Dear Members,
Your Directors are pleased to present the 27th
Directors' Report on the business and operations of your Company together with the
Audited Financial Statements for the year ended March 31, 2023.
1. Financial Results
The financial highlights for the year under review compared to the
previous financial year are given below:
PARTICULARS |
Standalone |
Consolidated |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
Revenue from operations |
64658.84 |
56637.89 |
64975.01 |
56843.32 |
Earnings before Interest, Financial Charges, |
4011.65 |
4730.00 |
4108.46 |
4788.00 |
Depreciation, Tax & Amortization (EBIDTA) |
|
|
|
|
Less: Finance Cost |
2139.14 |
2532.01 |
2198.54 |
2568.12 |
Less: Depreciation & amortization expenses |
1739.71 |
2011.04 |
1763.47 |
2013.56 |
Add: Exceptional items |
1355.34 |
563.08 |
909.99 |
563.08 |
Profit Before Tax |
1488.14 |
750.03 |
1056.44 |
769.40 |
Tax Expense |
0.00 |
0.00 |
2.94 |
0.00 |
Profit After Tax (PAT) |
1488.14 |
750.03 |
1053.5 |
769.40 |
Other Comprehensive Income |
-10.47 |
44.40 |
-11.85 |
47.68 |
Profit Attributable to group |
1477.67 |
794.43 |
1041.65 |
817.08 |
Earnings per Share (Basic) (in Rs.) |
3.84 |
2.04 |
2.72 |
2.09 |
Earnings per Share (Diluted) (in Rs.) |
3.82 |
1.99 |
2.70 |
2.05 |
2. Transfer to Reserves
The Company does not propose to transfer any amount to general reserve.
3. Dividend
Though your Company has earned Profit after Tax
(PAT) of Rs. 14.88 Crores during the year, the Board of
Directors do not recommend dividend for the financial year 2022-23 as
the Board wishes to retain the earnings to meet its financial obligations and for growth.
No dividend was declared in the previous year.
4. State of the Company's Affairs, Financial Performance
and Business Overview
Upon generating the highest revenue in FY 2021-22 in last seven years,
your company is now on the path of exponential growth based on improved performance of all
business divisions supported by strong demand.
The Company generated stand-alone revenue of
Rs. 646.59 Crore this year against Rs. 566.38 Crores in last year and
had a net profit of Rs. 14.88 crores, twofold up from Rs. 7.50 Crores the year before. The
Company has registered the 14% revenue growth in FY 2022-23 over FY 2021-22, by expanding
the Customer base, developing new products, tapping new markets/ customers, automation in
the production line and passenger vehicles continue to show increased volumes, side by
side taking efforts to reduce the costs and improve operational efficiency. These
approaches ensured the positive results during the year and worked as the turnaround
strategy for the Company.
Directors believe that with the latest market demand the growth
trajectory of the company will continue and foreseeing increase in CV Sales in Q1 and
subsequent quarters. The Company had expanded its customer base in Auto and Non-Auto
segment and determined to diversify in to EV product portfolio to improve topline and
operational efficiency. With the upturn of economy supported by several emerging growth
drivers and facilitating policies of the government the automotive OEMs witnessed higher
pace growth than moderate. Overall India's automotive industry is set for an upward
trajectory, with strong growth potential in production, sales, and exports. As the nation
transitions towards electric vehicles, the industry's economic impact will further
expand, solidifying
India's position as a global automotive powerhouse.
The ongoing shift in consumer preferences, increasing exports, and
government support are key drivers in shaping the future of the industry. As the
automotive market continues to evolve, India's strategic focus on innovation,
infrastructure development, and sustainable practices will not only boost its economic
growth but also position the country as a leading player in the international automotive
arena by
2030 and beyond.
Your Company with an emphasis on "Turnaround,
Stability and Growth," is poised to continue delivering consistent
results for years to come. This motto reflects a renewed focus on driving growth while
also ensuring that the company remains stable and sustainable over time. Achieving these
goals will require ongoing effort and adaptability in response to changing market
conditions. However, with a clear vision and strong leadership at all levels of the
organization, there is every reason to believe that the company can continue thriving well
into the future.
The remarkable turnaround since FY 2021-22 is a testament to the
Company's resilience and determination to deliver value for its stakeholders.
Achieving a revenue of Rs. 646.59 Crores, clearly reflects the state of the Company's
affairs on an upward trajectory.
Moreover, reducing overall long-term debt burden during this period
demonstrates smart fiscal planning and strategic decision-making by the company leadership
something that bodes well for future growth prospects. Further focused efforts in
enhancing the operational and financial performance by way of cost savings, consolidation
of manufacturing facilities, supply chain streamline, adding new revenue streams, ensuring
timely delivery of products that meet clients as well as industry standards of quality,
and an upsurge in the demand of automobile succored the Company to move in its turnaround
journey.
As we look ahead, these factors instill confidence that the Company
will continue focusing on motto
"Turnaround, Stability and Growth" through delivering
consistent performance metrics in years to come while keeping shareholders' interests
at heart.
Highlights of performance and other affairs are discussed in more
detail in the Management Discussion and Analysis Report attached after this report which
is integral part of this Report
5. Electric Bicycles Journey & New Ventures
Electric bicycles are revolutionizing transportation with their
numerous benefits These eco-friendly modes of transportation not only help reduce carbon
emissions but also provide a fun and efficient way to get around.
Your Company are among the company that has jumped on board with this
trend and is utilizing its own existing capacities to manufacture E-Cycles with the
support of Autoline Design Software Limited (ADSL), a wholly-owned subsidiary in design,
engineering, and development. With this new venture, Autoline E-Mobility Private Limited
(AEMPL) a wholly owned subsidiary of your Company have developed eight variants of E-
Cycles in various frame sizes with the brand name "e-speed."
When it comes to ride safely and to keep body strong and healthy, an
electric bike is always a better option on the road in low speed segment than an electric
scooter and post ban on low-speed scooter later in 2nd half of the year, the
demand is surged for e-cycles and the sales numbers are getting increased.
The demand for eco-friendly transportation is higher than ever, and the
Company has already stepped in this constantly growing market and is well shaped to meet
the challenge.
During the year under review, the Company have launched 4 new models
i.e., 27.5 Inch Unisex, 26 Inches Cargo & Frame with integrated battery (front and
rear wheel drives) - fully designed, developed and manufactured at the Autoline Unit of
the Company, sold and serviced at PAN India network along with e-commerce presence.
These models include a 27.5 Inch Unisex that's perfect for daily
commuting or leisurely rides through the park. There's also a cargo version with an
integrated battery that features both front and rear-wheel drives.
This model is ideal for those who need to carry groceries or other
items while still enjoying the benefits of an electric-powered ride. The Company has also
made sure these bikes are widely accessible by selling and servicing them through PAN
India dealer network along with an e-commerce presence by making them available on Amazon,
Flipkart And all four models have been tested and certified by ARAI Pune and are eligible
for the Delhi Govt subsidy scheme
This commitment to quality reflects in every aspect of these electric
bicycles' design from their durable frames to their efficient batteries making
them a reliable choice for anyone looking to switch over to eco-friendly transport
options!
Your company is also working on the development of an indigenized range
of electric two-wheeler products and is in the pipeline for launch. The said will be with
a new brand name which is under the process of registration and trademarking with the
authorities.
6. The Railways and Locomotive Business Update
The Company has taken part in multiple IRCTC tenders for around 40
products, including sliding doors, stainless steel end walls, water tanks, FIAT bogie
frames, side wall assemblies, etc. and anticipates receiving orders in FY23-24. The
Company had formed LLP in 2021 to explore the potential for the railway business.
On research, it was observed that due to the company's historical
presence of two decades, the railway business with the company is more advantageous than
doing so with a new LLP. Further it found easy to get business in long standing and well
set-up Company compare to the new comer. Therefore, the Company decided to close the LLP
and the same was closed by the Company during the year.
7. Relocation & Expansion of Hosur unit
To expand its capacity and attract more business from
Ashok Leyland and Daimler, the Company had moved its manufacturing
facility to Hosur, Tamil Nadu earlier in previous year. The relocated facility immediately
upon shifting had started operating and serving the consumers with the products. Moving
has improved mobility, cut costs, and increased the effectiveness of CV operations.
In order to exploit the EV market on a wide scale, the
Company moved the current rented facility in Hosur,
Tamil Nadu, to larger premises during the year under review and
commenced the production and expecting to show increased volume in the year 2023-24
onwards.
8. Raising of funds through Preferential Allotment
The Board of Directors at its meeting held on March 16,
2021, had approved the raising of funds by way of issuance of 10,00,000
Warrants at a price of Rs. 45/- each. Post receipt of required approvals for issuance of
aforesaid securities the Board in its meeting held on
June 2 and 3, 2021 had allotted 10,00,000 Warrants to the Promoters at
a price of Rs. 45/- each upon receipt of 25% amount upfront.
Upon receipt of balance amount of 75% of the issue price, 10,00,000
warrants allotted to Promoters were converted into Equity Shares on June 1, 2022.
Consequent to the issuance of new equity shares to the promoters, the
paid-up share capital of the Company stands increased from 37,96,31,640 comprising of
3,79,63,164 Equity Shares of Rs. 10/- each, to 38,96,31,640 comprising of 3,89,63,164
Equity Shares of Rs. 10/- each, fully paid.
The funds raised through this Preferential Issue were utilized for
repayment of loans, working capital requirements and other general corporate purposes.
9. New set-up at Sanand
Your Company had received an offer from Tata
Motors Ltd. ("TML") to set up a facility at Sanand, Gujarat
to cater the need of automobile parts and components for Tata Motors. The said new
facility has to be established on the Plot admeasuring 20000 sq. mtr. to be allotted by
Gujarat Industrial Development
Corporation ("GIDC"). Your Company post-pandemic grabbed
every opportunity in the automotive and non-automotive sectors and accepted the business
proposition with Tata Motors Ltd. and Non-Tata Motors Limited customers in order to
continue growing with the market.
You Board of Directors at its meeting held on June 1,
2023 considered the proposal and approved the setting up of a new
plant/facility on the plot to be allotted by
GIDC at Sanand, Gujrat to expand the business and retain the existing
business with OEM and grow the Company's operations.
Your Board of Directors estimated the fund requirements to the tune of
Rs. 65 Cr. towards capital expenditure for acquiring the land, plant and machinery and
other long term expenditure. Tata Motors Financial
Solutions Limited ("TMFSL") a financing arms of TML has
in-principally agreed to finance the required amount and support the Company for aforesaid
set-up.
10. Management Disccussion and Analysis Report
Management Discussion and Analysis Report prepared pursuant to SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this
Directors' Report.
11. Subsidiaries and their Performance:
i. Autoline Industrial Parks Limited ("AIPL"):
AIPL is engaged in land acquisition and development activities and has
foreign investment. It owns and possess 113.02 acres of land parcel at Mhalunge, Chakan,
Pune and land area of 102.50 acres is approved for setting up of Township under the
Integrated Township
Project ("ITP") of Government of Maharashtra. AIPL has
received Master Plan approval under the Integrated Township Project Regulations from Pune
Metropolitan Regional Development
Authority (PMRDA). The land, surrounded by Auto cluster, engineering
and other industries, has magnificent potential.
During the period under review, AIPL has not contributed to the
performance of the
Company since there is no other activity in AIPL except to
monetize/develop the land which is under consideration.
As posted in the last Annual Report on land monetization project, the
Company was in discussion with House of Hiranandani (HoH),
Mumbai based developer ("Developer") for the development of
logistics/industrial parks on the land of apprx. 100 acres owned by AIPL, however, both
parties had cancelled the discussion due to procedural and technical stalemate. During the
year the Company was engaged in conversation with the ESR Advisers India Private Limited
("ESR") for the Sale of their Equity Stake in Autoline
Industrial Parks Limited, a Material Subsidiary of the Company. However, the said
discussion could not have proceeded on account of technical reasons and it has been
discontinued.
Sale of Investments in AIPL
The Company is holding 43.26% stake in AIPL and together with its
wholly owned subsidiary Autoline Design Software Ltd. ("ADSL") hold 44.78%
Equity
Shares. In the course of exploring various options the management of
the company identified a potential buyer MNSC Realty & Developers Pvt. Ltd. for its
stake sale and the Company have entered into a Memorandum of Understanding
(MoU) with MNSC Realty & Developers Pvt.
Ltd on April 28, 2023. Further discussion are going on to conclude the
definitive agreement between the parties.
ii. Autoline Design Software Limited ("ADSL"):
As a wholly owned subsidiary of Autoline, ADSL has become a leading
provider of engineering and designing software services to the Company. With their
multifaceted approach to engineering solutions, they are able to provide customers with
one-stop complete solutions for all their needs. From design concepts to rapid prototype
manufacturing, ADSL is always ready to deliver quick and efficient results.
The engineering and design segment is an ever-growing industry with
enormous potential. The demand for innovative designs and efficient solutions is
constantly increasing in all the sectors and the uptick in Auto sector will open up
tremendous demands for these kinds of Services and ADSL is well posed to grab these
opportunities.
ADSL has been actively working on expanding its customer base by
offering offshore and onsite engineering services and high-quality business solutions that
cater to various industries such as automotive, railway, defense, white goods, consumer
electronics etc. Their extensive experience in these sectors means that they can provide
valuable insights into the latest trends and innovations within those fields.
ADSL's commitment towards innovation and excellence has allowed
them to stand out as a reliable partner for any company looking for top-notch engineering
software services. As they continue exploring new opportunities in emerging markets like
E-vehicles or GPS systems while also maintaining strong partnerships with well-known OEMs
like Ashok Leyland or Tata Motors it seems clear that there will be many exciting
developments ahead!
One such successful endeavor by ADSL was the assistance in
manufacturing and launch of E-cycles in the market. With their design support and
technical assistance, ADSL helped the company to manufacture electric cycles that met
high-quality standards while being cost-effective. ADSL's experience also extends to
testing and validation services for major automobile manufacturers like Ashok Leyland,
Tata Motors as well as Autoline among others.
This proves that ADSL's capabilities go beyond just designing
software; they are also proficient in delivering comprehensive services related to
engineering solutions.
During the year under review, ADSL achieved a revenue of Rs. 3.70
Crores (12.8% increase compared to previous year) with a net profit of Rs. 93.21 Lakhs
(before exceptional items and Tax). During the year under review despite the fact that all
revenue is generated from business performed for the
Company, it provides the comfort of in-house availability of
engineering design capabilities to the Company's customers, directly contributing to
the Company's performance.
iii. Autoline E-Mobility Private Limited ("AEMPL"): By
releasing E-cycle onto the market, the Company has entered directly in the EV industry. On
March 4, 2022, the Company established one specific subsidiary, Autoline E-Mobility
Private Limited, taking into account potential opportunities in this industry and E-cycle
segment of the Company is being carried on under this Company.
During the year under review, AEMPL achieved a revenue of Rs. 1.20
Crores with a net profit of Rs. 7.27 Lakhs and to that extent it contributed to the
consolidated results of the Company.
iv. Koderat Investments Limited, Cyprus (Koderat):
Your company had acquired 100% stake in
Koderat Investments Limited in September,
2008 ("Koderat") a Company incorporated and existing under
the laws of Cyprus; acting as a Special Purpose Vehicle (SPV). Further "Koderat"
invested funds in "SZ Design Srl" and "Zagato
Srl" Italian limited liability companies, Milan and acquired 49%
equity share capital of said Italian companies. These companies were into the business of
developing, designing and providing engineering services.
The net worth of SZ Design Srl has been eroded due to various
write-offs. SZ Design Srl has been declared bankrupt by the Tribunal of Milan on
January 2, 2015 and the judiciary receiver has been appointed by the
Bankruptcy Tribunal and the investment in this Company was impaired to Nil as not
realizable. The net assets value of Zagato Srl has turned negative due to incurring losses
in previous years and it was declared voluntarily in liquidation. The Shareholders'
meeting of Zagato Srl has resolved to exclude
Koderat as a shareholder. The resolution has been registered in the
Registrar office, Cyprus and now Koderat is no more shareholder of Zagato
Srl. Koderat is a Special Purpose Vehicle ("SPV") and due to
above-mentioned reasons, it has not contributed directly to the performance of the
Company during the year under review.
12. Subsidiaries' Financials
A Report on the performance and financial position of each of the
subsidiaries of the Company pursuant to Rule 8 (1) read with Rule 5 of Companies
(Accounts) Rules, 2014 in Form AOC-1 is annexed as "Annexure -A" and forms a
part of this Annual Report.
13. Extract of Annual Return
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules,
2014, the Annual Return for FY 2022-23 is available on Company's
website at the following link: http:// www.autolineind.com/annual-reports/
14. Directors and Key Managerial Personnel
The Board of Directors of your Company is duly constituted with an
adequate mix and composition of executive, non-executive and independent directors in
accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015.
The Board of the Company at its meeting held on
January 30, 2021 appointed Ms. Rajashri Sai (DIN: 07112541) as an
Independent Woman Director effective from February 1, 2021 for three years to fulfill the
requirement of Woman Director. Her term of office will expire on January 31, 2024. The
Nomination
& Remuneration Committee at its meeting held on May 18, 2023
recommended for reappointment of
Ms. Rajashri Sai for her second term of five years and her
reappointment for a further period of 5 years is being placed at the 27th
Annual General Meeting of the members of the Company for their approval.
In accordance with the provisions of the Companies
Act, 2013 and Company's Articles of Association,
Mr. Sudhir Mungase (DIN: 00006754), Wholetime
Director, is liable to retire by rotation at the conclusion of this
Annual General Meeting and being eligible, he has offered himself for re-appointment at
the upcoming Annual General Meeting.
15. Directors Responsibility Statement
Pursuant to the requirement of Section 134(5) of the
Companies Act, 2013, the Directors hereby confirm that:
i) In the preparation of the Annual Accounts for the year ended March
31, 2023, the applicable
Accounting Standards have been followed along with proper explanations
relating to material departures.
ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as on
March 31, 2023 and of the profit of the Company for that period.
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
iv) The Directors have prepared the annual accounts on a going concern
basis.
v) The directors have laid down internal financial controls to be
followed by the Company and such controls are adequate and are operating effectively.
vi) The Directors have devised proper system to ensure compliance with
the provisions of all applicable laws and such systems are adequate and are operating
effectively, which are being further strengthened.
16. Number of Board Meetings
The Board of Directors duly met Six (6) times in the year under review.
The details of which are given in the Corporate Governance Report. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013 time
to time.
17. Independent Directors
Mr. Prakash Nimbalkar (DIN: 00109947), Mr. Vijay Thanawala (DIN:
00001974) and Ms. Rajashri Sai (DIN: 07112541) are the
Independent Directors on the Board of the Company and have remained
independent throughout the year as contemplated in section 149(6) of the Companies Act,
2013.
All the Independent Directors have given declarations that they meet
the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013
("Act") and Clause 16 (1) (b) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and that
they are not debarred from holding the office of director by virtue of any SEBI order.
Further, the Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV to the Act.
The Company familiarizes the Independent Directors through various
Programmes with the Company, their roles, rights, responsibilities in the Company, nature
of the industry in which the Company operates, business model of the Company etc. The
details of such familiarisation programmes are put on the Company's website and can
be accessed at the link http:// www.autolineind.com/code-of-conduct-policies
18. Performance Evaluation
Pursuant to Section 178 (2) of the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate exercise was carried out to evaluate the performance of
Individual
Directors including the Chairman of the Board who were evaluated on
various parameters such as level of engagement, contribution and independence of judgment
as per the criteria formulated by Nomination
& Remuneration Committee; thereby safeguarding the interest of the
Company. The performance evaluation of the Independent Directors was carried out by the
entire Board excluding the director being evaluated. The performance was evaluated on the
basis of 1-5 scores (Min: 1, Max: 5) each on the basis above parameters.
The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors. Annual evaluation of the
performance of the Board and its committees such as Audit, Nomination and Remuneration as
well as Stakeholder Relationship Committee were carried out. The Directors expressed their
satisfaction with the evaluation process.
19. Nomination & Remuneration Committee and Company's Policy
on Directors' Appointment and Remuneration
Your Company has duly established a Nomination and Remuneration
Committee. The Committee has presented to the Board the policy with respect to the
appointment of directors including criteria for determining qualifications, positive
attributes, independence of directors, remuneration for the directors, key managerial
personnel and other senior employees etc. and thereafter the Board approved the same.
In compliance with Section 178(4) of the Companies Act, 2013 and the
rules made thereunder, the salient features of the Nomination and Remuneration Policy of
the Company and its web link are given as under.
The Nomination and Remuneration Policy of the company is framed in
compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation
19 read with Part D of Schedule II of the SEBI (Listing Obligation and Disclosure
Requirement)
Regulations, 2015. The Policy extensively provides for the
identification of the persons who are qualified to become Directors of the Board and those
who may be appointed in the Senior Management in accordance with the criteria laid down
and recommend to the
Board their appointment. The policy also provides that the Nomination
and Remuneration Committee shall ensure that the level and composition of remuneration is
reasonable and is sufficient to attract, retain and motivate Directors and the employees
of senior management.
The Policy provides that remuneration to directors, key managerial
personnel and senior management involves a balance between fixed and incentive pay
reflecting short-term and long-term performance objectives. The policy also has the unique
feature of providing Directors, Key Managerial Personnel and
Senior Management reward linked directly to their effort, performance,
dedication and achievement relating to the Company's operations.
The complete policy is available at http://
www.autolineind.com/code-of-conduct-policies/
The Non-executive Directors have no pecuniary relationship or
transactions with the Company. Further, the Company makes no payments to the
Non-executive Directors other than sitting fees which is in accordance
with the provisions of the Companies
Act, 2013 and the Rules made there under.
The Nomination and Remuneration Committee in its meeting held on May
18, 2023 recommended to pay remuneration by way of commission to the
Non-executive Directors for the services rendered to the Company in
previous many years as the Company has not paid remuneration in past many years other than
sitting fees to the Independent Directors due to incurring of losses.
20. Risk Management Policy
Your Directors have formed a Risk Management Committee chaired by Mr.
Prakash Nimbalkar (DIN:
00109947). During the year your company has reconstituted the committee
and added management members in order to strengthen the committee's oversight of the
risk management process, ensure that the company is taking the proper steps to mitigate
risks, and enhance the overall risk management framework of the company. In the
company's Corporate
Governance Report, a detailed composition is provided. In order to
reflect the most recent risk management best practices and standards, your company has
updated its risk management policy. To address all facets of risk management, the amended
policy has been made more thorough. The policy has been expanded, made more clear, and is
now enforceable, all of which will make it easier to verify that the business is taking
the proper precautions to reduce risks and safeguard its assets.
The Management has established sufficient and efficient procedures and
resources for risk management. The Risk Management Committee's reorganization is a
critical step in strengthening the company's risk management structure. With the
addition of management representatives across the multidisciplinary level such as
operations, Finance, Human assets development, the committee has the knowledge and
efficientl yexperience required to supervise the company's risk management
initiatives.
The committee is committed to ensuring that the company is taking the
appropriate measures to mitigate risks
Your Company has not yet identified any risk factors that could imperil
its survival, with the exception of the general, economic, and business risks stated under
the para-Risks and Mitigation Strategies in Management Discussion and Analysis Report,
which is a part of this Annual Report.
21. Internal Control Systems and their Adequacy
According to the size, scope, and complexity of its operations, your
company has an internal control system. The Internal Auditors / Audit Department monitors
and evaluates the organization's adherence to operational systems, accounting
procedures, and policies at all of the Company and its Subsidiaries' locations, as
well as the effectiveness and sufficiency of internal control systems. Based on the report
from the internal audit function and internal auditors, the Board has advised the
functional heads and process owners to take corrective action in order to improve the
controls.
22. Corporate Social Responsibility (CSR)
The CSR Committee was established by the Company, and the Corporate
Governance Report of the Company provides details of its constitution. Because your
company has suffered losses over the past few fiscal years, Section 135 of the Companies
Act of 2013 does not apply to its CSR operations hence the Company has not carried out CSR
activities in accordance with Section 135 of the Companies Act 2013 however, your company
has been actively taking part in CSR initiatives on a volunteer basis, such as planting
trees, visiting orphanages, helping those in need, etc.
23. Audit Committee
Your company has formulated an Audit Committee, the members of which
are listed in the Corporate
Governance report along with other information.
The Board regularly receives recommendations from the Audit Committee.
The Board carefully considers those suggestions. However, during the year under review,
there have not been any occasions where the Audit Committee's recommendations were
not followed by the Board.
24. Auditors
STATUTORY AUDITORS
At their 26th Annual General Meeting on September 29, 2022,
the members of the Company appointed M/s. Sharp & Tannan Associates, Chartered
Accountants, as the Company's Statutory Auditors for a term of 5
years beginning after the conclusion of this 26th Annual General Meeting and
ending on conclusion of the 31st Annual General Meeting.
Auditors' Report:
The Notes on financial statement referred to in the
Auditors' Report are self-explanatory and do not call for any
further comments. There are no qualifications, reservations or adverse remarks made by the
Statutory
Auditors in his Report.
Secretarial Standards
The Board confirms compliance of the provisions of the Secretarial
Standards notified by the Institute of
Company Secretaries of India (ICSI).
SECRETARIAL AUDITORS
Your Board engaged M/s. KANJ & Co. LLP, Company Secretaries, Pune,
a firm of Practising Company
Secretaries, for the purposes of Secretarial Audit for the year ended
March 31, 2023, in accordance with Section 204 of the Companies Act, 2013, and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Secretarial Audit Report in terms of Section 204 (1) is enclosed as
"Annexure B".
The Secretarial Auditors in their Secretarial Audit
Report have observed that:
Foreign Exchange Management Act, 1999
The Company has not filed Annual Performance Report of its wholly owned
subsidiary Koderat Investments
Limited, Cyprus for the financial years 2018-19,
2019-20 & 2020-21. Thus to that extent it has not complied with
Regulation 15 of the Foreign Exchange Management (Transfer or Issue of Any Foreign
Security) Regulations, 2000.
Comments by the Board of Directors: Koderat Investment Limited is
acting as special purpose vehicle and acquired 49% stake of "SZ Design SRL" and
"Zagato SRL" Italian Limited Liability companies and these companies are into
liquidation/ bankruptcy stage and the audited accounts of these companies for the relevant
period were not released and made available to us and therefore the Audit of Accounts for
Koderat
Investment Limited for the financial years 2018-19,
2019-20, 2020-21 & 2021-22 is yet not completed and
Annual Performance Report has not filed. The Company will file the same
immediately after receipt of Audited Accounts of Koderat Investment Limited.
INTERNAL AUDITORS
Since the previous financial year, Moore Stephens Singhi Advisors LLP,
Chartered Accountants in Mumbai, has served as the Company's internal auditor. The
internal auditors carried out a thorough audit and looked at a number of things, such as
related party transactions, inventory management, human resources and payroll, and so
forth. They have provided solutions and remedial actions in order to improve overall
effectiveness and efficiency in the pertinent domains.
25. Details in Respect of frauds Reported by Auditors under Section
143(12)
During the year under review, there were no frauds reported by the
auditors to the Audit Committee or the BoardunderSection143(12)oftheCompaniesAct,2013
26. Vigil Mechanism / Whistle Blower Policy
A whistleblower policy (WBP) is a safeguard that your company has in
place to address any instances of fraud and poor management. The Whistle Blower
Policy's specifics are covered in the Corporate Governance Report and are also
available on the company website.
27. Loans, Guarantees and Investments by Company
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
28. Deposits
Your Company has not accepted any deposits from the public falling
within the ambit of Section 73 under chapter V of the Companies Act, 2013 and The
Companies (Acceptance of Deposits) Rules, 2014.
29. Related Party Transactions
All related party transactions that entered into during the financial
year were on an arm's 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
Company's website.
30. Material Changes and Commitments Occurred during April 1, 2023 till
the date of this report which would affect the Financial Position of your Company.
There have been no material changes and commitments affecting the
financial position of the Company, which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of this Report.
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 Company's
operations in future.
ii. The Company has in place an Anti-Sexual Harassment Policy in line
with the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) of the Company and its associates are covered under this
policy.
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
iii. The Company has not issued Equity Shares with differential rights
as to Dividend, Voting or Otherwise.
iv. The Company has not issued shares (including Sweat Equity Shares)
to Employees of the Company under any Scheme.
v. There has not been any change in the nature of business of the
Company during the year under review.
vi. A disclosure, as to whether maintenance of cost records as
specified by the Central Government under sub-section (1) of section 148 of the Companies
Act, 2013, is required by the Company and accordingly such accounts and records are made
and maintained The business of the company does not fall under any of the sector
mentioned in The Companies (Cost Records and Audit) Rules, 2014 read with the Section 148
of the Companies Act, 2013. Hence maintenance of cost record is not applicable to the
company
vii. There is no application made or any proceeding pending under
Insolvency and Bankruptcy Code against the Company during the year under review.
viii. The details of difference between amount of the valuation done at
the time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof. Not applicable.
31. Corporate Governance
A special section on the corporate governance practices used by your
company is included in this annual report in accordance with the SEBI (Listing Obligations
and Disclosure Requirement) Regulations, 2015, together with a certificate from the
Practising
Company Secretary attesting to compliance.
The Board has established a Code of Conduct for all Board Members and
Senior Management of the Company in accordance with the SEBI Regulations. The
Company's website has a copy of the Code of Conduct posted there. Senior Management
Personnel and all Board Members have confirmed conformity with the
Code.
32. Consolidated Financial Statements
The Consolidated Financial Statements of your Company prepared in
accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS)
prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting
practices and policies to the extent applicable and forms part of this Annual Report.
33 Secretarial Standards
The Company has devised proper systems to ensure compliance with the
provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of
India and that such systems are adequate and operating effectively.
34. Conservation of Energy, Technological Absorption, Foreign Exchange
Earnings and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as
"Annexure-D".
35. Particulars of Employees:
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company is as under:
Information as per Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:
A statement containing particulars of top ten employees in terms of
remuneration drawn as required under Section 197(12) of the Act read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given in an annexure forming part of this
Report. In terms of Section 136 of the Act, the
Annual Report and Financial Statements are being sent to the Members
excluding the aforesaid annexure. The said annexure is available for inspection at the
Registered Offic of the Company during business hours. Any member interested in
obtaining said annexure may write email to 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 2022-23: NIL
During the year under review, there is no employee employed throughout
the financial year or part thereof, was in receipt of remuneration which in the aggregate,
or at a rate which, in the aggregate, is in excess of that drawn by the Managing
Director or Whole Time Director and holds by himself or along with his
spouse and dependent children, not less than 2% of the equity shares of the Company.
Shareholding of Directors as on March 31, 2023
Sr. No. Name of the Director |
DIN |
No. of Equity Shares |
Percentage Holding |
1 Mr. Prakash Nimbalkar |
00109947 |
6700 |
0.02 |
2 Mr. Shivaji Akhade |
00006755 |
5849981 |
15.01 |
3 Mr. Sudhir Mungase |
00006754 |
4323431 |
11.10 |
4 Mr. Sridhar Ramachandran |
07706213 |
2000 |
0.01 |
5 CA Vijay Thanawala |
00001974 |
2525 |
0.01 |
6 Ms. Rajashri Sai |
07112541 |
NIL |
NIL |
36. Inter Se Relationship Between Directors
Mr. Sudhir Mungase (Whole-time Director) and Mr. Shivaji Akhade
(Managing Director) are related to each other and Mr. Sudhir Mungase is a brother-in-law
of Mr. Shivaji Akhade except for this there is no inter se relationships between the
Directors.
37. Acknowledgements
Your Directors express their sincere appreciation for the support and
cooperation received from various Central and State Government Departments, Customers,
Vendors, and Lenders, particularly Bank of Baroda, J M Financial Asset
Reconstruction Company Limited, and
Tata Motors Finance Solutions Limited for their ongoing assistance and
support during a very trying time for the
Company. The company's shareholders' support and trust are
also gratefully acknowledged by the directors. The directors also want to publicly express
their sincere gratitude for the unwavering dedication and dedicated work of all of the
company's workers & staff.
|
For and on Behalf of the Board |
|
Prakash Nimbalkar |
|
CHAIRMAN |
Pune, June 01, 2023 |
DIN: 00109947 |
|