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Autoline Industries Ltd.

BSE: 532797 Sector: Auto
NSE: AUTOIND ISIN Code: INE718H01014
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VOLUME 5075
52-Week high 68.45
52-Week low 34.10
P/E
Mkt Cap.(Rs cr) 81.64
Buy Price 52.20
Buy Qty 31.00
Sell Price 52.25
Sell Qty 69.00
OPEN 51.40
CLOSE 51.45
VOLUME 5075
52-Week high 68.45
52-Week low 34.10
P/E
Mkt Cap.(Rs cr) 81.64
Buy Price 52.20
Buy Qty 31.00
Sell Price 52.25
Sell Qty 69.00

Autoline Industries Ltd. (AUTOIND) - Director Report

Company director report

Dear Members

Your Directors are pleased to present 19th Directors’ Report onthe business and operations of your Company together with the Audited Financial Statementsfor the year ended March 312015.

Financial Results

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

(' in Millions except EPS data)

PARTICULARS

Standalone

Consolidated

31.3.2015 31.3.2014 31.3.2015 31.3.2014
Revenue from operations (Net) 3617.83 3969.07 5067.20 6770.54
Earnings before Interest Financial Charges Depreciation Tax & Amortization - EBIDTA (150.74) 25.20 (43.06) 247.26
Less: Finance Cost 308.99 311.36 323.67 338.72
Less: Depreciation & amortization expenses 262.87 220.28 276.29 246.70
Add: Exceptional items 66.24 63.72 66.24 63.72
Add: Extraordinary items 341.07 (107.01) 16.23 (107.01)
Profit Before Tax (315.29) (549.73) (560.55) (381.45)
Tax Expense 10.72 2.29 10.11 18.17
Profit After Tax but before deducting minority interest (PAT) (326.01) (552.01) (570.66) (399.62)
Minority Interest - - (1.44) (2.06)
Profit Attributable to group - - (569.22) (397.56)
Earnings per Share (Basic) (in ') (25.57) (35.39) (45.47) (31.52)
Earnings per Share (Diluted) (in ') (25.5o) (36.01) (45.37) (32.17)

PERFORMANCE REVIEW (CONSOLIDATED)

• Revenue from operations Net' 5067.20 Millions (Previous Year' 6770.54 Millions).

• Operating EBIDTA (Earnings before Interest Financial Charges Depreciation Tax& Amortization) decreased from Rs. 247.26 Millions to Rs. (43.06) Millions.

• Profit before Tax (PBT) decreased from Rs. (381.45) Millions to Rs.(560.55)Millions.

• Profit after Tax (PAT) decreased from Rs. (399.62) Millions to Rs. (570.66)Millions.

• Due to incurring a loss during the year under review the Company does notpropose to transfer any amounts to reserve.

The standalone revenue from operations of the Company for year ended March 31 2015 wasRs. 3617.83 Millions down by 8.85% as compared to previous year and registered net lossof' 326.01 Millions as compared to loss for previous year of Rs. 552.01 Millions. Declinein turnover is mainly attributed to the sluggishness in the automobile industry more overhigh dependence on single customer has also affected business performance during the year.

The Company is in revival phase and steps have already been taken and few are beingplanned for to come out from current situation.

DIVIDEND

In view of losses incurred during the year under review the Board of Directors do notrecommend dividend for the financial year 2014-15. (No dividend was declared in theprevious year).

STATE OF THE COMPANY’S AFFAIRS AND BUSINESS OVERVIEW

Your Company has witnessed the de-growth of domestic auto industry during previouscouple of years. It resulted into negative bottom line and financial stress in theCompany. Because of sound standing strong position and possession of valuable assets itcould absorb the set back of previous two years and is able to confront with the same.

There are strong signs of recovery of economy with lower fiscal and current accountdeficit slowing inflation lowering interest rate and weak commodity prices coupled withsteep decline in oil price over the previous year. The Government continued to support theeconomy with several measures including the easing of monetary policy and Foreign DirectInvestment. All these led to revival and growth in some sector of the economy. Themeasures taken by the Government will give boost to auto industry and economy in the nearfuture.

Your Company is having full of range of Mechanical / Hydraulic Presses right fromsmallest 40 Ton to highest 2000 Ton Capacity and is the one of few companies in Pune tohave 2000 Ton Capacity Press. Your Company is second largest in Pune for the ‘Stateof the Art’ Tool Room with capability for making upto 3.5 Meter long Dies/Tools andis spread over 60000 sq. ft. premises. Your Company is having latest Designing (CAD)Analyzing (CAE) and manufacturing (CAM) Software with more than 40 dedicated engineers tosupport Request for Quotations (RFQs) from design stage to production. Availability ofIn-house designing and engineering facility gives your Company advantage over thecompetitors.

Your Company is supplying auto components and/or designing/engineering services toalmost all Domestic and International Original Equipment Manufacturers (OEMs) such asTata General Motors Volkswagen AshokLeyland Nissan Renault Ford Skoda Auto FiatMercedes Benz AMW Asia Mahindra Piaggio Bharat Benz Cummins etc. Your Company isproviding Value Added Engineering Services in terms of both cost reduction and adaptationto Indian conditions with considerable cost savings. Continuous R & D efforts anddevelopment of new design and products is an ongoing activity in the Company and make yourCompany’s position strong in the auto industry.

Consolidation of Business

Currently your Company is operating through 7 manufacturing facilities and in-houseDesign & Style Centre based in India. Moving towards the Company’s strategic planof consolidation of business the Company has shifted one of its manufacturing facilitysituated at T-135 Block MIDC Bhosari Unit to Chakan Unit-I & II. Every manufacturingfacility of the Company was having separate tool room for tool designing andmanufacturing. Considering the advantage of consolidation your Company has brought theTool Room facility under one roof to its Chakan Unit-II and designated it Commercial ToolRoom which is now spread in apprx. 50000 sq. feet of built-up area and operated bydedicated Team of Experts of In-house tool designing automated manufacturing facilitiesusing advanced robotics. The Company will achieve substantial operational efficiency andcost savings by avoiding inter-plant movement reduction in manpower and savings inoverheads through consolidation and will be able to utilize available resources in ChakanUnit.

After going through the consequential results of consolidation of one unit andobserving other requirements your Company will plan for further consolidation as informedin previous Annual Report of the Company to achieve the object of cost reduction andimproving performance.

Debt Restructuring

Your Company had initiated steps for restructuring of its debt during the year underreview and we are pleased to inform you that your Company has got excellent debtrestructuring package from the bankers of the Company. The Joint Lender Forum (formed byBank of Baroda The Catholic Syrian Bank Ltd. Axis Bank Ltd. NKGSB Co-op. Bank Ltd. andVidya Sahakari Bank Ltd.) has approved restructuring of existing debts of the Company witheffect from 01/12/2014 and issued their sanction letters.

The Company has already informed about the debt restructuring through corporateannouncement on BSE and NSE as per debt restructuring inter-alia:

i. The Company has got moratorium of 24 Months for payment of interest andrepayment of principal installments;

ii. The Company has received in-principle approval for additional term loan of Rs.25 Crores;

iii. Promoters have to bring their contribution to the sum of '4.25 Crores inphases out of which Rs. 3.25 Crores have been contributed during the FY 2014-15;

iv. Interest on restructured loans pertaining to this period of 2 years will bepaid in next 5 years;

v. Interest rate has been reduced to 12% p.a. by all the Bankers of the Company.

The debt restructuring package has been implemented and your directors are hopeful thatthis will be one of the milestones for revival of your Company.

At the request of the Company Tata Motors Limited has also granted moratorium of 1 yearfor repayment of its short term loan. Your Company places on record special appreciationfor support extended by the Bankers as well as Tata Motors Limited for restructuring ofloans.

Disinvestment

Financial Year 2014-15 is the year in which your Company has disinvested or taken stepsto disinvest major surplus assets of the Company. The Company has sold its followingassets/units during the year under review:

i. T-135 MIDC Bhosari Pune (T-Block Unit): The Company after shifting ofmanufacturing facilities to Chakan Unit- I & II has disposed of lease hold land andbuilding constructed thereon for a consideration of Rs. 11.50 Crores the funds has beenused for part repayment of term loan availed from Axis Bank Ltd.

ii. Autoline Industries USA Inc. Butler Indiana USA (Autoline-Butler) and itsstep down subsidiaries: This entity was 100% overseas subsidiary of your Company andlocated in USA. Your Company made investment initially by purchasing of 211 stocks fullypaid at Rs. 9.02 Crores. On August 29 2014 Autoline-Butler issued 789 shares of commonstock to your Company in consideration of loan given on November 30 2007. Divestment wasdone by transferring 100% stake to CJ Holdings North America LLC at $ 7.237 millionequivalent to Rs. 45.63 Crores which resulted in profit of '34.11 Crores after deductingexpenses incurred on account of this transaction. The profit on account of divestment hasbeen accounted for as an extra-ordinary item.

Due to divestment ofstocks as mentioned above Autoline Industries USA INC and itsstep down subsidiaries have ceased to be subsidiary of the Company during the year underreview.

In view of consolidation of business giving focus on Indian manufacturing facilitiesand to meet the funds requirement your Company had decided to sale aforesaid assets/unitsduring the year under review. .

Future Business Strategy

Currently your Company is going through revival phase and to overcome from currentdistress situation the Company is focusing on diversification of customers and business asagainst the existing dependency on few customers and single segment of business so as toutilize the optimum capacity of existing infrastructure. Detail on future business plansis given in Management Discussion and Analysis Report which forms part of this Report.

SUBSIDIARIES:

I. Autoline Industrial Parks Limited Pune India (AIPL):

AIPL was incorporated to develop Industrial Parks Township Projects etc. Movingtowards this object AIPL has purchased a piece of land at Village Mahalunge Taluka KhedDistrict Pune (Maharashtra) India for setting up of Township under the Special TownshipProject (STP) of Government of Maharashtra. During the period under review AIPL hasreceived ‘Locational Clearance’from Urban Development Department Government ofMaharashtra Mumbai vide its Notification No. TPS-1813/3153/CR-544/13/UD-13 datedSeptember 10 2014 for its land 42.2666 Hector (104 Acres under Special Township Project)located atVillage- Mahalunge Tal: Khed Dist: Pune. Nowthe Company is pursuing forEnvironment Clearance for its special township project and various other activities arealso going on side by side.

II. Autoline Design Software Limited Pune India (ADSL):

ADSL is a multifaceted end-to-end Engineering Solutions Company that providesEngineering and Designing Software Services and Business Solutions. With the acquisitionof ADSL in 2007 the Company’s proposition to its customers has improved as aprovider of high end design and value engineering and mass-manufacturing capabilities thatcan continually innovate through process engineering re-engineering and re-tooling toimprove manufacturing efficiency. This acquisition has given the Company edge to provideone stop complete solution to our valued customers enabling a quick & fast responseto customer for design concept to rapid prototype manufacturing. With the help of proventeam of Design Engineers and Strong tool room & manufacturing backup the ADSL isplanning to explore new business opportunities with different customers for off-shore andonsite engineering services and to establish Autoline Design Software Limited as anindependent profit making organization

III. Koderat Investments Limited Cyprus - (Koderat):

In September 2008 Autoline acquired 100% stake in Koderat Investments Limited"Koderat" (making it Wholly Owned Subsidiary) a Company incorporated andexisting under the laws of Cyprus; acting as a Special Purpose Vehicle (SPV). Further"Koderat" acquired 49% equity share capital of "SZ Design S.r.l." and"Zagato S.r.l" Italian limited liability companies Milan these companies areinto the developing and providing designing and engineering services.

The net worth of the SZ Design- Srl has been eroded due to various write offs. SZDesign Srl was declared bankrupt by the Tribunal of Milan on January 2 2015 and judiciaryreceiver has been appointed by the Bankruptcy Tribunal. The impact thereof is yet to beascertained.

Net assets value of Zagato Srl has turned into negative due to incurring of losses inprevious years and majority shareholder of Zagato Srl has passed resolution to excludeKoderat Investment Ltd. as a shareholder. Your Company is examining this matter carefullyand impact thereof is yet to be ascertained.

EXTRACT OF ANNUAL RETURN

The extract of the annual return in the prescribed Form MGT-9 is enclosed as"Annexure-A" to this Report.

SUBSIDIARIES’ PERFORMANCE

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company is duly constituted with adequate mix andcomposition of executive non-executive and independent directors. During the year Dr.Jayashree Fadnavis (DIN: 01690087) was appointed as an Additional Director (In thecategory of Independent Director) of the Company on March 28 2015 till the conclusion ofthis Annual General Meeting. The Members are requested to regularize her appointment as aDirector of the Company.

In accordance with the provisions of the Companies Act 2013 and Company’sArticles of Association Mr. Sudhir Mungase (DIN: 00006754) Whole-time Director of theCompany is liable to retire by rotation at the conclusion of this Annual General Meetingand being eligible he has offered himself for re- appointment at this Annual GeneralMeeting.

Mr. M. Radhakrishnan (DIN: 00006752) Non-Executive Director and one of the promotersand co-founder of the Company has resigned from the board of the Company with effect fromMay 27 2015 due to his health issues. The Board has accepted his resignation. He wasassociated with the Company since its inception and served as Managing Director and CEO ofthe Company in past.

Board placed on record its sincere appreciation for the valuable services anddirections given by Mr. M. Radhakrishnan as a Promoter Co-founder Director ManagingDirector & CEO during his long 15 years tenure and association with the Company andacknowledged guidance provided by him to the Company during various difficult situations.

Mr. Ravi Ketkar resigned from the post of CFO with effect from August 312014 and Mr.R.T. Goel is appointed by the Board of Directors w.e.f. September 12014 as CFO of theCompany.

Mr. Ashutosh Kulkarni resigned from the post of Company Secretary and ComplianceOfficer with effect from October 26 2014 and Mr. Ashish Gupta is appointed by the Boardof Directors w.e.f. March 28 2015 as Company Secretary and Compliance Officer of theCompany.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement ofSection 134(5) of the Companies Act 2013 the Directorshereby confirm that:

i) In the preparation of the Annual Accounts for the year ended March 312015 theapplicable Accounting Standards have been followed along with proper explanations relatingto material departures;

ii) The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on March 31 2015 andof the Profit and Loss of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 theCompany and such controls are adequate and are operating effectively.

vi) The Directors have devised proper system to ensure compliance with theprovisions of all applicable laws and such systems are adequate and are operatingeffectively which are being further strengthened.

NUMBER OF BOARD MEETINGS

The Board of Directors duly met Nine (9) times during the year under review. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.

INDEPENDENT DIRECTORS

Mr. Prakash Nimbalkar(DIN: 00109947) Mr. Vijay KThanawala(DIN: 00001974) and Dr.Jayashree Fadnavis(DIN:01690087) are the Independent Directors on the board of the Companyand have remained independent throughout the year as contemplated in Section 149(6) of theCompanies Act 2013. Further all the Independent Directors have given declarations thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and Clause 49 of the Listing Agreement.

The Company familiarizes the Independent Directors through various Programmes with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. The details of suchfamiliarisation programmes are available on the Company’s website and can access atthe link http:// www.autolineind.com/wp-content/uploads/2015/08/familiarisation-programmes-for-independent-directors.pdf

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement a separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on various parameterssuch as level of engagement contribution and independence of judgment; therebysafeguarding the interest of the Company. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors. The boardalso carried out annual performance evaluation of the working of its Audit Nomination andRemuneration as well as Stakeholder Relationship Committee. The Directors expressed theirsatisfaction with the evaluation process.

NOMINATION AND REMUNERATION COMMITTEE AND COMPANY’S POLICY ON DIRECTORS’APPOINTMENT AND REMUNERATION

Your Company has duly established a Nomination and Remuneration Committee. TheCommittee has presented to the Board the policy with respect to appointment of directorsincluding criteria for determining qualifications positive attributes independence ofdirectors remuneration for the directors key managerial personnel and other senioremployees etc. and thereafter the Board approved the same. The Nomination and RemunerationPolicy of your Company is enclosed to this Report as "Annexure-C".

The Non-executive Directors have no pecuniary relationship or transaction with theCompany. Further the Company makes no payments to the Non-executive Directors other thansitting fees which is in accordance with the provisions of the Companies Act 2013 and theRules made thereunder.

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 inplace adequate and effective system and man-power for the purposes of risk management.

At present your company has not identified any element of risk which may threaten theexistence of your company except the general and business risks as given under the paraThreats and Risks and Concern in Management Discussion and Analysis Report which formspart of this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board. The InternalAudit Department monitors and evaluates the efficacy and adequacy of internal controlsystem in the Company its compliance with operating systems accounting procedures andpolicies at all locations of the Company and its subsidiaries. Based on the report ofinternal audit function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

The Company is incurring losses from last two years and hence the provisions of Section135 of the Companies Act 2013 with respect to CSR are not applicable to your Company.

AUDIT COMMITTEE

Your Company has established an Audit Committee whose composition and other details arementioned in the Corporate Governance report.

The Audit Committee on a regular basis gives its recommendation to the Board. TheBoard gives due consideration to those recommendations. However there have been noinstances of recommendations given by the Audit Committee being not accepted by the Boardduring the year.

AUDITORS

STATUTORY AUDITORS

M/s. A.R. Sulakhe & Co. Chartered Accountants (FRN 110540) who are the statutoryauditors ofyour Company hold office- in accordance with the provisions of the CompaniesAct 2013 up to twenty third Annual General Meeting of the Company and whose appointmentwas subject to ratification by the Members at every Annual General Meeting and at aremuneration as may be decided by the Board. They have confirmed their eligibility forbeing Auditors of the Company under the Companies Act 2013 and that they are notdisqualified.

AUDITORS’ REPORT:

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments.

The Auditors in their Independent Audit Report to the Members of Autoline IndustriesLimited have observed that "Provisions for Gratuity and Leave Encashment is made onan estimated basis which is not in accordance with Accounting Standard-15 (EmployeeBenefit). In the absence of the required information effect of the same on the Standalonefinancial statements are not quantified."

The Board considered the observation made by Auditors and explained that the Company isin process of obtaining Actuarial Valuation Report for the same and taking intoconsideration the provision already made on estimated basis impact of difference betweenthe provisions already made and actuarial valuation report on the financials will beinsignificant.

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 &Associates Company Secretaries Pune a firm of Practicing Company Secretaries wasengaged by your Board for the purposes of Secretarial Audit for the year ended March312015. Secretarial Audit Report in terms ofSection 204 (1) is enclosed as "AnnexureD".

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

1. Pursuant to section 197 read with Schedule V of the Act prior approval of CentralGovernment was required for appointment of Mr. Umesh Chavan as Executive Directorof the Company. The Company has made post facto application to the Central Government onAugust 6 2015. To that extent the Company has not complied with the requirements ofSection 197 of the Act.

Comments by the Board of Directors: Initially Mr. Umesh Chavan was appointed as CEOof the Company later on he was appointed as Executive Director and CEO of the Company bythe Board in its meeting held on June 25 2014. The remuneration paid to him is as per theterms and conditions of his appointment as CEO in view of this inadvertently the Companydid not file application to the Central Government prior to his appointment as ExecutiveDirector. The Company has subsequently filed necessary applications with the CentralGovernment.

2. The Companyhas notfiled Form MGT-14 pursuant to Section 179 (3) read with Rule 8ofCompanies (Meetings of the Board and its powers) Rules 2014 in connection with theappointment of Chief Executive Officer of the Company at the Meeting of the Board held onJune 3 2014.

Comments by the Board of Directors: The observation is self-explanatory and theCompany is taking necessary steps to regularize the matter.

3. The Company had two independent directors instead of three during the period June25 2014 to March 28 2015. Therefore to that extent the Company did not comply with theClause 49 (II) (A) (2) of the Listing Agreement during that period.

Comments by the Board of Directors: The Company was looking for suitable candidatewho can become Independent Director as per the requirements of Companies Act 2013 andListing Agreement and before the end of financial year 2014-15 the Company appointed Dr.Jayashree Fadnavis as an Independent Director which fulfilled the requirement of clause 49(II) (A) (2) of the Listing Agreement.

4. The audited financial results for the year ended March 31 2014 were filed withinthe time limits prescribed under clause 41 (1) (c) (ii) of the Listing Agreement. Howeverthe same were not accompanied by the Auditors’ Report which was submitted toBombay Stock Exchange and National Stock Exchange on June 162014 with a delay of16 days.

Comments by the Board of Directors: The Company inadvertently missed to submit theAuditors’ Report to the Stock Exchanges within prescribed time which resulted indelay of 16 days.

5. The Company has not fled Annual Performance Report of its wholly owned subsidiaryKoderat Investments Limited Cyprus for the financial year 2013-14. Thus to that extent ithas not complied with Regulation 15 of the Foreign Exchange Management (Transferor Issueof Any Foreign Security) Regulations 2000.

Comments by the Board of Directors: The Company inadvertently missed to file theAnnual Performance Report of its wholly owned subsidiary to Reserve Bank of India forfinancial year 2013-14.The Company will ensure that such filing will be made withinprescribed time henceforth.

6. During the year under reviewtheCompanydisinvesteditsentireinvestmentinAutolineIndustriesInc. USA whollyownedsubsidiary. However the Company has not fled part IV of Form ODI reporting suchdisinvestment as per requirement of Regulation 16of the Foreign Exchange Management(Transferor Issue of Any Foreign Security) Regulations 2000.

Comments by the Board of Directors: At the time of disinvestment in AutolineIndustries Inc. USA the Company applied for change in authorized dealer to facilitateinward remittance. Since the RBI formalities relating to change in authorized dealer arestill in process the Company could not file part IV of Form ODI reporting and will befiled as soon as the said formalities relating to change in Authorised dealer arecompleted.

INTERNAL AUDITORS

Internal Audit during the year under review was carried out by M/s. CMRS &Associates Chartered Accountants Pune. Your Company has appointed M/s. Ketan H. Shah& Associates Chartered Accountants Pune as Internal Auditors for financialyear2015-16 under section 138 of the Companies Act 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

LOANS GUARANTEES AND INVESTMENTS BY COMPANY

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

DEPOSITS

Your Company has not accepted any deposits from the public falling within the ambit ofSection 73 under chapter V of the Companies Act 2013 and The Companies (Acceptance ofDeposits) Rules 2014.

RELATED PARTIES TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors 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.

All the Related Party Transactions were approved by the Audit Committee and also by theBoard wherever necessary. The company has not entered into any transaction with relatedparties during the year under review which require reporting in Form - AOC 2 in terms ofCompanies Act 2013 read with companies (Accounts) Rules 2014. The policy on RelatedParty Transactions and the Policy on Determination of Material Subsidiaries as approved bythe Board is also uploaded on your Company’s website: www.autolineind.com.

OTHER MATTERS

i. No significant or material orders were passed by the Regulators or Courts orTribunals which will impact the going concern status and Company’s operations infuture.

ii. The Company has in place an Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary 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 SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

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

iv. The Company has not issued shares (including Sweat Equity Shares) to Employeesof the Company under any Scheme save and except ESOP referred to in this report.

v. No material changes and commitments occurred during April 1 2015 till the dateof this Report which would affect the financial position of your Company

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

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per Clause 49 of the Listing Agreement with the Stock Exchanges a separate sectionon corporate governance practices followed by your Company together with a certificatefrom the Company’s Auditors confirming compliance form an integral part of thisReport.

Management Discussion & Analysis Report is given seperately in this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company prepared in accordance withrelevant Accounting Standards (AS) viz. AS 21 AS 23 and AS 27 issued by the Institute ofChartered Accountants of India form part of this Annual Report. CONSERVATION OF ENERGYTECHNOLOGICAL ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as"Annexure-E".

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 ofemployeesof the Company is as under:

Particulars
(i) the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year Name of the Director Ratio
Mr. Shivaji T Akhade (DIN: 00006755) 40.91
Mr. Sudhir Mungase (DIN: 00006754) 36.36
Mr. Umesh Chavan (DIN: 06908966) 37.88
(ii) Percentage increase in remuneration of each director CEO CFO and CS in the financial year2014-15. Name of the Director % Increase
Mr. Shivaji T Akhade (MD) 25%
Mr. Sudhir Mungase (WTD) NIL
Mr. Umesh Chavan (ED & CEO) Not Applicable#
Mr. R T Goel (CFO) Not Applicable#
Mr. Ashish Gupta (CS) Not Applicable#

 

(iii) Percentage increase in the median remuneration of employees in the financial year2014-15 18.50%
(iv) Number of permanent employees on the rolls of Company; 1463
(v) Explanation on the relationship between average increase in remuneration and Company performance The Company has incurred loss during the financial year 2014-15 of Rs. 32.60 Crores as compare to loss of' 55.20 Crores during the financial year 2013-14. However there was 15.57% average increase in remuneration having regards to the inflationary rates retaining the employees and other economic aspects.
(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company; Performance of the Company was not satisfactory for the financial year 2014-15. Since the Company has incurred loss during the financial year 2014-15 of Rs. 32.60 Crores (39.13% decrease in loss) as compared to loss of Rs. 55.20 Crores during the financial year 2013-14. Hence there is no increase in the remuneration of Key Managerial Personnel during the financial year 2014-15 except increase in remuneration of Managing Director by 25%.
Further new appointments for the post of CEO CFO and CS were made in the financial year 2014-15 at different dates therefore details of increase is not given/considered in such cases.
The remuneration paid to the KMP of the Company is in accordance with the remuneration policy of the Company which while deciding such remuneration gives due consideration to trend in the industry qualification experience contribution to Company past performance past remuneration and other relevant factors.

 

Particulars 31/03/2015 31/03/2014
Market Capitalization ' 73.61 Cr. ' 88.74 Cr.
PE Ratio (2.33) (1.62)

 

(vii) Variations in the market capitalization of the Company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies. Market Capitalization decreased by 15.13% as compared to previous year (based on BSE and NSE average date). PE ratio is in negative because of losses incurred by the Company during FY 2013-14 and 2014-15. The Company has allotted equity shares on public offer of equity shares on January 24 2007 at a price of' 225/- each and closing price on BSE & NSE (Average) was Rs. 59.65 as on March 312015. Thus market price per share has decreased by 73.49% since last public offer.
(viii) 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. Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year 201415 was 15.57% whereas the average percentage increase in the managerial remuneration for the same financial year was 12.5%. Increase in managerial remuneration is due to increase of Rs. 1200000/- per annum in the remuneration of Managing Director to bring his remuneration to a reasonable level since the existing remuneration was too low as compared to the market trend and considering the nature of responsibilities associated with the position. This increment was made after three years.
(ix) Comparison of the each remuneration of the Key Managerial Personnel Against the performance of the Company The Company has incurred losses during the financial year 2014-15 of Rs. 32.60 Crores (39.13% decrease in losses) and during the financial year 2013-14 of' 55.20 Crores. There is 25% increase in the remuneration of Managing Director Mr. Shivaji T Akhade (DIN: 00006755) except above there is no increase in the remuneration of KMP during financial year 2014-15.
(x) The key parameters for any variable component of remuneration availed by the directors The remuneration package of Mr. Umesh Chavan CEO & Executive Director contains variable component. The key parameters for the variable component are: 1. 1% of Net profit on new business developed by Mr. Umesh Chavan. 2. 10% on Cost reduction achieved in material and direct manufacturing costs every year as compared to previous financial years.
(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year. There are no employees in the Company who are paid remuneration in excess of the highest paid Director during the year.
(xii) Affirmation The Board affirms that the remuneration paid to the Directors and other employees is as per the remuneration policy of the Company.

#They were appointed during the financial year 2014-15 And because of new appointmentsduring the year data of increase in remuneration were not available and therefore notconsidered for increase in managerial remuneration/comparison.

Detail of remuneration paid to Mr. M. Radhakrishnan (Managing Director & CEO) wasnot considered in the calculation given above as he was employed only for 2 months duringthe financial year 2014-15.

SHAREHOLDING OF DIRECTORS AS ON MARCH 31 2015

Sr. No. Name of the Director DIN No. of Equity Shares Percentage Holding
1 Mr. Prakash B. Nimbalkar 00109947 6700 0.54%
2 Mr. Shivaji T. Akhade 00006755 633681 5.13%
3 Mr. M. Radhakrishnan 00006752 109953 0.89%
4 Mr. Sudhir V. Mungase 00006754 600958 4.87%
5 Mr. Umesh Chavan 06908966 nil nil
6 Mr. Amit Goela 01754804 125000 1.01%
7 CA Vijay K. Thanawala 00001974 2525 0.02%
8 Dr. Jayashree Fadnavis 01690087 nil nil

INTER SE RELATIONSHIP BETWEEN DIRECTORS

There are no inter se relationships between the Directors except that Mr. SudhirMungase (DIN: 00006754) Whole-time Director of the Company is brother-in-law of Mr.Shivaji Akhade (DIN: 00006755) Managing Director of the Company.

EMPLOYEES’ STOCK OPTION SCHEME - ESOS

In accordance with SEBI (Employee Stock Option Scheme and Employee Stock PurchaseScheme) Guidelines 1999 the Company has instituted Employee Stock Option Scheme 2008(Autoline ESOS 2008) pursuant to the Special Resolution passed by Shareholders at 12thAnnual General Meeting held on September 27 2008. As per Autoline ESOS 2008 160000Options were granted to 171 Permanent employees and 15000 options were granted to 5Independent Directors. During the year under review 55808 options were exercised and 5employees holding 2891 options have resigned.

These options are available for re-issue. The details of the scheme as per Companies(Share Capital and debentures) Rules 2014 SEBI (ESOP and ESPS) Guidelines 1999 and SEBI(Employee based benefits Scheme) Regulations 2014 are given in the "Annexure-F"to this report.

Acknowledgements

Your Directors express their sincere appreciation for the assistance and co-operationreceived from the various Central and State Government Departments customers vendors andlenders specifically Bank of Baroda The Catholic Syrian Bank Ltd. Axis Bank Ltd. NKGSBCo-op. Bank Ltd. Vidya Sahakari Bank Ltd. for extending financial support by way ofsanctioning Debt Restructuring Package for the Company and to Tata Motors Ltd. TataCapital Financial Services Ltd. for their continued help during a very challenging timesof the Company. The directors also gratefully acknowledge the support given by and trustentrusted by all shareholders of the Company and directors also wish to place on recordtheir deep sense of appreciation for unstinted commitment and committed services by allthe staff members and workers of the Company.

FOR AND ON BEHALF OF THE BOARD

PRAKASH NIMBALKAR

CHAIRMAN

DIN:00109947

Date: August 8 2015

Place: Pune

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