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Autopal Industries Ltd.

BSE: 517286 Sector: Auto
NSE: AUTOPALIND ISIN Code: INE335Q01018
BSE LIVE 09:24 | 18 Jan Stock Is Not Traded.
NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 32.55
PREVIOUS CLOSE 31.00
VOLUME 100
52-Week high 32.55
52-Week low 27.05
P/E 20.60
Mkt Cap.(Rs cr) 11.39
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 32.55
CLOSE 31.00
VOLUME 100
52-Week high 32.55
52-Week low 27.05
P/E 20.60
Mkt Cap.(Rs cr) 11.39
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Autopal Industries Ltd. (AUTOPALIND) - Director Report

Company director report

Dear Shareholders

On behalf of Autopal family I extend my best wishes to all of you"

Autopal Industries Limited It gives us immense pleasure in presenting you on behalf ofthe Board of Directors of the Company the 29th Annual Report of AutopalIndustries Limited along with Audited Financial Statements for the year ended 31st March2015.

Particulars

(Rs in Lacs)

2014-15 2013-14
Net Sales 3305.64 2772.23
Other Income 2.74 1.77
Operating Profit before Finance cost Depreciation Tax and Extraordinary items 330.44 286.68
Less: Depreciation & amortization expenses and Finance Costs 221.26 143.73
Profit before Tax and Extraordinary items 109.18 142.95
Less: Exceptional Items
Add: Extraordinary Items 8.04 40.18
Less:Tax 30.25 24.41
Net Profit for the year 70.89 78.36
Add: Balance brought forward from previous year -
Profit available for appropriation
Appropriation of Profits
Transfer to General Reserve
Balance carried over to Balance Sheet 70.89 78.36

1. FY 2014 IN RETROSPECT

Autopal had net Sales of Rs. 3305.64 lacs in financial year 2014-15 against Rs. 2772.23lacs in previous financial year 2013-14. The operating profit before finance costdepreciation and tax is Rs. 330.44 lacs in current year 2014-15 against Rs. 286.68 lacs inprevious financial year.

2. BUSINESS HIGHLIGHTS

Your Company already a leading player in General Lighting is at the vanguard ofInnovation and Sustainability. The Company is in the production of LED’s .The LED isvery cost conscious and uses less energy. The market of LED is on the boom in the currentscenario. In APIL all lighting products are made with international quality and consumerneeds in mind. APIL was the first company to manufacture CFL technology in India. Therecently launched LED add a great amount of colour and class as well as complimenting theexisting range of our product which include CFL tube lights LED bulb LED spot seriesluminaries and accessories etc. APIL has been decided to investment on best policies formarketing research and development in next one or two years. The products are initiallysold in top 100 cities throughout India. Presently APIL also has its own brand i.e.AUTOPAL MERITO in lights.

Some features defining the business highlights are as follows :

40 years in Lighting Excellence

Billions of delighted customers worldwide

Pioneers in many new generation lighting technology

Winner of many national and international awards

OEM/Branding to world’s leading brands

Accredited with quality certification ISO ITS-16949 ISO-14001 OHSAS-18IS-9001

Products certified with CE ROHS Etc.

3. PUBLIC DEPOSITS

(i) During the year your Company has not accepted any deposits from the public orotherwise in terms of section 73 of the Companies Act 2013 read schedule V.

(ii) Fixed Deposits from public amounting Rs.

95725/- is outstanding as at the beginning of the year out of which no payment hasbeen made during the year.

(iii) Interest Payable on Public Deposit amounting to Rs. 128683/- is outstanding inthe opening out of which no payment has been made during the year.

However company will finally pay this outstanding amount till March 2016 as per BIFRorder.

4. DIVIDEND

The road to sustained growth is steep and challenging at each step. The company willrequire additional working capital and apex in time to come to maintain its supremacy overtheir competitors. The board of directors has decided that in order to consolidate andstrengthen the capital base of the company the company does not recommend any dividendfor the year under review.

5. DISCLOSURES UNDER THE COMPANIES ACT 2013 a) Extract of AnnualReturn: The detail forming part of extract of annual return is enclosed as Annexure-1.

b) Number of Board Meetings: During the year under review the Board of Directors of thecompany met 13 (Thirteen) times (including a separate meeting of independent directors onthe Board). The details of the board meetings and the attendance of the directors areprovided in Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.

c) Committees of the Board: Details of all the Committees along with their terms ofreference composition and meetings held during the year is provided in the CorporateGovernance Report and forms integral part of this report.

6. "DIRECTORS’ RESPONSIBILITY STATEMENT"

Pursuant to Section 134 of the Companies Act 2013 the Directors hereby confirm that:

(i) In the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanations relating to material departures if any;

(ii) They have selected such Accounting Policies and applied them consistently and madejudgement and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company as at 31st March 2015 and of the profit and lossof the company for that period;

(iii) To the best of their knowledge and information they have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

(iv) They have prepared the Annual Accounts on a Going Concern basis;

(v) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and

(vi) There is a proper system to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

7. APPOINTMENT OF INDEPENDENT DIRECTOR /DIRECTORS & KMP’S:-

With coming into the force of Companies Act 2013 the Board appointed all the existingIndependent Directors viz. Mr. R.L.Rawat and Mr. Shailander Kumar as an IndependentDirectors under Section 149 of the Companies Act 2013 for a period of 5 Years which wassubsequently approved by shareholders of the Company at Annual General Meeting held on 30thSeptember 2014. Further during the 2013 under review as required under Companies Act .The Independent Directors have submitted the declaration of Independence as requiredpursuant to Section 149 (7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in sub-section (6) of Section 149 of the Act.

Mr Anup Gupta(Holding DIN 01132624)

Managing Director of the Company who has vast Experience of Managing of LightingIndustry and Finance. He continues his office as a Managing Director of the Company.

Mr. Abhishek Gupta (DIN 02691807) who was appointed an Additional Director of theCompany with effect from 1st November 2014 by the Board of Directors and who holds officeup to the date of this Annual General Meeting of the Company but who is eligible forre-appointment and in respect of whom the Company has received a notice in writing underSection 160(1) of the Act from a Member proposing his candidature for the office ofDirector be and is hereby appointed as a Director of the Company to hold office from 29thAGM to 30th AGM.

Mr. Abhishek Gupta (Holding DIN 02691807) have a rich experience he is an MBA inMarketing and Finance. He has a powerful insight into the Marketing and Finance andrelated activities and has a rich and varied experience of over 12 years in the areas ofMarketing and Finance. He has a working experience at senior levels in the concerned areasand has deep knowledge and understanding of the respective areas. He has also participatedin a number of trade fairs visited across 23 countries all major General Lighting andrelated markets world over.

Mrs. Anubha Gupta (DIN: 02190808) was appointed as a whole time director of thecompany her term completed in this AGM but who is eligible re-appointment and in respectof whom the company has received a notice in writing u/s 160(1) of the act from a memberproposing her candidature for the office of Director be and is herby appointed as a wholetime director of the company to hold office for five consecutive year from 29th AnnualGeneral Meeting to 33rd Annual General Meeting.

Mrs. Anubha Gupta have a rich experience she is an MBA from IIM Ahmadabad in Marketingand Finance. She has a powerful insight into the Marketing and Administration and relatedactivities and has a rich and varied experience of over 12 years in the areas of Marketingand Administration. Mrs. Gupta has a working experience at senior levels in the concernedareas and has deep knowledge and understanding of the respective areas. she has alsoparticipated in a number of trade fairs visited across many countries all major relatedmarkets world over.

Mr. Kunal Manchanda (DIN: 07198689) who was appointed as a Additional Director ofthe Company with effect from 1st June 2015 by the Board of Directors and who holds officeup to the date of this Annual General Meeting of the Company but who is eligible forre-appointment as a Non-Executive Independent Director of the Company who has submitted adeclaration that he meets the criteria for independence as provided in Section 149(6) ofthe Act and who is eligible for re-appointment be and is hereby appointed as an NonExecutive Independent Director of the Company to hold office for five consecutive yearsfor a term up to 30th September 2020."

Mr. Kunal Manchanda having 4 years experience in the field of finance advisoryProject funding and other related activities he have prepared detailed project report(DPR) and Techno economic Viability (TEV) study report for many Projects for ProjectFunding in Jaipur Kota and Hyderabad (in India) & Colombo (Sri Lanka).

Mr. Dharam Pal Gupta (holding DIN 00058225)

Director of the Company who retires by rotation at the Annual General Meeting and inrespect of whom the Company has received a notice in writing proposing his candidature forthe office of Director be and is hereby appointed as a Director of the Company to holdoffice From 29th AGM TO 30th AGM.

Shri Dharam Pal Gupta have a rich and vast experience of sheet metals Automobile HeadLamps and Sealed Beams General lighting sector and finance .His achievement to developlamps with Free Form Technology first time in India by owns R&D awarded him theprestigious ACMA Technology Award. He has earned 25 awards in total out of which 8 awardsare under individual capacity. Under his able guidance and vision company established itsMarketing Network all over India under Trade Mark "AUTOPAL". He developed manyprograms for QCDD (He learn from UK) ‘0’ PPM at shop floor level to reduce costetc. He predicted 20 year ago that "CHINA WOULD BE THE BIGGEST THREAT FOR INDIA"and to overcome China designed the "FIVE FINGER STRATEGY".

Mr. Praveen Kumawat (Membership No. A38584) who was appointed as a CompanySecretary with effect from 9th March2015 by the Board of Directors of theCompany u/s 203 of the Companies Act2013. He appointed as a Whole Time Company Secretaryand also appoint as a Key Managerial Person w.e.from 18th March2015on theterms and conditions mentioned in his appointment letter.

8. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration Committee and Stakeholders Grievance Committee. ThePerformance of the Board is evaluated by each individual Director as well as collectivelyby the Board on the Annual Basis towards the end of the Financial Year. The Boardperformance is evaluated on the basis of number of Board and Committee meetings attendedby individual director participation of director in the affairs of the company dutiesperformed by each director and targets.

9 INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.

10. RELATED PARTY 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 which may have a potentialconflict with the interest of the Company at large. All Related Party Transactions areplaced before the Audit Committee and the Board for approval. Prior omnibus approval ofthe Audit Committee is obtained on a quarterly basis for the transactions which are of aforeseen and repetitive nature. The transactions entered into pursuant to the omnibusapproval so granted are audited and a statement giving details of all related partytransactions is placed before the Audit Committee and the Board of Directors for theirapproval on a quarterly basis. The policy on Related Party Transactions as approved by theBoard is available on the Company’s website Form No. AOC-2 carrying relevant detailsabout related party transactions of the Company is attached as Annexure-2.

11. CORPORATE SOCIAL RESPONSIBILITY

(CSR) U/s 135 is not applicable to Autopal Industries Limited.

12. RISK MANAGEMENT:-

The Company has developed a very comprehensive risk management policy under which allkey risks and mitigation plans are compiled into a Risk Matrix. The same is reviewedquarterly by senior management and periodically also by the Board of Directors. The RiskMatrix contains the Company’s assessment of impact and probability of eachsignificant risk and mitigation steps taken or planned. For a detailed risk managementpolicy please refer the website link http://www.gravitaindia. com/wp-content/uploads/pdf/risk-managementpolicy.pdf.

13. MATERIAL CHANGESAND

COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY: No material changes andcommitments have occurred after the close of the year till the date of this Report whichaffect the financial position of the Company.

14. CORPORATE GOVERNANCE :-

Corporate Governance is a continuous process at Autopal Industries Limited. It is aboutcommitment to values and ethical business conduct. Systems policies and frameworks areregularly upgraded to effectively meet the challenges of rapid growth in a dynamicexternal business environment. Being a Listed Corporate entity our Company is committedto sound corporate practices based on conscience openness fairness professionalism andaccountability paving the way in building confidence among all its stakeholders forachieving sustainable long term growth and profitability. A detailed Corporate GovernanceReport and a certificate from M/s MK& Associates Practicing Company SecretariesJaipur regarding compliance with conditions of Corporate Governance as required underClause 49 of the Listing.

Agreement are attached and forms an integral part of this report. Certificate of theCEO/CFO inter alia confirming the correctness of the Financial Statements compliancewith Company’s Code of Conduct adequacy of the Internal Control measures andreporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreementwith the Stock Exchanges is attached and forms an integral part of this report.

15. STATUTORY AUDITOR:-

At the Annual General Meeting of the Company to be held on 30thSeptember2015 M/s Rajvanshi

& Associates Chartered Accountants will be re-appointed as Statutory Auditors ofthe Company to hold office from the conclusion of 29th AGM till the conclusion of the 33thAGM. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification by members at every AnnualGeneral Meeting. Accordingly based on recommendation of Audit Committee and Board ofDirectors the appointment of M/s Rajvanshi &Associates Chartered Accountants asStatutory Auditors of the Company is placed for ratification by the shareholders. In thisregard the Company has received a certificate from the auditors to the effect that ifthey are reappointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013. Further for any qualifications or adverse remarks in theAuditors’ Report valid clarification/ explanation has been given The Notes onfinancial statements are self explanatory and needs no further explanation.

16. COST AUDITOR:-

The Audit Committee and Board of Directors of the Company have appointed M/s BikramJain & Associates Cost Accountants having firm registration no. 101610 as CostAuditors for conducting the audit of Cost Records maintained by the company for theFinancial Year 2015-16. The Cost Audit report for the F.Y. 2013-14 was filed withRegistrar of Companies (Central Government) on 30th May2015 .There are noqualifications or adverse remarks in the Cost Audit Report which require anyclarification/ explanation.

17. PARTICULARS OF LOANS:-

APIL has not given loan Investments made Guarantees given and Securities providedReference Section 134 and 186(4) of companies act 2013.

18. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:-

The Board has appointed M/s MK&Associates Company Secretaries in Whole-timePractice to carry out Secretarial Audit of the Company under the provisions of Section204 of the Companies Act 2013. The Report of Secretarial Auditor is annexed with thisreport as Annexure-3. The Report does not contain any qualification.

19. INSIDER TRADING :-

Insider Trading Prevention Code Pursuant to the SEBI Insider Trading Code the companyhas formulated a comprehensive policy for prohibition of Insider Trading in Equity Sharesof Autopal Industries Limited to preserve the confidentiality and to prevent misuse ofunpublished price sensitive information. Mr. Chandan Singh has been designated as theCompliance Officer. It has also been posted on the website of the Company www.autopal.org

20. ENERGY CONSERVATION& FOREIGN EARNINGS AND OUTGO :

a). Conservation of Energy Technology Absorption under Section 134 of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 is not applicable for the Company.

b). Expenditure incurred in foreign currency for: Travelling Expenses Rs.93190/-Purchase of Imported Material Rs. 9169283/-(Previous Year Rs. 5517896)Purchase of Traded goods Rs. 33225833/-Purchase of Plant & Machinery components Rs.224831/-

21. CONSOLIDATED FINANCIAL STATEMENTS

AND CASH FLOW STATEMENT:-

As required under Clause 32 of the Listing Agreement and Companies Act 2013 theConsolidated Financial Statements of the Company have been prepared in accordance with therequirements of Accounting Standards issued by ‘The Institute of CharteredAccountants of India’. The Audited Consolidated Financial Statements together withAuditors’ Report thereon forms part of the Annual Report.

22. LISTING DISCLOSURE:-

Listing of Equity Shares: The equity shares of the Company are listed on the BombayStock Exchange Ltd (BSE Ltd) .The Listing fees for the Financial Year 2014-15 has beenduly paid. Our scrip code in BSE is 517286.

The shares of the Company are being traded in Bombay Stock Exchange for the Financialyear 2014-15 And movement of the share price during the year is forming part of thisAnnual Report

CDSL & NSDL Connectivity: The Company has demat Connectivity with CDSL &NSDL for demat of shares .The shareholders can avail the depository service with anyDepository Participant registered with CDSL & NSDL which are spread over the lengthand breadth of the country. Around 40% of the shares has already been dematerialized andremaining shareholders can apply to our RTA for the same. Our ISIN No.is INE335Q01018

23. MANAGEMENT DISCUSSION REPORT:-

Management Discussion and Analysis Report for the year under review as stipulated underClause 49 of the Listing Agreement with the Stock Exchanges in India is presented in aseparate section forming part of this Annual Report.

24. VIGIL MECHANISM:-

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013 andClause 49 of the Listing Agreement. The policy provides for a framework and processwhereby concerns can be raised by its employees against any kind of discriminationharassment victimization or any other unfair practice being adopted against them. Moredetails on the vigil mechanism and the Whistle Blower Policy of your Company have beenoutlined in the Corporate Governance Report which forms part of this report.

25. EFFECT OF HON’BLE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR)ORDER ON THE BOOKS OF ACCOUNTS.

During the year w.e.f. 22th August 2014 the company is ceased to be a sick industrialcompany within the meaning of section 3(1) (o) of SICA 1985 and therefore it isdischarged from the purview of SICA. However the unimplemented provisions of thesanctioned scheme if any shall continue to be implemented by the company.

(i) In Compliance of order company has written off to the extent of 75%of old dues ofsundry creditors and balance 25% has to be paid in 1/5 annual instalment. In compliance ofthe same the company has made payment in full to some of the creditors who have nominalamount and 1/5th payment has been made during the year through employee to rest of thecreditors in compliance of BIFR orders reported by the company.

(ii) Fixed Deposits from public amounting Rs. 95725/- is outstanding as at thebeginning of the year out of which no payment has been made during the year.

(iii) Interest Payable on Public Deposit amounting to Rs. 128683/- is outstanding inthe opening out of which no payment has been made during the year.

Hence as stated by the management company has not complied with the last 2 terms andcondition of BIFR Scheme. However company will finally pay this outstanding amount tillMarch 2016 as per BIFR order.

26. REGISTRAR AND SHARE TRANSFER AGENT:

The Company has Appointed Beetal Financial Computer Service (P) Limited as theirRegistrar and Share Transfer Agent. You may contact and file any application fortransfer/transmission of shares change of address and resolve any queries related toshare holder with the RTA and you may also apply to Beetal for the conversion of physicalshares into dematerialized form with its registered address as under:-Beetal House 3rdfloor 99 madangir Behind Local Shopping Centre Near Dada Harshukhdas Mandir NewDelhi-110062 Ph: 011-29961281 83 E-mail: beetal@beetalfinancial.com

27. SUBSTANTIAL ACQUISITION OF STAKE

REGULATION 8(3) (SAST):-

Shri D.P. Gupta Promoter & Promoter group of the Autopal Industries Limited andShri Anup Gupta as a Managing Director acquired substantial Shares of the Company bringingtheir total shareholding to 52.29% of the total equity capital of the Company.

28. Miscellaneous:-

Your Directors state that no disclosure or reporting is required in respectof the following items as there were no transactions on these items during the year underreview:

Details relating to deposits covered under Chapter V of the Act.

• Neither the Managing Director nor the Whole-time Directors of the Companyreceive any remuneration or commission from any of its subsidiaries.

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

29. ACKNOWLEDGEMENT :-

The results of an organisation are great reflective of the efforts put in by the peoplewho work for/ with the company. The Directors fully recognise the contribution made by theemployees of the company and all stakeholders for successful operations of the company.The Directors also place on record their appreciation for the sincere cooperation andassistance of Government Authorities Customers Suppliers BSE NSE CDSL NSDL BankersBusiness Associates Shareholders Auditors Financial Institutions and other individuals/ bodies.

For and on behalf of the Board of Directors

AnupGupta (ManagingDirector)

DharamPalGupta (Chairman)

Place:Jaipur

DATE:01/09/2015

ANNEXURE - II

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm's length basis : NIL

(a) Name(s) of the related party and nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(c) Duration of the contracts / arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the valueif any:

(e) Justification for entering into such contracts or arrangements or transactions:

(f) date(s) of approval by the Board:

(g) Amount paid as advances if any:

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188:

2. Details of material contracts or arrangement or transactions at arm's length basis

Name of party Nature of transaction Net Transaction during the year (Rs.) 3 Outstanding amount as on 31.03.2015 (Rs.) 3 Remark 3
1. Autopal Distribution Pvt. Ltd Payment Made Against Due VAT of company 400358/- 723080/- Payable
2. Autolite India Ltd. Old outstanding balance Nil 1613492/- Payable
3. Mr. Anup Gupta Director Salary and Bonus 1550000/- 52660/- Payable
Unsecured Loan 70000/- 13707000/- Payable
Advance against Expenses 750416/- Nil Nil
4. Mr. D.P. Gupta Director Salary 465000/- 385580/- Payable
Unsecured Loan 215000/- Nil Nil
5. Mrs. Anubha Gupta Unsecured Loan 1330000/- 4049150/- Payable
Director Salary 610000/- 218850/- Payable
Advance against Expenses 18435/- Nil Nil
6. Mrs. Rajni Gupta Unsecured Loan 19800/- 2279200/- Payable
7. Mrs. Lata Gupta Unsecured Loan Advances 205000/- Nil Nil
2500000/- Nil Nil
8 Man Radio& Electricals Pvt. Ltd. Loans and Advances Nil 1000000/- Receivable
9 Win ProInfolink Pvt. Ltd. Advance to Creditors 2500000/- 2500000/- Advance
10 GK-Autopal Lighting Solutions LLP Investment 800000/- 800000/-

ANNEXURE - III

SECRETARIALAUDIT REPORT

Form No. MR-3

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Autopal Industries Limited.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practice by M/s Autopal Industries Limited(herein after called "The Company"). Secretarial audit was conducted in themanner that provided us a reasonable basis for evaluating the corporate conduct/ statutorycompliance and expressing our opinion thereon.

Based on the verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion; the Company has during the auditperiod covering the financial year ended on 31st March 2015 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance mechanism in place to the extent in the manner and subject to the reportingmade hereinafter.

I have examined the books papers minutes' book forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015 to theextent applicable according to the provisions of:

I. The Companies Act 2013 (the Act) and the rules made there under;

II. The Securities Contract (Regulation) Act 1956 and Rules made there under;

III. The Depositories Act 1996 and Regulations and Bye-laws framed there under;

IV. The following Regulations and Guidelines prescribed under the Securities &Exchange Board of India Act 1992 ("SEBIAct") to the extent applicable;

A. SEBI (Substantial Acquisition of Shares and Takeover) Regulation 2011;

B. SEBI (Prohibition of Insider Trading) Regulations 1992;

C. SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009;

D. SEBI (Employee Stock Option Scheme and Employee Stock purchase Scheme) Guidelines1999;

E. SEBI(Issue and listing of Debt securities) Regulations 2008;

F. SEBI(Registrars to an Issue and Share Transfer Agents) Regulations 1993;

G. The SEBI (Delisting of Equity Shares) Regulations 2009;

H. The SEBI (Buyback of Securities) Regulations 1998;

V. As identified by the management following laws are specifically applicable to theCompany:

A. FactoriesAct 1948.

B. Industrial Disputes Act 1947.

C. (RegulationAndWelfare)Act 1969.

D. The Industrial Employment (Standing Orders) Act 1946.

E. Workmen's Compensation Act 1923.

F. Indian Contract Act 1872.

G. Package Commodities Act 1977.

H. The Special Economic Zone Act 2005.

I. The Export and Import Policy of India

J. And other applicable Laws.

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India. (NotNotified hence not applicable to the Company during Audit Period);

b) The Listing Agreements entered into by the Company to get itself listed with BSELimited.

During the period under review the Company has-complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above except in thefollowing:

Chief Financial Officer is not appointed.

Form MGT-14 relating to Unaudited Results in F.Y. 2014-15 for the Quarter Ending30-06-2014 and 30-09-2014 was not filed.

Form MGT-14 relating to disclosure of interest u/s 184 of Companies Act 2013 wasnot filed.

Due to resignation of one of the Non-Executive Independent Director the companydoesn't have proper composition of Board.

I further report that

a) The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors in the beginning ofthe Financial Year. The changes in the composition of the Board of Directors that tookplace during the period is in compliance with the provisions of the Act but afterresignation of Mata Deen Sharma as Non-Executive Independent Director the board ofdirector is not have proper balance of Non-Executive Directors and Independent Directors.

b) Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

c) None of the directors in any meeting dissented on any resolution and hence there wasno instance of recording any dissenting member's view in the minutes.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period the Company has passed specialresolutions for re-appointment & remuneration of managing director for five year.Which are having major bearing on the Company's affairs in pursuant of the above referredlaws rules regulations guidelines standards etc.

This report is to be read with my letter of even date which is annexed as Annexure - Iwhich forms an integral part of this report.

For MAHENDRA KHANDELWAL & CO.

Company Secretaries

Mahendra Prakash Khandelwal

(Proprietor)

FCS No.: 6266

CP No.: 4459

Date: 29/05/2015

Place: Jaipur

Annexure - I

To

The Members

Autopal Industries Limited.

My report of even date is to be read along with this letter.

1. It is management's responsibility to identify the Laws Rules RegulationsGuidelines and Directions which are applicable to the Company depending upon the industryin which it operates and to comply and maintain these records with same in letter and inspirit. My responsibility is to express an opinion on those records based on our audit.

2. I have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the process and practices I followed provide areasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. Wherever required I have obtained the Management's Representation about thecompliance of Laws Rules Regulations Guidelines and Directions and happening eventsetc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For MAHENDRA KHANDELWAL & CO.

Company Secretaries

Mahendra Prakash Khandelwal

(Proprietor)

FCS No.: 6266

CP No.: 4459

Date : 29/05/2015

Place : Jaipur

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