Automobile Products of India Ltd Management Discussions

During last year with passage of time picture of global economy became more promising. Last year started with stronger revival in US economy, during the year European economy also saw signs of recovery. Recovery in developed economies let to cut in various stimulus packages and concerns of slowing flow of foreign money in emerging markets like India pressurized currencies especially due to Indias large current account deficit. Various measures by Government and RBI arrested the pressure but domestic growth remained a challenge. Domestic economic growth remained below 5% for second year in a raw.

Controlling high inflation remained priority for domestic policy makers over growth. During later part of the last year elections in four states and central elections took center stage which affected pace of government decision making and policy framework. Sectors like automobile, capital goods, infrastructure, aviation suffered due to this and negative sentiments. With a strong mandate with newly elected central government there is an overall positive sentiment for faster decision making and revival of Indian economy.

Last year was an important year for your company in recent past, as for the first time in recent time your company posted a profit. Various efforts made by management in last couple of years has started yielding results. With likely revival of Indian economy and continuous efforts of the management, this year looks very promising. During last year your company added consultancy segment and management is actively looking for tapping various business avenues.

DIVIDEND

In view of the carried forward losses, your Directors do not recommend payment of any dividend on equity shares.

FIXED DEPOSITS

Your Company has not accepted any deposit from the Public during the financial year under review.

DIRECTORS

Section 149 of the Act which defines the composition of the Board and the criteria for a Director to be considered as independent has been notified w.e.f. 01.04.2014. The Board consists of five Directors out of which two Directors are Promoter Directors.

Shri K.S. Kirushnamani, Director of the Company resigned w.e.f. 5^th February, 2014, the Board wishes to place on record its appreciation of the services rendered by him during his tenure.

Pursuant to Section 149 of the Companies Act, 2013 and as per amended clause 49 of the Listing Agreement all listed Companies are required to appoint atleast One Woman Director on the Board of Directors of the Company. Mrs. Priti P. Kataria was appointed as an Additional Director at the meeting of the Board of Directors of the Company held on 19^thAugust, 2014as an Additional Director to hold office upto the date of the ensuing Annual General Meeting.

Mrs. Priti P. Kataria and Shri R.R. Saboo are proposed to be appointed as an Independent Director pursuant to Section 149 of the Companies Act, 2013 for a period of five years and your Company has received notice from a Corporate Member pursuant to Section 160 of the Companies Act, 2013 signifying its intention to propose their candidature to the office of Director and therefore the Board recommends their appointment to the shareholders.Brief Bio-data of Mrs. Priti P. Kataria and Shri R.R. Saboo are provided in Corporate Governance Report.

In accordance with Section 152 of the Companies Act, 2013, Shri Shyam Agarwal retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his re-appointment to the members. Brief Bio-data of Shri Shyam Agarwal is provided in Corporate Governance Report.

AUDITORS

M/s. SGCO& Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company, who are holding office till conclusion of ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed to the Company that their re-appointment if, made would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified from re-appointment within the meaning of the said act.

Your Director recommend their appointment for a period of 5 Years till the conclusion of Annual General Meeting to be held in the Year 2019. (subject to ratification of their appointment by the Members at every Annual General Meeting).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that:

• In the preparation of the Annual Accounts for the financial year ended 31^st March, 2014, applicable accounting standards have been followed;

• Appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit of the Company for that period;

• Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• The Annual Accounts of the Company have been prepared on a going concern basis.

COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is attached hereto and forms part of the Annual Report.

INFORMATION AS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT. 1956

During the financial year under review, there were no employee in the Company who was in receipt of remuneration in excess of the limits as specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (As amended vide Notification No G.S.R 289(E) dated 31^st March, 2011),

INFORMATION AS REQUIRED UNDER SECTION 2171(1) (e) OF THE COMPANIES ACT. 1956

A. CONSERVATION OF ENERGY

Your Company is making continuous efforts to conserve energy consumption wherever practicable by economizing on the use of power and fuel in the factory and offices.

B. TECHNOLOGY ABSORPTION

No new technology absorption has been made during the financial year 2013-14.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no Foreign exchange earnings and outgo during the financial year 2013-14.

PERSONNEL

During the year under review, your Company maintained cordial relationship with employees.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation of the excellent assistance and co-operation received from Government Bodies, bankers, customers, suppliers and distributors.

The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts by all employees.

Your Directors are thankful to esteemed shareholders for their support and confidence reposed in the Company.

	For and on behalf of the Board
Place: Mumbai	Director	Director
Date: 19th August, 2014	Shyam Agarwal	Siddharth Agarwal