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Atul Auto Ltd.

BSE: 531795 Sector: Auto
NSE: ATULAUTO ISIN Code: INE951D01028
BSE 00:00 | 30 Nov 316.45 7.15
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NSE 00:00 | 30 Nov 316.45 7.30
(2.36%)
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HIGH

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OPEN 310.95
PREVIOUS CLOSE 309.30
VOLUME 42165
52-Week high 331.20
52-Week low 145.10
P/E
Mkt Cap.(Rs cr) 694
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 310.95
CLOSE 309.30
VOLUME 42165
52-Week high 331.20
52-Week low 145.10
P/E
Mkt Cap.(Rs cr) 694
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Atul Auto Ltd. (ATULAUTO) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present Thirty Forth Annual Report along with theaudited financial statements for the financial year ended March 31 2022.

FINANCIAL RESULTS

The financial performance of the Company on standalone basis for the year ended March31 2022 is summarized below:

(Rs. in lacs except per share data)
Particulars 2021-22 2020-21
Revenue from Operations 29382 29590
Other Income 239 186
Total Income 29621 29776
Operating Costs 31537 30352
Profit Before Depreciation Interest Exceptional -1916 -576
Items and Tax (PBDIT)
Depreciation & Amortization Expense 933 656
Profit before Interest Exceptional Items and Tax -2849 -1232
Interest 400 88
Exceptional Items - -
Profit before Tax (PBT) -3249 -1320
Tax Expense -762 -300
Profit after Tax (PAT) -2487 -1020
Other Comprehensive Income 43 18
Total Comprehensive Income for the period -2444 -1002
Opening Balance in Profit and Loss Account 25601 26603
Balance carried to Balance Sheet as Retained Earnings 23157 25601
Earnings per Share (Rs.) -11.33 -4.65

FINANCIAL REVIEW AND HIGHLIGHTS

The Second wave of COVID-19 pandemic had hit the Indian economy very hard automobileindustry was among the worst affected industries in financial year 2021-22. Especiallythreewheeler segment of the automobile industry has been taking comparatively more time inrevival. The Company could not maintain its performance during the financial year due tosluggish demands of the products. The Company has concentrated on rigours costrestructuring and efficiency improvements to decrease the loss as much as possible. Thefinancial parameters of FY 2022 are as under:

• The Company sold 16061 vehicles in FY 2021-22 in compare to 16295 in previousyear. Thus sale of the Company declined by 1.44%.

• The Company has achieved turnover of '28634 Lacs in FY 2021-22.

• Revenue from operations remained '29382 Lacs in FY 202122 (Previous year'29590 Lacs)

• Export revenue of the Company increased to '2562 Lacs (Previous year '1333Lacs)

• Loss before depreciation interest and tax remained '1916 Lacs against the lossof '576 Lacs in previous year

• Loss before taxes remained '3249 Lacs compare to loss before tax of '1320 Lacsin previous year

• Net loss after tax remained '2487 Lacs compare to net loss after tax of '1020Lacs previous year.

The highlights of consolidated results with performance of associate and subsidiarycompany are described in this report separately.

DIVIDEND

Considering the uncertainty of cash inflow due to low demand on account of COVID-19 andfuture need of the fund for operations of the Company the Board of Directors of theCompany does not declare final dividend for the year ended March 312022.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "Listing Regulations") andapplicable provisions of the Companies Act 2013 read with the rules issued thereunderthe Consolidated Financial Statements of the Company for the financial year 2021-22 havebeen prepared in compliance with applicable Accounting Standards and on the basis ofaudited financial statements of the Company its subsidiary and associate company asapproved by the respective Board of Directors.

In accordance with Section 136 of the Act the financial statements includingconsolidated financial statements if any auditor's report and every other documentrequired by law to be annexed or attached to the financial statements are available forinspection by the members through online mode by sending an email or at the RegisteredOffice of the Company during business hours on all days except Saturdays Sundays andpublic holidays upto the date of the AGM. Any member desirous of obtaining a copy of thesaid financial statements may write to the Company Secretary at the Registered Office ofthe Company. The financial statements including consolidated financial statements ofsubsidiaries and all other documents required to be attached to this report have beenuploaded on the website of the Company at https://atulauto.co.in/subsidiaries-reports.aspx

PERFORMANCE OF SUBSIDIARIES ASSOCIATE COMPANIES AND JOINTVENTURES

Pursuant to provisions of Section 129(3) of the Act read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of the Company's subsidiaries Associates and Joint Ventures in Form AOC-1 isattached to the consolidated financial statements.

Khushbu Auto Finance Limited

Khushbu Auto Finance Limited ("KAFL") a Non-Banking Finance Companycategorized as Investment and Credit Company (NBFC- ICC) earlier Asset Finance Company(AFC) has become wholly owned subsidiary of the Company after completion the acquisitionof 70% equity share capital of KAFL from September 01 2021. Before the acquisition theCompany was holding 30% equity share capital of KAFL. KAFL is primarily in the business offinancing of three-wheelers of Atul Auto Limited and two- wheelers. KAFL aggressivelyprovides the finance to the customers of Atul Auto Limited in the regions where otherfinancers are not easily available.

KAFL has geared up its operations post COVID with an aggregate Disbursement of '7955Lacs during FY 2021-22 and an Asset Under Management (AUM) of '17275 Lacs as on March312022 in compare to AUM of '15293 Lacs as on March 312021. KAFL has an annual growthof ~23% as compared to FY 2020-21. Operational revenues stood at '3060 Lacs resulting ina PBT of '219 Lacs. The profit after tax remained at '161 Lacs for the year ended on March312022.

KAFL has its presence at 47 locations covering 12 different states in India and plansto expand its presence in FY 2022-23.

As per explanation provided under the Regulation 24 of the SEBI (Listing Obligationsand Disclosure Requirements) regulations 2015 the term "material subsidiary"shall mean a subsidiary whose income or net worth exceeds twenty percent of theconsolidated income or net worth respectively of the listed entity and its subsidiariesin the immediately preceding accounting year. KAFL wholly owned subsidiary of the Companyis to be considered as unlisted material subsidiary since net-worth of KAFL is more than20% of net-worth of the Company as on March 312021.

The Board of Directors of KAFL at its meeting held on February 21 2022 has appointedMs. Aarti Jeetendra Juneja (DIN: 06872059) Independent Director of the Company asDirector of KAFL as per the said regulation 24 of the SEBI Listing Regulations whichstates that at least one independent director of the board of directors of the listedentity shall be a director on the board of directors of an unlisted material subsidiary.

Atul Green Automotive Private Limited

Atul Green Automotive Private Limited is wholly owned subsidiary of the Company. It isin the business of sales of spare parts of Atul vehicles to certain international markets.

The Investment in share capital of Atul Green Automotive Private Limited was '45 Lacsas on March 312022. It's revenue during the year was '208.31 Lacs and earned after taxprofit of '1.54 Lacs.

Atul Greentech Private Limited

Atul Greentech Private Limited ("AGPL") was incorporated in the year 2020having an objective of manufacturing battery packs battery management system batterycharger tools equipment fittings raw material etc. for the purpose of electricvehicles of Atul Auo Limited and various other applications and electric motor vehiclesand conveyances of all descriptions for carrying passengers and other things materialsand products used for in or in connection with vehicle and other things with an initialinvestment of '1 Lacs. As per fund requirement of AGPL the Company has invested furthermoney in AGPL. At the end of financial year 2021-22 the investment in share capital was'999.99 Lacs.

Considering various parameters the Board of Directors of the Company has approved theproposal of AGPL to manufacture assemble and sell electric three wheeler from AGPL inaddition to electric vehicles spares and parts. Further the Board has also approved theproposal of AGPL to raise '15 Crore by way of private placement basis to meet therequirement of long-term working capital of AGPL. In the month of May 2022 AGPL hasraised '15 Crore by way of allotment of 2500000 equity shares of '10/- each at a priceof '60/- each (evaluated by Registered Valuer) on private placement basis to theshareholder/s other than the Company including Mr. Vijay Kedia Non-Executive Director(DIN: 00230480) of the Company. Post-allotment the Company holds eighty percent stake inAGPL.

Joint Venture

The Company does not have any joint venture.

LOANS GUARANTEES AND INVESTMENTS

Particulars of the loans given investment made or guarantee given pursuant to section186 of the Companies Act 2013 and the purpose for which the loan or guarantee orinvestment is proposed to be utilized by the recipient of the loan or guarantee areprovided in Note No. 45 to the Standalone Financial Statements. These loan guarantee andinvestments are in compliance with section 186 of the Companies Act 2013.

No security has been provided during the year 2021-22.

To secure the availability of retail finance to the customers of Atul vehicles theCompany has acquired 100% stake in Khushbu Auto Finance Limited an NBFC arm of theCompany by purchasing 70% shares from existing shareholders of the Company at the totalcost of '44.57 Crore.

LIQUIDITY

The Company has cash and cash equivalents of '505 Lacs as on March 312022. Moreoverthe Company has sanctioned working capital facilities '3000 Lacs from IDBI Bank '750 Lacsfrom ICICI Bank and pre/post shipment credit facilities of USD 3.50 Million or equivalentINR as on March 31 2022 to meet the liquidity requirement.

Further the promoters have committed to give unsecured loan to provide liquidity ifneeded to repay the installments of term loan due in FY 2021-22.

TERM DEBT

The company has been sanctioned a term loan of '9000 Lacs from EXIM Bank for partfinancing the green field project at Bhayla Dist. Ahmedabad from which the company hasutilised '7500 Lacs as on March 312022 and confirmed that the company will not draw anyfund from the balance available loan.

CAPITAL EXPENDITURE

During financial year 2021-22 the major capital expenditure has been made in plant andmachineries at Bhayla Dist. Bavla near Ahmedabad where the construction and installationwork has been completed. The Company has incurred capital expenditure of '1051 Lacs duringthe year.

Ahmedabad plant has been all set to roll out the production. During FY 22 BIW and fewother amenities have been made operational and the management in its best possibleprediction assume that pre-treatment plant final coat (Paint Shop) and assembly linewould be made operational in FY 2022-23.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Mahendra J Patel is liable to retire by rotation at the ensuing AGM in compliancewith the provisions of Section 152 of the Companies Act 2013 read with the Companies(Appointment and Qualification of Directors) Rules 2014 and the Articles of Associationof the Company and being eligible has offered himself for reappointment. The IndependentDirectors of Company are not liable to retire by rotation as per provisions of section149(13) of the Companies Act 2013.

All the directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of Section 164 of the Companies Act 2013. TheCompany has received declarations from all the Independent Directors confirming that theymeet the criteria of independence as prescribed under 149(6) of the Companies Act 2013read with Rules issued there under as well as Regulation 16(1)(b) of the ListingRegulations (including any statutory modification(s) or re- enactment(s) for the timebeing in force). The Board is of the opinion that Independent Directors of the Companyhold highest standards of integrity and possess requisite expertise and experiencerequired to fulfil their duties as Independent Directors.

In terms of Section 150 of the Companies Act 2013 read with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014 Independent Directors of theCompany have confirmed that they have registered themselves with the databank maintainedby the Indian Institute of Corporate Affairs (IICA) within the statutory time limit. TheIndependent Directors are also required to undertake online proficiency selfassessmenttest conducted by the IICA within a period of 2 (two) year from the date of inclusion oftheir names in the data bank unless they meet the criteria specified for exemption. Ms.Aarti Juneja Mr. Mohan Jit Walia and Dr. Jaichander Swaminathan have cleared the test.Mr. Vijay Goel has exempted for passing the test pursuant to third proviso of Rule 6 ofthe Companies (Appointment and Qualification of Directors) Rules 2014.

The details of policy on Directors' Appointment its remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters provided under subsection (3) of section 178; and performance evaluation has beendescribed in detail in the report on Corporate

Governance of the Company which forms and integral part of the report.

The first term of Mr. Mohan Jit Walia and Mr. Jaichander Swaminathan as IndependentDirectors of the Company expires on August 09 2022 and August 25 2022 respectively. Asthey further qualifies and being eligible on the recommendations of the Nomination andRemuneration Committee of the Company the Board of Directors agreed to reappoint Mr.Walia by passing the resolution through circulation on August 08 2022 and agreed toreappoint Mr. Swaminathan at its Meeting held on August 13 2022 for three more yearsi.e. upto August 08 2025 and August 24 2025 respectively subject to approval ofshareholders in ensuing Annual general Meeting. The Company has in terms of Section160(1) of the Act received in writing a notice from Member proposing their candidaturesfor the office of Independent Directors. The brief profile of both the directors areannexed to the notice of AGM

There was no change in the Key Managerial Personnel during the year.

NUMBERS OF MEETINGS OF BOARD

The Board met six times during financial year 2021-22 the details of which areprovided in the Corporate Governance Report. The gap between any two meetings was withinthe period prescribed by the Act and the SEBI Listing Regulations.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on March 312022:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders' Relationship Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.

PERFORMANCE EVALUATION

The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration Committee to formulate a process for evaluating the performance of IndividualDirectors Committees of the Board and the Board as a whole.

In terms of the requirement of the Companies Act 2013 and the SEBI ListingRegulations an annual performance evaluation is undertaken. The details of the evaluationprocess parameters etc. are set out in the Corporate Governance Report which forms a partof this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act 201 3 theDirectors based on the information and representations received from the Board ofDirectors confirm that:

a. in the preparation of the annual accounts for the financial year ended March 312022 the applicable accounting standards had been followed and there are no materialdepartures from the same;

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at March 312022 and of the Profit of the companyfor that period;

c. they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and are operating effectively duringthe financial year ended March 312022; and

f. they had devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively throughout thefinancial year ended March 312022.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this report and givesdetails of the overall industry structure economic developments outlook operationalperformance and state of affairs of your Company.

CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with certificate from the Auditors on its compliance forms anintegral part of this report.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

M/s. Kamlesh Rathod & Associates Chartered Accountants (ICAI Firm Registration No.1 17930W) ("Existing Auditors") were appointed as statutory auditors of theCompany at twenty ninth AGM to hold office upto thirty forth AGM of the Company. M/s.Kamlesh Rathod & Associates have confirmed that they are not disqualified fromcontinuing as Auditors of the Company. The peer review certificate of M/s. Kamlesh Rathod& Associates has valid upto July 312024.

The Auditors' Reports for the financial year ended March 312022 on the financialstatements (Standalone and consolidated) of the Company is a part of Annual Report. Theauditors' report does not contain any qualification reservation or adverse remark.

The existing auditors will complete a tenure of five year as Statutory Auditors of theCompany on the conclusion of the upcoming thirty forth AGM of the Company. The Board ofDirectors of the Company at its Meeting held on August 13 2022 on the recommendation ofthe Audit Committee have made its recommendation to the Members for appointment of M/s.Maharishi & Co. Chartered Accountants (ICAI Firm Registration No. 124872W) CharteredAccountants who have given a written consent to act as Statutory Auditors of your Companyand have also confirmed that the said appointment would be in conformity with theprovisions of sections 139 and 141 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 to hold office for period of Five (5) consecutive yearsfrom the conclusion of this 34th Annual General Meeting (AGM) until the conclusion of the39th AGM to be held in the year 2027 to audit the financial statement from FY 2022-23 toFY 2026-27.

Secretarial Auditors

The Board of Directors of the Company at its Meeting held on May 27 2022 has appointedCS Hardik Hudda (ICSI Membership No.: A39621 CP No.:14697) Proprietor of M/s. HardikHudda &

Associates in whole time practice having valid peer review certificate No.1805/2022 toundertake the Secretarial Audit of the Company for the financial year 2021-22. TheSecretarial Audit Report for the financial year ended March 31 2022 is set out inAnnexure [A] to this report. Further the Secretarial Audit Report for the financial yearended March 31 2022 of Khushbu Auto Finance Limited (Material Unlisted Subsidiary of theCompany) is set out in Annexure [B] to this Report as per requirement of regulation 24A ofthe SEBI Listing Regulations.

The Company is not required to get its cost records audited for the financial year2021-22.

REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors and Secretarial Auditors have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee or Central Government under section 143(12) of the Companies Act2013 details of which needs to be mentioned in this Report.

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures. The Company is in the process of appointment of an Internal Auditor.

RELATED PARTY TRANSACTIONS

All transactions entered with related parties for the financial year 2021-22 were onarm's length basis and in the ordinary course of business and that the provisions ofSection 188 of the Companies Act 2013 and the Rules made thereunder are not attracted.Thus disclosure in Form AOC-2 in terms of Section 134 of the Companies Act 2013 is notrequired. Further there is no material transaction with any related party during the yearunder review. The Company complies with the policy on related party transactions whileidentification and monitoring it.

All transactions with related parties were reviewed and approved by the Audit Committeeand are in accordance with the Policy on Related Party Transactions formulated by theCompany. There are no materially significant related party transactions that may havepotential conflict with interest of the Company at large.

All related party transactions are placed before the Audit Committee as also to theBoard for review and approval/ noting. Omnibus approval of the Audit Committee wasobtained for transactions which are of repetitive nature. Transactions entered intopursuant to omnibus approval are reviewed by Audit Committee and a statement givingdetails of all related party transactions are placed before the Audit Committee and theBoard for review on a quarterly basis. The Company has made necessary modifications to thesaid policy in line with the amendments introduced by the SEBI (Listing Obligations andDisclosure Requirements) (Sixth Amendment) Regulations 2021.

The details of the related party transactions as per Indian Accounting Standards (IndAS) - 24 are set out in Note No. 41 to the Standalone Financial Statements of the Company.

ANNUAL RETURN

The Companies (Management and Administration) Amendment Rules 2020 has done away therequirement of attaching extract of Annual Return in Form MGT-9 to Board's Report. Theannual

return in Form MGT-7 as required under Section 92(3) of the Companies Act 2013 readwith Rule 12 of the Companies (Management and Administration) Rules 2014 is available onthe website of the Company at https://atulauto.co.in/subsidiaries- reports.aspx

EMPLOYEE AND RELATED DISCLOSURES

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force).

Details of employee as per Rule 5(2) & 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are available at the Registered Officeof the Company during working hours 21 days before the Annual General Meeting and shallbe made available to any Shareholder on request. Such details are also available on yourCompany's website https://atulauto.co.in/subsidiaries-reports.aspx

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to this report as Annexure [C].

CORPORATE SOCIAL RESPONSIBILITY

Your Company has always laid emphasis on progress with social commitment. We believestrongly in our core values of empowerment and betterment of not only the employees butalso our communities. Following this principle the Company had laid the foundation of acomprehensive approach towards promoting and facilitating various aspects of oursurrounding communities. The Company has undertaken projects in the area of PromotingEducation Promoting Health Care Promotion to Culture/ Art Women EmpowermentEradicating Hunger and Poverty Disaster Management etc. These projects are in accordancewith Schedule VII of the Companies Act 2013 and the Company's CSR policy. The Report onCSR activities which is reviewed by CSR committee at its meeting held on May 27 2022 asrequired under the Companies (Corporate Social Responsibility Policy) Rules 2014 isannexed as Annexure [D] and forms an integral part of this Report.

The Board of directors at its meeting held on May 27 2022 dissolved the CSR Committeewith immediate effect in compliance with section 135 of the Companies Act 2013.

The Board has approved a policy for Corporate Social Responsibility and same has beenuploaded on the website at https://atulauto.co.in/corporate-governance-reports.aspx.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy as part of vigil mechanism to provideappropriate avenues to the Directors and employees to bring to the attention of themanagement any issue which is perceived to be in violation of or in conflict with theInternal Rules/ Code of Conduct of the Company. The details of the same have beendescribed in more depth in Corporate Governance Report.

The Company has established system for reporting investigation and suitable action inline with the whistle blower policy. The whistle blower Policy is also available onCompany's website at weblink https://atulauto.co.in/corporate-governance- reports.aspx.

CREDIT RATING

CRISIL Limited the Credit Rating Agency has assigned CRISIL BBB+/ Negative(Downgraded from CRISIL A-/ Stable) to long term bank facilities and CRISIL A2 (Downgradedfrom CRISIL A1) to short term bank facilities of the Company vide its letter dated May 052022.

The rating action reflects the moderation in the Company's business profile with slowerrecovery in demand for three wheels amidst pandemic situation. Over the last couple ofyears three wheeler industry has been worst affected automobile segment and AAL's totalreliance on the segment has translated into sharply reduced scale and operating losses.The Company's volume recovery to pre-covid levels may take a couple of years and restrainthe business profile over medium term. However the credit profile is supported by healthycapital structure with estimated net worth around '270 Crore and gearing around 0.3 timesMarch 31 2022. AAL's liquidity is supported by healthy cushion in bank limits controlledworking capital cycle and ongoing term loan moratorium period.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The particulars of conservation of energy research and development technologyabsorption and foreign exchange earnings and outgo in terms of Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 for the year endedMarch 312022 are annexed to this report as Annexure [E].

RISK MANAGEMENT

Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks help in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board of Directors.

The Company has Risk Management Committee with the following Members as on March312022:

Mahendra J Patel Member
Neeraj J Chandra Member
Vijay K Kedia Member
Jaichander Swaminathan Member

Some of the risks that the Company is exposed to are: Financial Risk Commodity PriceRisk Regulatory Risk Human Resource Risk Strategic Risk Pandemic Risk etc.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval given on April 10 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India (ICSI)the Secretarial Standards on Meetings of the Board of Directors (SS-1) and GeneralMeetings (SS-2) came into effect from July 1 2015. The Company is in compliance with thesame.

INDIAN ACCOUNTING STANDARDS

The Company adopted Indian Accounting Standards (Ind AS) from April 1 2017.Accordingly the financial statements have been prepared in compliance with Ind AS as perthe Companies (Indian Accounting Standards) Rules 2015 as amended and notified undersection 133 of the Act and other relevant provisions of the Act. In the preparation offinancial statements no treatment which is different from that prescribed in anAccounting Standard has been followed.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with applicable provisions of the Companies Act 2013 read with theInvestor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules2016 ("IEPF Rules") all unclaimed dividends are required to be transferred bythe Company to IEPF after completion of seven (7) years. Further according to IEPFRules the shares on which dividend has not been claimed by the shareholders for seven (7)consecutive years or more shall be transferred to the demat account of the IEPF Authority.The details relating to amount of dividend transferred to IEPF is provided in the GeneralShareholders Information section of this Annual Report.

OTHER DISCLOSURES

Few statutory disclosures the Company is required to do are as under:

• The paid up equity share capital as at March 312022 stood at '1097 Lacs. Duringthe year under review the Company has not issued shares with differential voting rightsnor has granted any stock options or sweat equity. As on March 31 2022 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.

• The Board of Director of the Company does not propose any amount for transfer tothe reserve for the financial year ended March 312022.

• During the year under review your Company has not accepted any deposit withinthe meaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).

• The Company has not paid any commission to any of its Directors and henceprovision of disclosure of commission paid to any Director as mentioned in Section 197(14)is not applicable.

• The Managing Director of the Company has not received any remuneration orcommission from any of Company's subsidiaries;

• There has been no instance of any revision in the Board's Report or thefinancial statement under Section 131(1) of the Act.

• During the year under review there were no complaints/ cases filed/ pending/disposed-off pursuant to the Sexual

Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andthe Company has complied with the provisions relating to constitution of InternalComplaints Committee and other provisions under the said Act.

• No application made or any proceeding is pending under the Insolvency andBankruptcy Code 2016 during the financial year ended March 312022.

• 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.

• There have been no material changes/ commitments affecting the financialposition of the company which have occurred between end of the financial year of thecompany to which the financial statements relate and the date of the report. There hasbeen no changes in the nature of the business of the Company.

• All the recommendations made by the Audit Committee were accepted by the Boardof Directors.

• The Company does not have any scheme or provision of money for purchase of itsown shares by employees/ Directors or by trustees for benefit of employees/ Directors.

• The Dividend Distribution Policy is uploaded onhttps://atulauto.co.in/upload/investor- relation/attachment/140/aal_dividend-distribution-policy_august-2021.pdf

APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year.

Your Directors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.

For and on behalf of the Board of

Atul Auto Limited

(Jayantibhai J Chandra)

Chairman and Managing Director

[DIN: 00057722]

Shapar (Dist. Rajkot)

August 13 2022.

.