AUTOMOBILE PRODUCTS OF INDIA, LTD. OBJECTS & ACTIVITIES Manufacture and sales of Lambretta scooters and light trucks, Borg & Beck and other clutch assemblies, Lockheed, Fiat and Ate hydraulic brakes and API brake lining. OPERATIONS In 1982, total sales at Rs 31.60 crores continued to show an upward trend. Operating margins were under severe pressure due to recession in demand and substantial increase in costs. Plant were in hand for increasing the production of 3-wheelers to 1,000 nos. per month to achieve economies of sclae and for re-styling the scooters (with a low gestation period). At Aurangabad, the Company developed the manufacture of diaphragm spring clutch with the assistance of its collaborators. In 1983, the turnover decreased by 9.19% to Rs 28.70 crores due to recession in scooters, automobile components and disturbed industrial relations both at Bhandup and Aurangabad plant during August and September 1983. In Aurangabad, the development of tandam master cylinders and circlip wheel cylinders was completed and commercial production was expected in the second half of 1984. During 1984, the turnover increased to Rs 31 crores but the operations resulted in losses. This was mainly on account of go-slow by workmen from January to May 1984 and substantial rise in input and transportation costs. The Company changed the product-mix at Bhandup, by increasing the production of 3 wheelers. During 1985, the working improved and sales increased by 20% to Rs 39.29 crores. A new model scooter 'Lamby Polo 150' was launched in the latter half of the year. The Company proposed to introduce a new model 3 wheeler. In 1986, turnover declined to Rs 28.34 crores due to competition and recession in the automobile industry. Further, suspension of work in the Aurangabad factory followed by a lock-out from 12th November, 1986, aggravated the situation. To sustain the growth in the 3-wheeler market, the Company made all efforts to increases its exports and also improve upon the availability of 3-wheelers particularrly of load carriers. The Company proposed to launch rear engine version of 3-wheelers in the latter half of 1988. Also, strategies were formulated to stabilise sales of Lamby Polo 150 both at home as well as in the exports' markets. Dies for Maruti clutch were developed and the Company commenced its supplies to Maruti Udyog Ltd. During 1987, turnover declined only marginally to Rs. 27.11 crores despite a 11 months lock-out in the Aurangabad plant. The unit recommenced the operations from 10th December, 1987. Exports improved substantially to Rs 0.80 crores. An additional unit was set up at Madras for the manufacture of clutch and brake parts. The Aurangabad division developed a diaphragm type clutch and complete brake and clutch hydraulic system for Bajaj Tempo Ltd. The Company's R&D division undertook both modifications of 3-wheelers to suit specific conditions of export markets, and development of special load carriers. During 1988-89 (15 months), turnover at Rs 41.67 crores registered an increase of 23% when compared on an annualised basis with the previous year. Exports amounted to Rs 0.33 crores and the Company registered satisfactory profits. The performance of the units started at Madras in January 1988 was also reported to be good. During the period the Company received from the collaborators, complete technical information and designs for their recently developed high-tech fuel efficient engines. During the year, the Company's R&D unit developed different versions of load carriers and also tandam master cylinder for Bajaj Tempo Ltd., and for Ambassador cars. In addition, productionised clutch driven plate for Maruti van and diaphragm clutch for Matador of Bajaj Tempo Ltd., were also developed. During 1989-90, turnover declined to Rs 31.17 crores and the overall working resulted in losses. This was attributed to decline in sales of 3-wheelers and paucity of workingcapital. The Company's R&D unit developed hydraulic braking system for its 3-wheelers. Further, hand starters were introduced in the place of pedal starter. In addition, the unit also developed 7 seater 3-wheeler and prototype of clutchbrake for 118 NE of Premier Automobiles. In 1990-91, though turnover rose to Rs 33.45 crores, the operations resulted in increased losses. The reserach and develpment wing of the Company developed Maruti Van diaphragm clutch cover assembly, Nissan Hydraulic clutch actuation system, Shaktiman Draglink and Escorts crane hydraulic brake system.During 1991-92, turnover declined to Rs 29.12 crores due to various operational constraints and severe financial crunch. Both vehicle and ancillairies divisions operated very much below the breakeven level. The Company's R&D unit developed a rear engine version of its 3-wheeler front diesel engine version, six seater version for its 3-wheeler for passengers application. Also a diesel version for load carrier application was being developed. FOREIGN COLLABORATION During 1987, the Company entered into a technical collaboration with Yamaha Motor Co. Ltd., Japan for technological upgradation of 3-wheeler engines. LAMBRETTA DIVISION The Company produces Lambretta Scooters under a licence from M/s. Innocenti S.G. Milano. Italy. The technical collaboration agreement between the Company and M/s Innocent S.G., expired on 22nd November, 1985. Afresh agreement extending the period upto 1970 and incorporating additional reduction in the rates of royalty was entered into. In 1969-70, the Company made arrangements to retain the collaboration on the basis of a fixed retainer fee and greater export rights. As a result of an in-depth study for the proposal of re- styling of scooters, the Company indigenously developed an improved version of the exisiting scooters with fuel efficiency. CLUTCH DIVISION The Company regularly supplies clutches as original equipment for Standard Herald cars. Hindustan Ambassador, Tata-mercedees-Benz trucks, Fiat cars and Comet trucks of Ashok Leyland (driven plate only). AURANGABAD UNIT The collaboration agreement with Automotive Products Co. Ltd., England, for clutches and brakes expired on 21st September, 1970. The Company entered into a fresh collaboration agreement for 5 yearswith them for the manufacture of Borg & back clutches and Lockheed hydraulic brakes on revised terms and conditions, viz., payment of an annual lumpsum fee of Rs 90,000 each for clutches and brakes which was approved by Government. A similar agreement was executed with Fichtel & Sachs A.G., of West Germany in November 1972 for the manufacture of F & S clutches for a period of 5 years from 1st January, 1972, the annual lumpsum fee in this respect being Rs 45,000 gross. The Company also produces brake linings under a licence from Firestone Tire & Rubber Company Akron, U.S.A. The royalty payable to Firestone was reduced during 1961-62. In 1965-66, Government permitted further renewal of the agreement for a period of 5 years upto 1971. In 1966-67, the fresh collaboration agreement with Firestone Tirs & Rubber Company, Akron, U.S.A. was finalised. The fresh agreement provided for reduced royalty rates and export rights. NEW PROJECT The Company applied for an industrial licence for the manufacture of mopeda in a backward area in Tamil Nadu. AMALGAMATION Hind Auto Industries Ltd. (HAIL), which was manufacturing automobile components like tie rod ends in collaboration with a German firm, was amalgamated with the Company with effect from 1st April, 1968. RESEARCH & DEVELOPMENT During 1988-89 (15 months), the unit developed different versions of load carriers and these were well received in the market. Also, tandem master cylinder for Bajaj Tempo Ltd., and for Ambassador cars were developed. In addition productionised clutch driven plate for Maruti van and diaphragm clutch for Matador of Bajaj Tempo Ltd., were also developed. FINANCE In 1977-78, a total soft loan of Rs. 165 lakhs was approved on a consortium basis by ICICI, IDBI and State Bank of India. The loan comprised of Rs. 60 lakhs for replacement of old machinery, Rs 80 lakhs for rehabilitation and Rs 25 lakhs as additional cash credit facilities. The Company proposed a modernisation scheme for replacement of equipment and machinery in 1983. During 1984, SBI gave a term loan of Rs. 50 lakhs. During 1985, IDBI sanctioned a term loan of Rs 4.80 crores of which Rs 3.20 crores was for modernisation and Rs 1.60 crores for rehabilitation. SBI also sanctioned a term loan of Rs 2 crores for rehabilitation. APPLICABILITY OF SICK INDUSTRIES ACT With the orosion of net worth, the Sick Industrial Companies (Sp. Provisions) Act, 1985 became applicable to the Company and came into force from 10th May, 1987. During 1988-89 (15 months), the Company made a referance to the Board for Industrial and Financial Reconstruction. IDBI was appointed as the lead financial institution for processing the revival package submitted by the Company. During 1989-90, the action plan developed by IDBI provided for improving the segment for load carriers in the domestic market, launching RE - 3-wheelers and taking production and sales beyond break-even level. NEW EQUITY ISSUE The Company proposed to issue 7,00,000 equity shares of Rs. 10 each to 48 existing shareholders who had responded to the offer and to its business associates. GENERAL As on 31st March, 1992, a total amount of Rs 732.29 lakhs was outstanding against loans from financial institution. REDEMPTION OF PREFERENCE SHARES First preference shares are redeemable at any time after 31st July, 1979, on giving six months' notice Second preference shares are redeemable at any time at six months notice. The Company was contemplating conversion of the 1st and 2nd preference shares into 15% secured non-convertible debentures. The 3rd preference shares amounting to Rs 7 lakhs, held by New India Assurance Co. Ltd., were due for redemption on 31st December, 1978. Due to the losses incurred by the Company, with the consent of the New India Assurance Co. Ltd., the redemption date was extended and the rate of dividend was enhanced from 9.3% to 11% per annum. These preference shares were then redeemable in three equal instalments from 31st December, 1981. Subsequently, the rate of dividend on these 7,000 - 11% preference shares was increased from 11% to 13.5% with effect from 1st January, 1982 and the date of redemption extended. These preference shares are now redeemable along with the arrears of preference dividends in three equal instalments on 31st December, 1984, 31st December, 1985 and 31st December, 1986, respectively. The 4th prefence shares amounting to Rs 5 lakhs were due for redemption on 31st August, 1979. Due to losses incurred by the Company in the previous years and the need to retain the capital, the Company postponed the redemption by 5 years with the consent of the concerned shareholders and the rate of dividend was increased from 9.3% to 11%. These preference shares were then redeemable in three equal instalments from 31st August, 1982 together with the arrears of dividend. With effect from 1st September, 1982, the rate of preference dividend was raised to 13.5% and the redemption date extended. These preference shares are now redeemable including the arrears of preference dividend in three instalments on 31st August, 1985, 31st August, 1986 and 31st August, 1987, respectively. Because of the inadequacy of profits, the Company proposed to extend the due dates of redemption of the 3rd and 4th preference shares for a further periof of three years and to raise their rate of dividend to 15% per annum. Due to objections raised by the State Bank of India and the Company's bankers, the implementation of these proposals was deferred till the objections were resolved. During the year ended 31st March, 1992 the Company's preference share capital comprising first, second, third and fourth series could not be redeemed due to inadequacy of profits. Preference dividend amounting to Rs 42,67,950 were in arrears for the period from 1st January, 1983 to 31st March, 1992.