-mentioned reasons, it has not contributed directly to the performance of the Company during the year under review.

14. Subsidiaries Financials

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

15. Extract of Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2021-22 is available on Companys website at the following link:

16. Directors and Key Managerial Personnel

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

Directors who were appointed or resigned during the year

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 Members of the Company at their Twenty-Fifth (25th) Annual General Meeting ("AGM") held on September 29, 2021 had approved the appointment of Mr. Shivaji Akhade (DIN: 00006755) as a Managing Director and CEO and Mr. Sudhir Mungase (DIN: 00006754), as a Whole-time Director for five years w.e.f. October 1, 2021.

In accordance with the provisions of the Companies Act, 2013 and the Companys Articles of Association, Mr. Shivaji Akhade (DIN: 00006755), Managing Director & CEO, 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

CS Ashish Gupta resigned from the post of Company Secretary & Compliance Officer of the Company on March 15, 2022 and the Board of Directors appointed CS Shilpa Walunj, as the Company Secretary & Compliance Officer effective from March 16, 2022.

17. 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, 2022, 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, 2022 and of the profit of the Company for that period.

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

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

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

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

18. Number of Board Meetings

The Board of Directors duly met Five (5) 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.

19. Independent Directors

Mr. Prakash Nimbalkar (DIN: 00109947), Mr. Vijay Thanawala (DIN: 00001974) and Ms. Rajashri Sai (DIN: 07112541) are the Independent Directors on the Board of the Company and have remained independent throughout the year as contemplated in section 149(6) of the Companies Act, 2013.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 ("Act") and Clause 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and that they are not debarred from holding the office of director by virtue of any SEBI order. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

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

20. Performance Evaluation

Pursuant to Section 178(2) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board who were evaluated on various parameters such as level of engagement, contribution and independence of judgment as per the criteria formulated by Nomination & Remuneration Committee; thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the director being evaluated. The performance was evaluated on the basis of 1-5 scores (Min: 1, Max: 5) each on the basis above parameters.

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

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

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

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

The Nomination and Remuneration Policy of the company is framed in compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The Policy extensively provides for the identification of the persons who are qualified to become Directors of the Board and those who may be appointed in the Senior Management in accordance with the criteria laid down and recommend to the Board their appointment. The policy also provides that the Nomination and Remuneration Committee shall ensure that the level and composition of remuneration is reasonable and is sufficient to attract, retain and motivate Directors and the employees of senior management.

The Policy provides that remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short term and long-term performance 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://

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.

22. 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 the Management Discussion and Analysis Report which forms part of this Annual Report.

23. 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 to undertake corrective action and thereby strengthen the controls.

24. Corporate Social Responsibility (CSR)

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

25. 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.

26. Auditors

Statutory Auditors

M/s. A.R. Sulakhe & Co. Chartered Accountants (FRN 110540W) are completing their second term in the ensuing Annual General meeting.

Hence, Board considered the appointment of Statutory Auditors and on the recommendation of Audit Committee, the Board proposed appointment of M/s. Sharp & Tannan Associates Chartered Accountants, as the Statutory Auditors of the Company for a first term of 5 years, to hold office from the conclusion of this 26th Annual General Meeting till the conclusion of 31st Annual General Meeting of the Company, subject to the approval by the members at the ensuing AGM.

The Company has received confirmation from the Statutory Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

The Board recommends for seeking the consent of its Members at the ensuing AGM for the appointment of M/s. Sharp & Tannan Associates, Chartered Accountants as the Statutory Auditors of the Company.

Auditors Report:

The Notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in his Report.

Secretarial 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, 2022.

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

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

Foreign Exchange Management Act, 1999

The Company has not filed Annual Performance Report of its wholly owned subsidiary Koderat Investments Limited, Cyprus for the financial years 2015-16, 2016-17, 2017-18, 2018-19, 2019-20 & 2020-21. Thus to that extent it has not complied with Regulation 15 of the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2000.

Comments by the Board of Directors: Koderat Investment Limited is acting as special purpose vehicle and acquired 49% stake of "SZ Design SRL and "Zagato SRL Italian Limited Liability companies and these companies are into liquidation/ bankruptcy stage and the audited accounts of these companies for the relevant period were not released and made available to us and therefore the Audit of Accounts for Koderat Investment Limited for the financial years 2015-16, 2016-17, 2017-18, 2018-19 and 2019-20 is yet not completed and Annual Performance Reports for the aforesaid periods have not filed. The Company will file the same immediately on receipt of Audited Accounts of Koderat Investment Limited.

Internal Auditors

Moore Stephens Singhi Advisors LLP, Chartered Accountants Mumbai are the internal auditors of the Company since the previous financial year. The Internal Auditors have carried out 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.

27. 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

28. VIGIL Mechanism / Whistle Blower Policy

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

29. 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 relevant notes to the Financial Statements.

30. 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.

31. 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 Company formulated a policy on Related Party Transactions (RPTs) in accordance with the Companies Act and the SEBI (Listing Obligation and Disclosure) Regulations including any amendments thereto for identifying, reviewing, approving and monitoring of RPTs. The said policy has been revised in line with the amendment in SEBI Listing Regulations and the said policy along with the Policy on Determination of Material Subsidiaries as approved by the Board are uploaded on your Companys website.

32. Material Changes and Commitments Occurred During April 1, 2022 Till the Date of this Report Which Would Affect the Financial Position of your Company.

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

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) as per the Sexual Harrasment of Workmen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) of the Company and its associates are covered under this policy.

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

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

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

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

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

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

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

33. 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 Practicing Company Secretary 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.

34. 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.

35. Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

36. 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".

37. 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
Name of the Director Ratio
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2021-22 Mr. Shivaji Akhade 4.10%
(DIN: 00006755)
Mr. Sudhir Mungase 10.24%
(DIN: 00006754)
(ii) Percentage increase in remuneration of each director, CEO, CFO and CS in the financial year 2021-22. Name of the Director & KMPs % Increase
Mr. Shivaji T Akhade Nil
Mr. Sudhir Mungase Nil
Mr. Venugopal Pendyala (CFO) 17
Mr. Ashish Gupta (CS)* 49
Ms. Shilpa Walunj (CS)** NA
(iii) Percentage increase in the median remuneration of employees in the financial year 2021-22 4
(iv) Number of permanent employees on the rolls of Company (average number); 799
(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 11% 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 2021-22. Average 10.50% increment was given to managerial personnel. Percentage increase 4% in the median remuneration of employees in the financial year 2021-22 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. Ashish Gupta resigned from the post of Company Secretary & Compliance Officer of the Company effective from March 15, 2022. *Ms. Shilpa Walunj was appointed as Company Secretary & Compliance Officer of the Company effective from March 16,2022.

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

A statement containing particulars of top ten employees in terms of remuneration drawn as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an annexure forming part of this Report. In terms of Section 136 of the Act, the Annual Report and Financial Statements are being sent to the Members excluding the aforesaid annexure. The said annexure is available for inspection at the Registered office of the Company during business hours. Any member interested in obtaining said annexure may write email to

The name of every employee whose remuneration aggregated to Rs 1.02 Crores per annum or Rs 8.50 lakhs per month during FY 2021-22: NIL

During the year under review, there is no employee employed throughout the financial year or part thereof, was in receipt of remuneration which in the aggregate, or at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole Time Director and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

38. Shareholding of Directors as on March 31, 2022

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 5349981 14.09
3 Mr. Sudhir Mungase 00006754 3823431 10.07
4 Mr. Sridhar Ramachandran 07706213 2000 0.01
5 CA Vijay Thanawala 00001974 2525 0.01
6 Ms. Rajashri Sai 07112541 NIL NIL

39. INTER SE Relationship Between Directors

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

40. Acknowledgements

Your Directors express their sincere appreciation for the assistance and cooperation received from the various Central and State Government Departments, Customers, Vendors and Lenders specifically Bank of Baroda, J M Financial Asset Reconstruction Company Limited and Tata Motors Finance Solutions Limited for their continued help and support during a very challenging time 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 the unstinted commitment and committed services by all the employees of the Company.

For and on Behalf of the Board
Prakash Nimbalkar
Pune, August 29, 2022 DIN: 00109947