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Autoline Industries Ltd.

BSE: 532797 Sector: Auto
NSE: AUTOIND ISIN Code: INE718H01014
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NSE 00:00 | 05 Dec 86.75 -0.95
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OPEN 87.00
PREVIOUS CLOSE 87.75
VOLUME 7561
52-Week high 125.50
52-Week low 48.15
P/E 40.58
Mkt Cap.(Rs cr) 338
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 87.00
CLOSE 87.75
VOLUME 7561
52-Week high 125.50
52-Week low 48.15
P/E 40.58
Mkt Cap.(Rs cr) 338
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Autoline Industries Ltd. (AUTOIND) - Director Report

Company director report

Dear Members

Your Directors are pleased to present 25th Directors' Report on the businessand operations of your Company together with the Audited Financial Statements for the yearended March 312021.

FINANCIAL RESULTS

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

(Rs.In Lakhs except EPS data)

Particulars Standalone Consolidated
31.03.2021 31.03.2020 31.03.2021 31.03.2020
Revenue from operations 28414.44 31623.65 28469.48 31627.21
Earnings before Interest Financial Charges Depreciation Tax & Amortization - (EBIDTA) 1123.97 (949.58) 1026.36 (1008.27)
Less: Finance Cost 3186.13 3124.04 3196.98 3132.79
Less: Depreciation & amortization expenses 2043.42 2095.14 2043.42 2095.14
Add: Exceptional items 544.46 (367.53) 26.52 (367.53)
Profit Before Tax (3561.12) (6536.29) (4187.52) (6603.73)
Tax Expense 0.00 0.00 0.00 0.00
Profit After Tax (PAT) (3561.12) (6536.29) (4187.52) (6603.73)
Other Comprehensive Income (14.60) (8.13) (9.57) (10.30)
Profit Attributable to group (3575.72) (6544.41) (4197.09) (6614.03)
Earnings per Share (Basic) (in Rs) (12.32) (24.18) (14.48) (24.43)
Earnings per Share (Diluted) (in Rs) (12.32) (24.18) (14.48) (24.43)

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to general reserve on account ofincurrence of loss during the year under review.

DIVIDEND

In view of loss incurred during the year the Board of Directors do not recommenddividend for the financial year 2020-21. No dividend was declared in the previous year.

STATE OF THE COMPANY'S AFFAIRS AND BUSINESS OVERVIEW

During the year under review revenue from operations (on standalone basis) excludingother income dropped by 10% to Rs.28414 Lakhs as compared to previous year primarily theoutbreak of Covid-19 pandemic caused economic and social disruptions and impacted thedemand of the products adversely. However on account of various cost reduction measuresinitiated by the Company including optimization of Raw materials and manpower cost andwith the support of its customers the Company managed to register positive EBITDA of 3.3%as compared to negative EBITDA in the previous year. The Company could manage to containthe loss during the year under review to Rs.4106 Lakhs (before exceptional items) asagainst the previous year's loss of Rs.6169 lakhs.

The start of Financial Year 2020-21 witnessed the Novel Corona Virus (Covid-19)outbreak which initially disrupted China and then spread throughout the world making itas a Health Emergency. Several countries announced lockdowns resulting in an economiccollapse. Virus outbreak disrupted manufacturing supply chains and sharply curtailedenergy and commodity demand. The market strain is being seen in ways that did not evenmanifest during the global financial crisis of 2008. The entire macroeconomic parametershave changed and it poses challenges in predicting the impact across nations. Theoutbreak of Covid-19 in India started in the month of March 2020 and the GOI swiftlydeclared unprecedented nationwide lockdown to contain the Virus and build medicalinfrastructure. Indeed FY 2020-21 was one of the toughest year the Automobile Industryhave ever witnessed. The liquidity position of OEM's and Auto manufacturers was alreadystretched due to the investments made for transition from BS-IV to BS-VI subdued demandpost NBFC crisis in 2019 coupled with lack of a clarity on policy for electric vehiclesand slow-down in key export markets; and the Covid-19 impact added to the misery to theentire sector.

With a view to keep everyone safe your Company complied with the orders of theGovernment on lockdown resulting in halting production at all the manufacturing units.This led to a 10% decrease in standalone revenue from operations during the year underreview. However the auto-sector witnessed growth in the last quarter which your companytook full advantage of resulting in improved performance in Quarter 4 of the year underreview compared to Q4 of FY 2019-20 and the Company achieved a positive EBITDA of 8.6% inquarter 4. The Company registered a net profit of Rs.178 Lakhs in Quarter 4 of FY 2020-21on account of exceptional gain of Rs.544 Lakhs booked on the sale of its two propertiessituated at Pune.

Your Company undertook various initiatives such as consolidation of manufacturingfacilities augmenting funds to manage liquidity requirements debt reduction expandcustomer base and cost rationalization measures to tide over the sectorial downturn andachieve growth in the coming years. The efforts made in those directions during the yearunder review and till the date of signing of this report are briefed as under;

CONVERSION OF DEBT INTO EQUITY AND NEW CREDIT FACILITY

Your Company successfully converted secured loan of Rs.10 Crores belonging to JMFinancial Asset Reconstruction Company Limited ("JMFARC") into equity shares ofthe Company by allotting 2702702 equity shares at a price of Rs.37/- each on November10 2020. Further to the Restructuring scheme sanctioned by JMFARC the Company has issuedand allotted 2142857 Optionally Convertible Debentures ("OCD") carrying 9%interest to JMFARC on November 10 2020 by converting its secured loan uptoRs.150000000 (Rupees Fifteen Crores only) and fixed conversion price of Rs.70/- foreach converted equity shares if option is exercised by JMFARC. The Company by thisprocess has substantially reduced the debt burden owed to JMFARC and implemented debtrestructuring scheme to strengthen the cash flow for working capital requirements.

Consequent to the conversion of debt into Equity the paid- up share capital of theCompany stands increased from Rs.282604620 comprising of 28260462 Equity Shares ofRs.10/- each to Rs.309631640 comprising of 30963164 Equity Shares of Rs.10/- eachfully paid up resulting in overall improvement in the Net Worth of your Company.

As reported in Annual report 2019-20 the Company had secured fresh term loan of Rs.30Crores from Tata Motors Finance Solutions Limited ("TMFSL") to support theliquidity shortfall in the wake of the disruption caused by the Pandemic and TMFSL hasdisbursed the fund to the Company on September 23 2020 and utilized for the workingcapital and general corporate purposes as identified by the Board.

TECHNOLOGY TIE-UPS & NEW VENTURES

Your company is utilizing its own capabilities and existing capacities to manufactureE-Cycles with the support of Autoline Design Software Limited (ADSL) a wholly ownedsubsidiary in design and development. As informed in the 24th Annual Reportthe Company had entered into an agreement with Kinetic Green and Power Solutions Limited("Kinetic") for joint development and nationwide marketing of E-cycles. Thisarrangement with Kinetic has been terminated as the Company found a better alternative fornationwide marketing and selling the E-cycles and other range of E-products under theElectric Mobility Segment of Autoline Industries Limited. The Company is also indiscussion with OEMs and other partners for marketing selling and distribution of suchProducts through their retail channels including dealers and distributors across India.

*In picture is the "E-speed" E-cycle model fully designed developed andmanufactured by Autoline Design Software Limited in association with Autoline IndustriesLimited at its E-12-17(7) Bhosari Pune manufacturing facility.

With a view to diversify into non-auto business your Company has newly set up a Jointventure in the form of Limited Liability Partnership (LLP) named Autoline Locomotive PartsLLP to supply the products intended to the railway project/work including railwayinfrastructure. The partner to the JV is currently executing business with Indian railwaysand other parties for railway components. This will facilitate the Company to venture intohighly potential business with Indian Railways and other private players by utilizingexisting infrastructure and thereby to reduce over-dependency on auto sector. The JV willcommence its business activities in the year 2021-22.

CONSOLIDATION OF FACILITIES

The Company has disposed-off its two properties as given below during the year 2020-21and reduced number of locations to 6 to operate more efficiently and economically. YourCompany has been working on consolidation of business and monetization of surplus assetsduring the last few years with a view to harmonize production reduce costs and to improveefficiency.

Accordingly the Company disposed- off its property situated at Gat No. 613 MahalungePune admeasuring about 11387 sq. mtr. land area during the year under review and themanufacturing facility situated on said property has been consolidated to its Chakan Unit-I in Pune. Further the vacant land admeasuring 658 sq. mtr. situated at Gat No. 712Kudalwadi Pune along with construction thereon has been sold. The Company repaid theoutstanding debt of Axis Bank Ltd. by utilizing part of the sale proceeds. Consequentlythe Company's total debt exposure has been reduced.

RAISING OF FUNDS THROUGH PREFERENTIAL ALLOTMENT

The outbreak of pandemic caused many challenges for the economy and the people ingeneral during the year 202021 the Automobile sector is one of the major affected sectorin terms of demand and liquidity. Your company's revenue declined by 10% against theprevious year which resulted difficulties in servicing the loan facilities while managingoperational cash flow. To address these challenges the Board of Directors at its meetingheld on March 16 2021 approved raising of equity funds to the tune of Rs.32.50 Crores byway of issuance of 7000000 Equity Shares at a price of Rs.40/- each and 1000000Warrants at a price of Rs.45/- each. The Company has received its shareholders and otherrequired approvals for issuance of aforesaid securities on preferential basis. The Boardin its meeting held on June 2 and 3 2021 allotted 7000000 equity shares at a price ofRs.40/- each upon receipt of full subscription amount to the Promoters and PublicInvestors and allotted 1000000 Warrants to the Promoters at a price of Rs.45/- each uponreceipt of 25% upfront amount the remaining 75% of the issue price of warrants shall bepayable by the warrant holders on or before the exercise of the entitlement attached towarrants to subscribe for equity shares.

The funds raised through this Preferential Issue were utilized for repayment of loansworking capital requirements and other general corporate purposes. The issue of securitiesstrengthens the net worth of the Company. Consequent to the issuance of new securitiesthe paid-up share capital of the Company stands increased from 309631640 comprising of30963164 Equity Shares of Rs.10/- each to 379631640 comprising of 37963164Equity Shares of Rs.10/- each fully paid.

DEBT REDUCTION AND CASH FLOWS

Your company's strive towards the reduction of financial indebtedness turned into areality with a reduction of around Rs.30 Crores in the previous 12 months. The debt isreduced by conversion of loan of Rs.10 Crores of JMFARC repayment of entire outstandingcredit facilities of Axis Bank Ltd. by disposing of surplus assets and repayment of partoutstanding amount of term loan availed from Bank of Baroda by utilizing proceeds raisedthrough preferential issue of equity shares. Further the Company also converted term loanof Rs.15 Crores of JMFARC into Optionally Convertible Debentures on November 10 2020 andthe conversion is due before 18 months from the allotment date. Once the conversion rightis exercised by JMFARC the debt upto Rs.15 Cr. will get further reduced.

BUSINESS STRATEGIES

The Indian Auto Components Industry continues to face adverse headwinds to maintainvolumes and margins. While the sector was recovering from the first Covid-19 wave in FY2020-21 the second wave of the Virus also disrupted the first quarter of FY 2021-22.Manufacturing facilities were closed for certain amount of time due to the restrictionsimposed by the State Government. Your Company was no exception and has been impactedseverely during the year under review. Your company is adopting following strategies toovercome the adverse performance:

Product diversification is used by businesses to help them expand into markets.Underutilization of capacity and shortage of working capital are the prime constraints inachieving the turnaround of the Company. The Company is constantly working with the OEM'sand other non-auto players for new business by demonstrating its capabilities such asavailable infrastructure in-house design and tooling center experience work force andmore than 20 years strong market presence. The management is confident to add morebusiness from long associated customers and join hands with new customers.

Customer diversification is a key component of the growth strategy and to reduce theover dependency only on few major customers and accordingly the management is strivinghard with their business development initiatives. To achieve the customer diversificationthe Company invests funds time to time to fulfil the needs of capex requirements and addsthe machines and ancillary equipment for business development and cost reduction. With thesupport of planned investment in Laser cutting Machine your Company is targetingcustomers in highly potential sectors such as Indian Railways Defense Off Road vehiclemanufactures agriculture equipment manufacturer etc. We expect the results of theseinitiatives from FY 2022-23 as the year under review and the current year faced headwinds.

Debt reduction and improving liquidity the Company is working to reduce its debts byunlocking values from noncore assets and restructuring the debts of the lenders. Duringthe year under review your Company has reduced the debt substantially and continue itsstrive to reduce debt further. The Company is continuously exploring the means to supportits fund requirements and operations. The preferential allotment of shares and warrantshelped to augment fresh funds in the Company. Further the Company is focusing onconsolidation divesting non-core assets and reducing finance costs; thereby increasingthe cash flows and eliminating the crunch.

Unlocking the wealth of Subsidiary Companies Autoline Industrial Parks Ltd. asubsidiary of your Company had entered into an Agreement with Poddar Habitat Pvt. Ltd. aMumbai based developer to develop the residential project on its land admeasuring around104 acres however the transaction could not proceed and the said agreement has beencancelled by both the parties mutually on December 21 2020.

The Company is exploring other potential options to monetize the aforesaid land beingsurrounded by Auto cluster engineering and other industries the Company is in discussionwith developers/investors for development of Logistics Park/warehousing project on theland parcel of approx. 100 acres. Your Board is confident that monetization of land wouldbe one of the key resources to turnaround the Company and making the Company debt free.

Expecting a huge business growth in engineering and design service sector your Companyis working to unlock the growth of its wholly owned subsidiary Autoline Design SoftwareLtd. engaged in the business of design and development.

Further details on opportunity challenges risks and concern etc. are given inManagement Discussion and Analysis Report forming part of the Director's Report.

MANAGEMENT DISCUSSION & ANALYSIS:

As stipulated under the provisions of Regulation 34 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 Management Discussion & Analysis formsan integral part of this Report World Economy Overview

The world economy has witnessed a historically deep recession in the year 2020. Thepandemic is expected to dampen potential growth in many economies especially those thatsuffered most from extended outbreaks of COVID-19. Subsequent to the second waves ofPandemic the impact of the virus and associated lockdown measures on economic activityappears to be diminishing in most countries. The global economy is indicating the sign ofrecovery and the global forecast has been upgraded as a result of the diminishing economicimpact of subsequent waves of COVID-19 faster-than-expected pace of vaccination in manyadvanced economies and additional fiscal relief/sector wise relief in the developedeconomies and emerging market. The global economy is projected to grow 5.6 percent in 2021and 4.7 percent in 2022 (World Bank Report). Prospects for emerging market and developingeconomies have been marked down for 2021 especially for Emerging Asia. By contrast theforecast for advanced economies is revised up. These revisions reflect pandemicdevelopments and changes in policy support. The 0.5 percentage-point upgrade for 2022derives largely from the forecast upgrade for advanced economies particularly the UnitedStates reflecting the anticipated legislation of additional fiscal support in the secondhalf of 2021 and improved health metrics more broadly across the group. However given theunprecedented nature of the pandemic prospects for the global economy are uncertain andseveral growth outcomes are possible. New variants of COVID-19 could extend the durationof the pandemic and a sudden rise in interest rates or an increase in corporate defaultscould trigger financial stress resulting in weaker- than-expected activity. Converselyglobal growth including emerging market and developing economies could be more robust ifthe virus is controlled more quickly or if spillovers from rapid growth in major economiescatalyze a sustained broad-based global rebound. Among advanced economies the UnitedStates and Korea are expected to surpass its pre- COVID GDP level this year while manyothers in the group will return to their pre-COVID levels only in 2022. Similarly amongemerging market and developing economies China had already returned to pre-COVID GDPwhereas many others are not expected to do so until well into 2023. Most commodity pricesrebounded in the second half of FY 202021. However the pickup in oil prices lagged thebroader recovery in commodity prices due to the prolonged impact of the pandemic on globaloil demand. Oil demand fell 9% last year the steepest one-year decline on record becauseof pandemic-control measures and the associated plunge in global demand which was partlyoffset by historically large production cuts among OPEC+ (Organization of the PetroleumExporting Countries) as well as Russia and other non-OPEC oil exporters.

The year 2020 was dominated by the COVID-19 pandemic and the ensuing global economicdownturn the most severe one since the Global Financial Crisis. The lockdowns and socialdistancing norms brought the already slowing global economy to a standstill. In view ofthis Governments and central banks across the world deployed a range of policy tools tosupport their economies such as lowering key policy rates quantitative easing measuresloan guarantees cash transfers and fiscal stimulus measures to minimize the economicimpact of Pandemic.

INDIAN ECONOMY OVERVIEW

The economic impact of the pandemic and recovery rate is worse in Emerging Market andDeveloping Economies than in Advanced Economies. Along with the direct health impactincluding lockdowns as in advanced countries the developing economies have lost majorsources of foreign exchange/earnings and obstacle in vaccination drive increased numberof Covid-19 cases in second wave limited fiscal support besides confronting withexistential societal and economic challenges made the recovery slower in emerging marketand developing economies. In many emerging market and developing economies growthforecasts have been downgraded and output is projected to remain well below pre-pandemictrends weighed down by the effects of the pandemic.

India's GDP growth crashed by 24.4% in April-June 2020 which was the worst quarterlyslump ever. July-September 2020 also posted a negative GDP growth of 7.3%. Then thingsslowly began to look up. For October-December 2020 GDP growth swung into the positivezone tiny at 0.4% versus same quarter in the previous year but positive nevertheless. Inthe January-March quarter of 2020-21 GDP grew 1.6% signaling a sharp recovery. For thefull year however it contracted 7.3% lower than the estimated 8% earlier.

India's GDP growth chart

The 7.3% contraction was the sharpest in nearly four- decades as the Covid-inducedlockdown hurt the economy. The recovery in the second half of 2020-21 was sharp. In factIndia was among the few leading global economies that witnessed positive year-on-yeargrowth in the six months of October'20 -March'21. The recovery of foreign directinvestment (FDI) flows to Emerging Market and Developing Economies is largely attributableto investors' optimism about prospects in China and India which includes a few largeforeign acquisitions in India.

Overall Outlook and Recovery

The Covid-19 pandemic has significantly weakened the country's growth prospects for theyear and exposed the challenges associated with a high public-debt burden. TheGovernment's both the Center as well as the State had initiated several measures tocontain the impact of the pandemic on the poor industry and economy as a whole. FinancialStimulus of Rs.20000 Crores was announced by the Center with a view to grant interimrelief. State Governments also brought in free meals and hospitalization covers for theneedy.

Following the severe pandemic and devastating impact on the entire economy theInternational Monetary Fund on July 27 2021 cut India's gross domestic product (GDP)growth forecast to 9.5 percent for fiscal year 2021-22 from the previous forecast of 12.5percent citing the hit on economic activity and demand due to the deadly 'second wave' ofthe COVID-19 pandemic. The Reserve Bank of the Country now estimates GDP growth at 9.5%for 2021-22 lowering it from its earlier estimate of 10.5%.

Speaking about the positive things India has three vaccines in the market with somemore in the pipeline. India takes pride in having the world's largest vaccinationprogramme and over 54 crore people have already taken the COVID-19 vaccines till the midof August 2021. Considering all the vaccinations being done the fiscal support extendedby the government and various other measures being implemented to boost the economy it issure that the Indian economy will recover in fast pace than projected and the normalcywill restore soon.

Indian Auto and Auto Component Industry

India's automobile industry is the world's fourth largest. India was the world's fourthlargest manufacturer of cars and seventh largest manufacturer of commercial vehicles in2019. Indian automotive industry (including component manufacturing) is expected to reachbetween Rs.16.16- 18.18 trillion (US$ 251.4-282.8 billion) by 2026. Indian automobileindustry (Includes automobiles and auto components) received Foreign Direct Investment(FDI) worth US$ 25.39 billion between April 2000 and December 2020.

The Indian auto-components industry has experienced healthy growth over the last fewyears. The auto-components industry expanded by a CAGR of 6% over FY16 to FY20 to reachUS$ 49.3 billion in FY20. The industry is expected to reach US$ 200 billion by FY26. Dueto high development prospects in all segments of the vehicle industry the auto componentsector is expected to rise by double digits in FY22.

Auto-components industry account for 2.3% of India's Gross Domestic Product (GDP) andemploys as many as 1.5 million people directly and indirectly. A stable governmentframework increased purchasing power large domestic market and an ever-increasingdevelopment in infrastructure have made India a favourable destination for investment.

Post first wave economic activity started gaining momentum as shops and showroomsopened and Auto Industry reflected a notable increase in sales as consumers sought totravel in four wheelers rather a public transport the second wave of Covid-19 outbreakfurther aggravated the market. Segment-wise automobile production trends in 2020-21:

Category 2020-21 2019-20 % Growth
Passenger vehicles 2711457 2773519 -2.24
Commercial vehicles 568559 717593 -20.77
Three-Wheelers 216197 637065 -66.06
Two-Wheelers 15119387 17416432 -13.19
Quadricycles -12 942 -101.27
Grand total 18615588 21545551

* Source: SIAM report on Automobile Industry for FY 202021

The industry produced a total 18615588 vehicles including Passenger VehiclesCommercial Vehicles Three Wheelers Two Wheelers and Quadricycles in April-March 2021 asagainst 21545551 in April-March 2020 registering a degrowth of (-) 13.60 percent overthe same period last year. Domestic Sales

The sale of Passenger Vehicles declined by (-) 2.24 percent in April-March 2021 overthe same period last year. Within the Passenger Vehicles the sales of Passenger Cars andVans declined by (-) 9.06 percent and (-) 17.62 percent respectively while sales ofUtility Vehicles increased by 12.13 percent in April-March 2021 over the same period lastyear. The overall Commercial Vehicles segment registered a degrowth of (-) 20.77 percentin April- March 2021 as compared to the same period last year. Within the CommercialVehicles Medium & Heavy Commercial Vehicles (M&HCVs) and Light CommercialVehicles (LCVs) declined by (-) 28.40 percent and (-) 17.30 percent respectively inApril-March 2021 over the same period last year.

Sale of Three Wheelers declined by (-) 66.06 percent in April- March 2021 over the sameperiod last year. Within the Three Wheelers Passenger Carrier and Goods Carrier declinedby (-).74.49 percent and (-) 26.38 percent respectively in April- March 2021 overApril-March 2020.

Two Wheelers sales registered a de-growth of (-) 13.19 percent in April-March 2021 overApril-March 2020. Within the Two Wheelers segment Scooters Motorcycles and Mopedsdeclined by (-) 19.51 percent (-) 10.65 percent and (-) 3.07 percent respectively inApril-March 2021 over April- March 2020.

Government Initiatives and achievements:

In order to boost demand in the automobile sector who has been going through a slumpduring the year under review several relief measures have been introduced or are beingworked upon.

Some of the recent initiatives taken by the Government of India to boost demand in theautomobile sector are -

• Voluntary Vehicle Scrappage Policy- Finance Minister through the Budget 2021introduced the economy to a new voluntary scrapping policy for old commercial andpassenger vehicles. This policy is announced to keep a check and eye on an old vehicle tokeep their Air pollutions level under control. Vehicle holders would have to undergo afitness test. One would only be allowed to drive after their Vehicle is declared fit forDriving. If Vehicle is declared unfit owners would have to phase out their Vehicles. Asper data available with the Federation of Automobile Dealer Association (FADA) around 37lakhs commercial and 52 lakhs private vehicles are eligible for voluntary scrappingconsidering 1990 as a base year. If this policy is executed mannerly then it willgradually and systematically phase out old unfit vehicles and will eventually generatedemand for new vehicles resulting in a boost of the Auto Mobile Industry. Further due tothis policy around 99% of recovery (metal waste) can be done with regular scrapping. Itwill bring down cost of raw material by approx 40%. It will make components less expensiveand increase our competitiveness in international market.

• Electric Vehicles Promotion Policy: The Government approved the Faster Adoptionand Manufacturing of Electric Vehicles (FAME-II scheme) with a fund requirement of '10000Crores (US$ 1.39 billion) for FY 2020-22. The Government is pushing to incentivize thepurchase of electric vehicles in India and offering various benefits/concession to thebuyers such as reduce rate of GST tax benefits of Rs.1.5 lakhs and many others are inpipeline.

Several states including Maharashtra have notified state EV policies to complement FAMEIndia Scheme and address state-specific needs. Maharashtra was one of the first states inthe country to design and notify an EV policy. Maharashtra's EV policy was released inFebruary 2018. The Policy provided fiscal and non-fiscal incentives to accelerate theadoption and manufacturing of EVs in the State.

The slow uptake of EVs and the changing policy technology and market landscape havecreated a need for the Government of Maharashtra (GoM) to revisit and update its EVPolicy in order to accelerate EV sales and stimulate manufacturing in the state. Hencethe Government of Maharashtra has launched recently "Maharashtra EV Policy-2021" which aims at making Maharashtra the top producer of BEVs in India.

The objective of the Maharashtra EV Policy are as follows -

i. To accelerate adoption of BEVs in the state so that they contribute to 10% of newvehicle registrations by 2025;

ii. In the five targeted urban agglomerations in the state achieve 25% electrificationof public transport and last-mile delivery vehicles by 2025;

iii. Convert 15% of Maharashtra State Road Transport Corporation's (MSRTC) existing busfleet to electric;

iv. Formulation of various incentive plans for electric vehicles and associatedinfrastructure;

v. From April 2022 all new government vehicles will be fully electric.

Under the policy the base incentive for electric vehicles is now similar to that oftwo-wheelers - Rs 5000 per kWh of battery capacity. The maximum incentive fortwo-wheelers three-wheelers and four-wheelers are capped at Rs 10000 Rs 30000 and Rs1.5 lakh respectively. Additionally customers can also avail early bird discount of upto one lakh on the purchase of an electric car or SUV before 31 December 2021. The demandincentives for two-wheelers range from Rs 29000 to Rs 44000 three-wheelers between Rs57000 to Rs 92000 while four-wheelers range between Rs 1.75 lakh to Rs 2.75 lakh.

• Change in Basic Customs Duty Rates of Parts of Automobile Industry - The rate ofselected auto parts has been raised in the budget 2021 from 10% to 15% which will put themanufacturers who import these materials in a disadvantageous position but on thecontrary it could promote to local Automobile components industries. On the other handcustom duty on import of steel has been reduced to 7.5%. This will help the strugglingMSME sector to bring down its cost.

• Investments in Infrastructure Projects - In the budget 2021 allocation of 1.18Lakhs crore has been announced for Ministry of Roadways transport and Highways. Thegovernment intends to carry out the building of highways of 8500 kms by March 2022. Thisstep by the government will eventually generate demand for the commercial vehicle industryand construction equipment sales. It will also eventually result in better employment fora rural and wage-earning community in the country.

• Acquisition of over 20000 Buses- It was announced in the budget that a newscheme will be launched at a whopping cost of Rs.18000 Crores to support the augmentationof public bus transport services. This will facilitate an introduction of variouspublic-private partnership (PPP) models to enable private sector players to contribute inthe financing acquire operate and maintain 20000 buses. It will boost the automobilesector provide substantial growth to the economy create employment opportunities foryouth in the automobile sector.

• FAME -In February 2019 the Government approved FAME-II scheme with a fundrequirement of Rs.10000 crore (US$ 1.39 billion) for FY20-22. The Ministry of HeavyIndustries Government of India has shortlisted 11 cities in the country for introductionof EVs in their public transport systems under the FAME (Faster Adoption and Manufacturingof Hybrid and Electric Vehicles in India) scheme. The Government will also set upincubation centre for start-ups working in the EVs space.

• The rapidly globalising world is opening newer opportunities for thetransportation industry especially while it makes a shift towards electric electronicand hybrid cars which are deemed more efficient safe and reliable mode oftransportation. Over the next decade this will lead to newer verticals and opportunitiesfor auto-component manufacturers who would need to adapt change via systematic R&D.

• Under National Automotive Testing and research and development (R&D)Infrastructure Project (NATRiP) various facilities including passive safety labscomprising of crash core facility and crash instrumentations including dummies wereestablished at ICAT-Manesar and ARAI-Pune.

• To give a fresh thrust to E-mobility in public transport Department of HeavyIndustry announced the launch of public and shared mobility based on electric powertrain.

• The Government of India's Automotive Mission Plan (AMP) 2006-2016 has come along way in ensuring growth for the sector. Indian Automobile industry is expected toachieve a turnover of US$ 300 billion by 2026 and will grow at a CAGR of 15% from itscurrent revenue of US$ 74 billion. Automotive Mission Plan (AMP) 2016-26 will help theautomotive industry to grow and will benefit Indian economy in the following ways:

> Contribution of auto industry in the country's GDP will rise to over 12%.

> Around 65 million incremental number of direct and indirect jobs will be created.

> End of life Policy will be implemented for old vehicles.

• In November 2020 the Union Cabinet approved PLI scheme in automobile and autocomponents with an approved financial outlay over a five-year period of Rs.57042 crore(US$ 8.1 billion).

• In May 2021 the Government of India approved a PLI scheme for manufacturingadvanced chemistry cell battery at an estimated outlay of Rs.18100 crore (US$ 247.3million).

• In March 2021 the government announced to offer fresh incentives to companiesmaking electric vehicles (EVs) as part of a broad auto sector scheme. The scheme isexpected to attract US$ 14 billion of investment in the next five years.

• A cumulative investment of Rs.12.5 trillion (US$ 180 billion) in vehicleproduction and charging infrastructure would be required until 2030 to meet India'selectric vehicle (EV) ambitions. This is likely to boost the demand of auto componentsfrom local manufacturers.

• To give a fresh thrust to E-mobility in public transport Department of HeavyIndustry announced the launch of public and shared mobility based on electric powertrain.

Some of the recent investments made/planned in the Indian auto components sector is asfollow:

• In January 2021 Suzuki Motor Corp. and Hyundai Motor Co. announced plans toexplore ways to make India a key global hub for sourcing components and facilitate sharprise in vehicle exports from the country.

• In January 2021 French battery system supplier Forsee Power committed to investRs.82 crore (US$ 11.18 million) in phase 1 of the India project.

• In October 2020 Japan Bank for International Cooperation (JBIC) agreed toprovide US$ 1 billion (Rs.7400 crore) to SBI (State Bank of India) for funding themanufacturing and sales business of suppliers and dealers of Japanese automobilemanufacturers as well as providing auto loans for the purchase of Japanese automobiles inIndia.

• In September 2020 off-highway tyre-maker Alliance Tire Group (ATG) owned bythe Japanese major Yokohama Group announced plans to set up its third plant in thecountry in Visakhapatnam with an investment of US$ 165 million (Rs.1240 crore). Theproposed plant will add over 20000 tonnes per annum (55 tonnes per day rubber weight)capacity to the 2.3-lakh-tonne annual production from two India plants and will becommissioned by the first quarter of 2023.

• In September 2020 Toyota Kirloskar Motors announced investments of Rs.2000+(US$ 272.81 million) aimed towards electric components and technology.

• In February 2020 National Engineering Industries Ltd (NEIL) announcedinvestment of Rs.100 crore (US$ 14.31 million) over the next three years for producingneedle roller bearing at its Jaipur facility.

• In January 2020 Tata AutoComp Systems entered a joint venture (JV) withBeijing-based Prestolite Electric to enter the electric vehicle (EV) components market.

• In October 2020 the government of Tamil Nadu signed 14 memorandum ofunderstandings (MoU) worth Rs.10055 crore (US$ 1.4 billion) that will generate 69712jobs in the state.

BUSINESS OUTLOOK:

The further emergence of the pandemic and the pace of vaccination will be the mostcrucial factor driving the outlook. The baseline assumes that progress at vaccination willhelp to effectively contain COVID-19 in advanced economies by the end of the year withmost major Emerging Market and Developing Economies (EMDEs) also making substantialprogress at reducing transmission. In many other EMDEs vaccination campaigns will beongoing throughout the forecast horizon.

Forecasts of the pace of the global recovery are subject to considerable uncertaintyespecially given the volatile nature of the pandemic. On the downside the pandemic couldprove more persistent than expected a wave of corporate bankruptcies or financial marketstress could derail the recovery and an unequal pickup in growth could exacerbate socialunrest in various parts of the world. On the upside more rapid vaccine production alongwith more equitable distribution could lead to faster-than-expected control of thepandemic; moreover the current upturn in growth currently concentrated in some majoreconomies could lead to sizable spillovers and trigger a broader and stronger globaleconomic recovery.

Faster-than-expected vaccination drive is strengthening the growth outlook. Retailsales industrial production and construction have exceeded or are approachingprepandemic levels while consumption of services remains weak. Despite a nascent reboundemployment remains well below pre-pandemic trends and below levels at a similar timeduring the recovery that followed the global financial crisis. The eventual containment ofthe pandemic is expected to unlock sizable pent-up demand as households spend their excesssavings.

The rapidly globalizing world is opening newer opportunities for the transportationindustry especially while it makes a shift towards electric electronic and hybrid carswhich are deemed more efficient safe and reliable mode of transportation. Over the nextdecade this will lead to newer verticals and opportunities for auto-componentmanufacturers who would need to adapt change via systematic R&D.

As per the Reserve Bank of India's (RBI) estimates India's real GDP growth isprojected at 9.5% in FY22; this includes 18.5% increase in the first quarter of FY22; 7.9%growth in the second quarter of FY22; 7.2% rise in the third quarter of FY22 and 6.6%growth in the fourth quarter of FY22.

As per ACMA forecasts automobile component export from India is expected to reach US$80 billion by 2026. With shift in global supply chains the Indian global automotivecomponent trade is likely to expand at 4-5% by 2026. In December 2020 Power PSU JV EESLannounced plan to install 500 electric vehicle (EV) charging stations in the country infiscal 2020-21. The Indian auto-components industry is set to become the third largest inthe world by 2025. Indian auto-component makers are well positioned to benefit from theglobalization of the sector as export potential could be increased by up to US$ 30 billionby 2021E.

References: Automotive Component Manufacturers Association of India (ACMA) Society ofIndian Automobile Manufacturers (SIAM) Economic Survey & Union Budget Indian BrandEquity Foundation (IEBF) World Bank Media Reports Press Releases Department of HeavyIndustries Department of Industrial Policy and Promotion (DIPP) etc.

Company Overview and growth plan

Autoline Industries Limited (herein referred as "Autoline" or "theCompany") is a prominent Pune based leading auto components manufacturer and supplierto Original Equipment Manufacturers (OEMs) and other automobile companies with presence inboth domestic and international markets. Autoline has 6 manufacturing facilities backed upwith in-house design & engineering services and commercial tool room. The Company iscatering to global OEM's supplying over 1500 products getting assembled into differentpassenger cars and commercial vehicles. The Company is engaged in manufacturing sheetmetal components assemblies and sub-assemblies Foot Control Modules parking brakeshinges cab stay and cab tilt exhaust systems tubular structures fabrications etc. forlarge OEMs in the Automobile Industry.

Automobile sector mainly comprises of two wheelers three wheelers passenger wheelersand commercial wheelers. Your Company is serving to the passenger and commercial vehiclessince from previous 25 years and now has forayed in the electric segment of two wheelersand three wheelers such as mopeds motorcycle scooters in two wheelers and passengercarriers & goods carriers in three wheelers to tap the fast growing EV business. TheCompany is catering EV segments of commercial and passenger vehicles of existing clientsand as a result of focused approached receiving enquiries from EV major players. Moreoverthe Company is also anticipating higher growth in stamping tool manufacturing business andoverseeing the possibilities to develop the new business and expand existing business.Backed with the below strengths and strategies being adopted your Company is confident ofachieving positive cash flows in the coming years.

• The Company is enjoying strong client base consists of Tata Motors Volkswagen Ashok Leyland Ford Motors Fiat Mahindra Cummins Tata Hitachi Daimleretc. The efforts are being made to increase the client portfolio further in future.

• Well placed business growth strategies and on the strength of big presses andfacilities "Autoline" is recognized as a preferred vendor by its major customer.

• As a plan of actions to venture into non-auto sector the Company entered into ajoint venture to commence business with railways and other players in rail segment withfocus on big assemblies like side wall and underbody frame. Government of India hasfocused on investing in railway infrastructure by making investor-friendly policies. Ithas moved quickly to enable Foreign Direct Investment (FDI) in railways to improveinfrastructure for freight and high-speed trains. At present several domestic and foreigncompanies are also looking to invest in Indian rail projects. The entering into railbusiness will unlock lots of investment and growth opportunity for your company.

• Own products- Your Company is ready with E-Cycle range of products and alsoworking on Electric Scooter which is at advance stage. The Company is building ownMarketing Sales & Distribution Network at PAN India and starting off with a digitalcampaign which will be followed by other medium of marketing and selling the E-cycle suchas through distributors dealer and entering into transaction with OEMs.

• The Company regularly explores the avenues to expand its customer and productbase and invests the funds for capex requirements. Recently the Board of your Companyapproved to purchase Laser Cutting Machine for new Business Development. This Machine isvery useful for Autoline for getting entry into Indian Railways Defense Off Road vehiclemanufactures Agriculture equipment manufacturer etc. which demand heavy thicknessfabricated Parts.

• The Company is able to serve the design and development requirement of customersthrough its wholly owned subsidiary Autoline Design Software Ltd. a design and developmentarm with tool room facility enable the Company to offer "Art to Part" facilityto the customers. The Company holds an expansive portfolio of over 1500 products and alsocontinuously upgrades its quality and performance.

• The Company focuses on skilled workforce and inhouse skill development and itretains and recruits highly experienced skilled and qualified engineers/manpower.

• To be a part of auto sector growth in the Southern States your Company isrelocating its existing rented facility in Hosur Tamil Nadu to a bigger premises in Hosurand arranging few of machines to new rented premises to grab the additional business fromexisting customer i.e. Ashok Leyland and targeting new customers with bigger facility.Based on the discussion and enquiries/RFQs received from the Customers the Company isexpecting more than 50% increase in turnover of Hosur facility in the FY 2021-22.

• The Company recently set up 1200 ton Hydraulic Press Machine in its Chakan Unit-II to achieve economies of scale in production. The Company has well establishedinfrastructure machines and robotic welding facilities to the best of its competitors andowns second largest toolroom in the auto-hub of Pune. At present the Company operatesthrough 6 manufacturing facilities spread across Pune Karnataka Uttarakhand and Chennai.

CONSOLIDATED FINANCIAL PERFORMANCE:

Outbreak of pandemic resulted sharp decline in economic activity and slump in vehiclesales during the year 2020-21 and adversely impacted the financial performance of India'sauto component manufacturing industry and it resulted to the poor consolidated performanceof the Company during the year under review.

• Revenue from operations decreased by 10%: Rs.28469 Lakhs (Previous Year Rs.31627Lakhs).

• Operating EBIDTA (Earnings before Interest Financial Charges Depreciation Tax& Amortization) before exceptional items: Rs.1198 Lakhs (Previous Year Negative EBIDTAof Rs.757 Lakhs).

• Net loss before exceptional items decreased by 32.43%: Rs.4214 Lakhs (Previousyear loss was Rs.6236 Lakhs).

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS IF ANY (i.e. change of 25% ormore as compared to the immediately previous financial year)

Pursuant to Schedule V read with the Regulation 34(3) of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the significant changes in Key FinancialRatios (i.e. change of 25% or more as compared to the immediately previous financial year)with detailed reasons are provided as under:

• The Interest Coverage Ratio has been improved to -0.32x from -0.99x due toincrease in Earnings before Interest and Taxes (EBIT).

• The Debt Equity ratio (excluding current maturities of debt in FY 2020-21) hasdecelerated from 1.09x in FY 2019-20 to 1.69x largely on account of erosion of the networth and increase in debt.

• During the year the Operating Profit Margin noticed a slight improvement andstood at -3.27% as compared to -3.98% in FY 2019-20 due to increase in operationalefficiency & optimization of raw material and manpower cost. The Net Profit Margin inFY 2020-21 was recorded at -14.71 % as compared to that of -20.88% in FY 201920; a steepimprovement in net profit margin due to positive EBITDA.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a CSR Committee to monitor and maintain its CSR activities.Since the Company has been suffering losses in its previous few years and hence theprovisions of Section 135 of the Companies Act 2013 with respect to CSR activities arenot applicable to the Company. However the Company has taken various CSR Initiativesvoluntarily such as tree plantation donation of necessary things during cultural eventsvisit and helping to orphanages and needy ones etc.

RISKS AND MITIGATION STRATEGIES

• Liquidity Risk: The outbreak of Covid-19 pandemic caused disruption in theeconomic activity and lower the consumer sentiments which resulted sharp decline in Autosales. The economy still struggling to achieve the growth at pre-pandemic level andinability to reduce the expenses proportionately causes the liquidity issue. Thegovernment and banking regulator are undertaking various measures to boost the economy andannounced the fiscal support to the industry. The Company vigilantly working towardsattracting various sources of funds to support its operations and to reduce debt levels.These include equity infusion conversion of debts monetisation of non-core assets andconsolidation of its manufacturing facilities to maintain its liquidity position.

• Customer Concentration Risk: To reduce the risk associated to single largecustomer and single segment the Company has been proactively looking for new clients andoffering robust range of products with the support of state of art tools and designcenter. The Company is also striving to diversify its activity to nonauto sector andventuring into railway and other nonauto business.

• Input cost rising risk: Your Company is concentrating on optimization of rawmaterial cost through various measures like through conversion cost reduction supplychain efficiency improvement and material yield improvement. The Company passes throughany increase in the price of raw materials especially steel so that there is a limitedimpact on its profitability.

• Competition Risk: The competition with existing as well as new players maydecline the sales volume and/or impact on the profitability. The Company enjoys strong andlong standing direct relations with many OEMs. It has continued its investment in newerproducts and better quality control in order to stay ahead of the value chain.

• Market/economic risk: Deceleration or stagnation in economy adversely impactIndian economy as well as the automobile markets. The year 2020 registered the negativeglobal growth due to the outbreak of Covid-19 Pandemic. The COVID-19 pandemic is leadingto disruption in supply chain management and manufacturing processes that is impactingbusiness goals and profitability. Your Company is taking all possible necessary measuresto minimise the impact of COVID-19 outbreak.

• Disruption in Supply chains and shortages in supply of Raw materials: Anyadverse impact on the disruption in supply chains and shortages in supply of raw materialsmay adversely affect on the production as the Company relies on third party vendors tosource raw materials and other materials.

ENVIRONMENT OCCUPATIONAL HEALTH AND SAFETY (EHS)

The Company believes in the "Safety First" and ensures that all itsemployees right from shop floor to senior management follow a strict safety discipline.Training and awareness programmes are conducted round the year to ensure that employeesare updated with all latest knowledge in the market and sound skilled to handle the jobwith passion to exceed.

EHS management played a broad role in handling the first wave of Covid-19 pandemicwhereby the Company insisted on Work from Home (WFH) modes regular health checkup ofemployees thermal screening and sanitization measures. This ensured to very less numberof employees got infected by the virus.

The Company provides periodic mandatory training to operators and staff onfire-fighting safety & mock drill. It also includes training of personnel in accidentprevention accident response emergency preparedness and use of protective clothing andequipment. The Company's EHS management involves creating organized efforts &procedures for identifying workplace potential hazards which in turn assists in reducingaccidents and exposure to harmful situations and substances.

During the year under review the company organized various training session foremployees. Sessions on Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 were organized in order to spread awareness to female employees.

In the second wave which arrived in the third quarter the Company took a number ofmeasures to ensure effective prevention of the Corona Virus infection by ensuring thermalchecking of the employees at the entrance and exit gates compulsory wearing of masks andsanitization measures. The Company followed all the orders issued by Central State andLocal Governments in this regard. Further the company also created awareness amongemployees for vaccination.

QUALITY

The Company's manufacturing facilities are highly automated wherever required. Also thesafety protocols are being diligently enforced and quality standards are being strictlymonitored. The Quality system upgradation is an ongoing process in the Company to bringand keep the same to the level of global standard. The Company achieves all the customers'quality requirements and Customer perceived Quality is produced at work station by adding"poka yoke" to avoid complaints. The Company has obtained QMS certification-IATF 16949 (developed by The International Automotive Task Force (IATF) members) duringthe year 2018-19. The Company has achieved the following certifications in the qualityareas of TQM & QMS.

In addition of above the Company adopts various other quality control measures such asquality awareness training & involvement of all Shop floor team members in order toachieve quality targets regular and preventive maintenance of dies and other machines toproduce good quality parts periodic review of suppliers quality performance andescalation etc. Overall the Company endeavors to constantly improve its productportfolio the quality of the products and efficiency thereby attaining customersatisfaction and appreciation.

INTERNAL CONTROL SYSTEMS

Considering the size and nature of business the internal control system is adequatelyset up in the Company. The Company's policies and procedures are well-framed so that theyinclude the design implementation and maintenance of proper internal financial controls.Internal audits are conducted by external auditors and they audit all aspects of businessbased on audit programmes finalized by the Audit Committee and the reports of the auditbeing discussed quarterly by the Audit Committee in the presence of Auditors. The Companyensures the optimal utilization of resources and the accurate reporting of financialtransactions and strict compliance with applicable laws and regulations. A detailedpreparation and approval of the Board is exercised yearly on both Annual Budgets &Capital budgets for all its functions and subsequently the same is monitored by thecommittee.

The Company is implementing SAP B-1 ERP to replace the existing Microsoft Dynamics AX2009. Earlier the Board had opted for TCS ion ERP however considering the benefitsincluding effectiveness of SAP B1 ERP over the TCS ion ERP the Board consented toimplement SAP B-1 ERP. This new ERP system is best for the organization and the Companywill have to invest only for hardware since it will work on cloud based server. It is costeffective and one of the best ERP system to strengthen the internal control system in theorganization. The Company would be in a better position to increase the operationalefficiency and cost effectiveness of overall operational controls with the help of new ERPand other continuous improvements.

HUMAN RESOURCES

Employees are acknowledged as most valuable asset and human resource management atAutoline has been a continuous process where different methods are being constantlyadopted and applied for achieving best performance. During the year under review theCompany has taken various steps for the betterment of the employees and cohesive workingatmosphere in the Company. Autoline provides training to its employees on a continuousbasis for skill building management skills innovation creativity and developing qualitymanpower. Autoline is driving Performance Management System (PMS) to build Performanceoriented culture across the Organization.

Following are the glimpses of trainings imparted during the year under review:

For attaining the best potential the Company has formed and implemented various Humanresource policies such as Policy on Death Benevolent Fund Rewards and Recognition Policystar award policy attendance Policy etc. The Company also sponsors/organizes programmeand activities for betterment of its employees such as Annual Health Check-up Sportsevents cultural events etc. in addition of availability of selffunded Mediclaim known as‘Autoline Employees Health Benefit Scheme' etc. The Company had an average number of1867 employees during the year of 2020-21.

CAUTIONARY STATEMENT

The statements forming part of this Annual Report including Directors' Report andManagement Discussion and Analysis report may contain certain forward looking statementswithin the meaning of the applicable securities laws and regulations. Forward-lookingstatements are based on certain assumptions and expectations of future events. Manyfactors could cause the actual results performances or achievements of the Company to bematerially different from any future results performances or achievements that may beexpressed or implied since the Company's operations are influenced by many external andinternal factors beyond the control of the Management. The Company cannot guarantee thatthese statements assumptions and expectations are accurate or will be realized. TheCompany assumes no responsibility to publicly amend modify or revise any forward lookingstatements on the basis of any subsequent developments information or events.

SUBSIDIARIES AND THEIR PERFORMANCE:

i. Autoline Industrial Parks Limited ("AIPL"):

AIPL engaged in land acquisition and development activities and has the foreigninvestment. It owned and possessed 112.50 acres of land parcel at Mhalunge Chakan Puneand land area of 102.50 acres is approved for setting up of Township under the IntegratedTownship Project ("ITP") of Government of Maharashtra. AIPL has received MasterPlan approval under the Integrated Township Project Regulations from Pune MetropolitanRegional Development Authority (PMRDA).

During the period under review AIPL has not contributed to the performance of theCompany since there is no other activity in AIPL except to monetize/develop the land whichis under consideration. In order to develop or monetize the township approved land AIPLhad entered into an Agreement with Poddar Habitat Pvt. Ltd. a Mumbai based developer(Subsidiary of Poddar Housing and Development Ltd.) on September 24 2018 to develop theresidential project on land. However due to Sluggish economy and slowdown in the entireReal Estate Sector the execution of above proposed transaction was on hold. The saidagreement was cancelled mutually on December 21 2020 and said proposed transaction hasbeen terminated. Further the Company is in discussion with other Developer/ investors tomonetize the land including development of a commercial project on the land.

ii. Autoline Design Software Limited (ADSL):

ADSL is a wholly owned subsidiary of the Company and provides Engineering and DesigningSoftware Services and Business Solutions to the Customers. ADSL is a multifaceted andend-to-end Engineering Solutions Company and able to provide one stop complete solution toits valued customers enabling a quick & fast response to customer from design conceptto rapid prototype manufacturing. ADSL is aggressively working to develop new customers aswell as products by offering off-shore and onsite engineering services. There is enormouspotential in the engineering and design segment as it is applied not only to automotiveindustry but the railway defence white goods and consumer electronics industrial andprocess engineering and many others. ADSL has well trained and highly educated and longexperienced engineers to serve the requirements of customers. With the technicalassistance and design support of ADSL your Company succeeded to launch E-cycles in themarket. Your Company is working to set up the distribution and selling of e-cycles fromits own sources and also in process of making arrangement with better nationwide marketingand selling of E-cycles and other products under the "Electric Mobility Range"of Autoline Industries Limited.

ADSL is also performing testing and validation activities and orders are being awardedby Ashok Leyland Tata Motors Autoline etc. and exploring business with other OEMs fortesting and validation services. ADSL is also in discussion with various prospectivecustomers for E-vehicles GPS system auto break etc.

ADSL provides engineering design tooling services to the Company for efficientlyaccomplish the work orders well in time and during the year under review almost Rs.71.86Lakhs business is performed for the Company and it gives comfort of in-house availabilityof engineering design capabilities to the customers of the Company and in that manner itis directly contributing in the performance of the Company. iii. Koderat InvestmentsLimited Cyprus - (Koderat):

Your company acquired 100% stake in Koderat Investments Limited in September 2008("Koderat") a Company incorporated and existing under the laws of Cyprus;acting as a Special Purpose Vehicle (SPV). Further "Koderat" invested funds in"SZ Design Srl" and "Zagato Srl" Italian limited liability companiesMilan and acquired 49% equity share capital of said Italian companies. These companieswere into the business of developing designing and providing engineering services.

The net worth of SZ Design Srl has been eroded due to various write offs. SZ Design Srlhas been declared bankrupt by the Tribunal of Milan on January 2 2015 and judiciaryreceiver has been appointed by the Bankruptcy Tribunal. Net assets value of Zagato Srl hasturned into negative due to incurring of losses in previous years and it declaredvoluntarily in liquidation. Your Company is examining these both matters carefully andimpact of thereof is yet to be ascertained. Koderat is a Special Purpose Vehicle("SPV") and due to above mentioned reasons it has not contributed directly tothe performance of the Company during the year under review.

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 -A" and forms a part of this Annual Report.

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 92 (3) of the Companies Act 2013 copy ofthe Annual Return in the prescribed form is available on the Company's website and can beaccessed at weblink: https://www.autolineind. com/25th-agm/

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company is duly constituted with adequate mix andcomposition of executive nonexecutive and independent directors in accordance with therequirements of Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015. Directors who were appointed or resigned during the year

Mr. Krishan Kant Rathi (DIN: 00040094) who was appointed on April 12 2019 as aNominee Director representing IndiaNivesh Renaissance Fund ("the Investor")resigned on July 30 2020. The Board places appreciation for the services rendered by Mr.Krishan Kant Rathi during his tenure as a Nominee Director on the Board of the Company.The Investor nominated Mr. Sridhar Ramachandran (DIN:07706213) as a Nominee Director andthe Board has appointed him as a Nominee Director with effect from July 30 2020 on theBoard of the Company not liable to retire by rotation by virtue of the InvestmentAgreement entered with the Investor.

During the year under review Mr. Umesh Chavan (DIN:06908966) resigned from theposition of Executive Director & Chief Executive officer due to personal reasoneffective from December 31 2020. The Board places appreciation for the services renderedby Mr. Umesh Chavan during his long association with the Company as an Executive Director& CEO on the Board of the Company.

Dr. Jayashree Fadnavis (DIN: 01690087) Independent Director resigned due to preoccupation effective from November 10 2020. The Board places appreciation for theservices rendered by Dr. Jayashree Fadnavis during her tenure as an Independent WomanDirector on the Board of the Company.

The Board of the Company at its meeting held on January 30 2021 appointed Ms. RajashriSai (DIN: 07112541) as an Independent Woman Director effective from February 1 2021 tofulfill the requirement of Woman Director. As per Board opinion Ms. Rajashri Sai possessrequisite integrity expertise and experience (including proficiency) to perform her jobas an Independent Director on the Board.

The Board of the Company at its meeting held on June 28 2021 appointed Mr. ShivajiAkhade Managing Director of the Company as Managing Director and Chief Executive Officerof the Company effective from June 28 2021 and designated him as a Key managerialPersonnel. The tenure of Mr. Shivaji Akhade as a Managing Director & CEO (DIN:00006755) and Mr. Sudhir Mungase as a Whole Time Director (DIN: 00006754) are ending onSeptember 30 2021 and their reappointments for further period of 5 years are being placedat the 25th Annual General Meeting of the members of the Company for theirapprovals.

In accordance with the provisions of the Companies Act 2013 and Company's Articles ofAssociation Mr. Sudhir Mungase (DIN: 00006754) Whole Time Director is liable to retireby rotation at the conclusion of this Annual General Meeting and being eligible he hasoffered himself for re-appointment at the upcoming Annual General Meeting.

Key Managerial Personnel

CA Gokul Naik resigned from the post of Chief Financial Officer of the Company on July31 2020 and the Board of Directors appointed Mr. Venugopal Pendyala as the ChiefFinancial Officer effective from August 1 2020.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) In the preparation of the Annual Accounts for the year ended March 31 2021 theapplicable Accounting Standards have been followed along with proper explanations relatingto material departures;

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on March 31 2021 and of the loss ofthe 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 the provisionsof all applicable laws and such systems are adequate and are operating effectively whichare being further strengthened.

NUMBER OF BOARD MEETINGS

The Board of Directors duly met Seven (7) times in the year under review. The detailsof which are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 time to time.

INDEPENDENT DIRECTORS

Mr. Prakash Nimbalkar (DIN: 00109947) Mr. Vijay Thanawala (DIN: 00001974) and Ms.Rajashri Sai (DIN: 07112541) are the Independent Directors on the Board of the Company andhave remained independent throughout the year as contemplated in section 149(6) of theCompanies Act 2013. Dr. Jayashree Fadnavis Independent Woman Director resigned onNovember 10 2020. Post resignation of Dr. Jayashree Fadnavis the Board of the Companyappointed

Ms. Rajashri Sai (DIN: 07112541) as Independent Woman Director effective from February1 2021.

All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013("Act") and Clause 16 (1) (b) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended and thatthey are not debarred from holding the office of director by virtue of any SEBI order.Further the Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act.

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 put on the Company's website and can be accessed at thelink http://www.autolineind.com/code-of-conduct-policies

PERFORMANCE EVALUATION

Pursuant to Section 178 (2) of the Companies Act 2013 and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 aseparate exercise was carried out to evaluate the performance of Individual Directorsincluding the Chairman of the Board who were evaluated on various parameters such as levelof engagement contribution and independence of judgment as per the criteria formulated byNomination & Remuneration Committee; thereby safeguarding the interest of the Company.The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the director being evaluated. The performance was evaluated on the basisof 1-5 scores (Min: 1 Max: 5) each on the basis above parameters.

The performance evaluation of the Chairman and the NonIndependent Directors was carriedout by the Independent Directors. Annual evaluation of the performance of the Board andits committees such as Audit Nomination and Remuneration as well as StakeholderRelationship Committee were carried out. The Directors expressed their satisfaction withthe evaluation process.

NOMINATION & REMUNERATION COMMITTEE AND COMPANY'S POLICY ON DIRECTORS' APPOINTMENTAND 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.

In compliance with Section 178(4) of the Companies Act 2013 and the rules madethereunder the salient features of the Nomination and Remuneration Policy of the Companyand its web link is given as under.

The Nomination and Remuneration Policy of the company is framed in compliance with therequirements of the Section 178 of the Companies Act 2013 and Regulation 19 read withPart D of Schedule II of the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015. The Policy extensively provides for the identification of the personswho are qualified to become Directors of the Board and those who may be appointed in theSenior Management in accordance with the criteria laid down and recommend to the Boardtheir appointment. The policy also provides that the Nomination and Remuneration Committeeshall ensure that the level and composition of remuneration is reasonable and issufficient to attract retain and motivate Directors and the employees of seniormanagement.

The Policy provides that remuneration to directors key managerial personnel and seniormanagement involves a balance between fixed and incentive pay reflecting short term andlong-term performance objective. Policy also has unique feature of providing DirectorsKey Managerial Personnel and Senior Management reward linked directly to their effortperformance dedication and achievement relating to the Company's operations.

The complete policy is available at http://www.autolineind.com/code-of-conduct-policies/

The Non-executive Directors have no pecuniary relationship or transactions with 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 there under.

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 resources 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 economic and business risks as given underthe para "Risks and Mitigation Strategies" in Management Discussion and AnalysisReport which forms part 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. The Internal Auditors / Audit Department monitors andevaluates the efficacy and adequacy of internal control systems in the company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company and its Subsidiaries. Based on the report of internal audit function /InternalAuditors the Board has advised the functional heads / process owners undertake correctiveaction 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. On account of resignation of Mr. UmeshChavan erstwhile Executive Director & CEO and member of the CSR Committee; the boardhas reconstituted the committee and inducted Mr. Sudhir Mungase as a member of theCorporate Social Responsibility Committee.

The Company has incurred losses in previous few financial years and hence theprovisions of Section 135 of the Companies Act 2013 with respect to CSR activities arenot applicable to your Company. Although the Company has not carried out CSR activities inaccordance with section 135 of the Companies Act 2013 however your company have beenundertaking CSR initiatives voluntarily such as tree planation visit and helping toorphanages and needy ones etc.

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 not being accepted by the Boardduring the year under review.

AUDITORS

STATUTORY AUDITORS

A.R. Sulakhe & Co. Chartered Accountants (FRN 110540W) who are the statutoryauditors of the Company held office in accordance with the provisions of the CompaniesAct 2013 up to twenty third Annual General Meeting of the Company. The members of theCompany at their 23rd Annual General Meeting held on September 28 2019approved the appointment of A.R. Sulakhe & Co. Chartered Accountants (FRN 110540W) fora second term of 3 (three) consecutive years to hold office till the conclusion of thetwenty sixth Annual General Meeting.

Auditors' Report:

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. There is no qualificationsreservations or adverse remarks made by the Statutory Auditors in his Report.

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 & Co.LLP Company Secretaries Pune a firm of Practicing Company Secretaries was engaged byyour Board for the purposes of Secretarial Audit for the year ended March 31 2021.

Secretarial Audit Report in terms of Section 204 (1) is enclosed as "AnnexureB".

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

(A) THE COMPANIES ACT 2013

i. The Company was required to transfer unpaid dividend to the tune of Rs.84483/- forthe year 2012-13 to the Investor Education and Protection Fund (IEPF). However theCompany has transferred the unpaid dividend beyond the stipulated time period asprescribed by the law.

Comments by the Board of Directors' The Company had transferred the unpaid dividend ofRs.84483/- for FY 2012-13 to the Investor Education and Protection Fund (IEPF) within duedate. However due to some technical issues the said amount credited to the dividendaccount of the Company. The company again transferred the said amount to IEPF thisprocess resulted 10 days delay to transfer the unpaid dividend to IEPF.

ii. Pursuant to Section 117 of the Act 2013 read with Rule 8 of the Companies(Meetings of Board and its Powers) Rules 2014 the Company has not filed Form MGT-14 withthe Registrar in the following matters:

i. Appointment of CFO in the board meeting held on 30.07.2020.

ii. Approval of Board's Report in the board meeting held on 12.09.2020

Comments by the Board of Directors: There was an unintentional delay for filing theabove stated forms. The Company is in process to regularize the said filings.

(B) FOREIGN EXCHANGE MANAGEMENT ACT 1999

The Company has not filed Annual Performance Report of its wholly owned subsidiaryKoderat Investments Limited Cyprus for the financial years 2015-16 201617 2017-182018-19 and 2019-20. Thus to that extent it has not complied with Regulation 15 of theForeign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations 2000.

Comments by the Board of Directors: Koderat Investment Limited is acting as specialpurpose vehicle and acquired 49% stake of "SZ Design SRL" and "ZagatoSRL" Italian Limited Liability companies and these companies are into liquidation/bankruptcy stage and the audited accounts of these companies for the relevant period werenot released and made available to us and therefore the Audit of Accounts for KoderatInvestment Limited for the financial years 2015-16 2016-17 2017-18 2018-19 and 2019-20is yet not completed and Annual Performance Report has not filed. The Company will filethe same immediately after receipt of Audited Accounts of Koderat Investment Limited.

(C) THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015

i. Non-compliance of Regulation 30 of LODR read with SEBI Circular CIR/CFD/CMD/4/2015dated 9 September 2015:

Mr. Krishankant Rathi resigned as Nominee Director with effect from July 30 2020. Thedisclosure made by the Company did not contain the reason for resignation and date ofcessation.

Comments by the Board of Directors: The resignation was due to the replacement ofnomination by the Investor with effect from the date of joining of the new nomineedirector on July 30 2020. The fact of change in nomination was disclosed in the Outcomeof the Board meeting made on July 30 2020.

ii. Regulation 30 of LODR read with BSE Circular LIST/ COMP/14/2018-19 dated June 202018 and NSE Circular NSE/CML/2018/24 dated June 20 2018:

a. Appointment of Mr. Sridhar Ramachandran as a Nominee Director with effect fromconclusion of Board meeting dated July 30 2020.

The Company while intimating his appointment did not specifically affirm that Mr.Ramachandran is not debarred from holding the office of director by virtue of any SEBIorder and therefore to that extent the disclosure made by the Company seems inadequate.

b. Appointment of Ms. Rajashri Sai as an Independent Director with effect from February1 2021.

The Company while intimating her appointment did not specifically affirm that Ms.Rajashri Sai is not debarred from holding the office of director by virtue of any SEBIorder and therefore to that extent the disclosure made by the Company seems inadequate.

However the Company has made this inadequate disclosure good to NSE by makingadditional submissions on 1st February 2021 and to BSE by making additional submissionson 2nd February 2021.

Comments bv the Board of Directors: With respect to the affirmation in the disclosurethat the person is not debarred from holding the office of Director by virtue of any SEBIorder the Company referred SEBI's letter to the exchanges and BSE Circular No.LIST/COMP/14/2018-19 dated June 20 2018 and NSE Circular No. NSE/CML/2018/24 dated June20 2018; which provide that the Listed Company shall ensure w.r.t. appointment ofrestrained persons as a director is not debarred from holding the office by virtue of anySEBI Order or any other authority. Since both the above Directors were not the restrainedpersons by virtue of any SEBI order and any other authority the Company has not includedsaid affirmation in the disclosure. Moreover the Company while obtaining consent to actas Director in Form DIR-2 has taken affirmation cum declaration from the respectivedirectors that the said appointee director is not debarred from holding the office ofdirector by virtue of any SEBI Order or any other authority.

INTERNAL AUDITORS

Moore Stephens Singhi Advisors LLP Mumbai was appointed as the internal auditors ofthe Company since from previous financial year. The Internal Auditors have carried anin-depth audit and analyzed the areas like Procurement to Pay HR and Payroll InventoryManagement Related Party Transactions etc. They have provided solutions and remedialmeasures to improve overall efficiency and efficacy in the related areas.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under Section 143(12) 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 ofthe 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 PARTY TRANSACTIONS

All related party transactions that entered into during the financial year were on anarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons and their associates /relatives which mayhave a potential conflict with the interest of the Company at large.

The Related Party Transactions were approved by the Audit Committee and also by theBoard wherever necessary. The Audit Committee has granted omnibus approval for relatedparty transactions that were repetitive in nature by following the requirements as laiddown in the Companies Act and Rules made thereunder and Clause 23 (3) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. A quarterly statement of Related Party Transactions is being placed before the AuditCommittee for review and noting.

The Company has not entered into any transactions with related parties during the yearunder review which require reporting in Form -AOC-2 in terms of Companies Act 2013 readwith Companies (Accounts) Rules 2014. The policy on Related Party Transactions and thePolicy on Determination of Material Subsidiaries as approved by the Board is also uploadedon your Company's website.

Material changes and commitments occurred during april i 2021 till the date ofthis report which would affect the financial position of your company.

On account of the Severe Second Wave of the COVID-19 pandemic the Company temporarilysuspended the operations for a few days on account of containment measures levied by theState Government. The first wave of COVID-19 had impacted the normal business operationsof the Company by way of interruption in production supply chain disruptionunavailability of personnel closure/lock down of production facilities retail outlets ofdealers etc. The Second wave more severe saw disruptions in supply of manpowertransportation limitations and operational difficulties due to weak cash flows. TheCompany has performed a detailed assessment of its liquidity position and therecoverability of the assets as at the Balance Sheet date and has concluded that based oncurrent indicators of future economic conditions the carrying value of the assets will berecovered. Management believes that it has fully considered all the possible impact ofknown events in the preparatio of the standalone financial results. However the impactassessment of COVID-19 is a continuing process given the uncertainties associated withits nature and duration. The Company will continue to monitor any material changes tofuture economic conditions and the consequent impact on its business if any.

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 in future.

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 to DividendVoting or Otherwise.

iv. The Company has not issued shares (including Sweat Equity Shares) to Employees ofthe Company under any Scheme.

v. There has not been any change in the nature of business of the Company during theyear under review.

vi. A disclosure as to whether maintenance of cost records as specified by the CentralGovernment under subsection (1) of section 148 of the Companies Act 2013 is required bythe Company and accordingly such accounts and records are made and maintained - Thebusiness of the company does not fall under any of the sector mentioned in The Companies(Cost Records and Audit) Rules 2014 read with the Section 148 of the Companies Act 2013.Hence maintenance of cost record is not applicable to the company

vii. There is no application made or any proceeding pending under Insolvency andBankruptcy Code against the Company during the year under review.

viii. The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof. - Not applicable.

CORPORATE GOVERNANCE

As per the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 aseparate section on corporate governance practices followed by your Company together witha certificate from the Practising Company Secretaries confirming compliance forms anintegral part of this Annual Report.

In terms of the SEBI Regulations the Board has laid down a Code of Conduct for allBoard Members and Senior Management of the Company. The Code of Conduct has been uploadedon the website of the Company. All the Board Members and Senior Management Personnel haveaffirmed compliance with the Code.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company prepared in accordance with theCompanies (Indian Accounting Standards) Rules 2015 (Ind AS) prescribed under Section 133of the Companies Act 2013 and other recognized accounting practices and policies to theextent applicable and forms part of this Annual Report.

CONSERVATION OF ENERGY TECHNOLOGICAL 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-D".

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as under:

Sr. No. Particulars
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2020-21 Name of the Director Ratio
Mr. Shivaji Akhade (DIN: 00006755) 25.51:1
Mr. Sudhir Mungase (DIN: 00006754) 10.20:1
(ii) Percentage increase in remuneration of each director CEO CFO and CS in the financial year 2020-21. Name of the Director & KMPs % Increase
Mr. Shivaji T Akhade Nil
Mr. Sudhir Mungase Nil
Mr. Umesh Chavan (ED & CEO)* Nil
Mr. Gokul Naik (CFO)** Nil
Mr. Venugopal Pendyala (CFO)** Nil
Mr. Ashish Gupta (CS) 14%
(iii) Percentage increase in the median remuneration of employees in the financial year 2020-21 16%
(iv) Number of permanent employees on the rolls of Company (average number); 740
(v) 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. (Managerial personnel includes KMPs) Average 15% increment was given to employees except Key managerial personnel and due to financial constraints no annual increments was given to executive directors during the year 2020-21.
Percentage increase (16%) in the median remuneration of employees in the financial year 2020-21 is due to increment as well as reduction in the number of workers of low pay scale.
(vi) Affirmation The Board affirms that the remuneration paid to the Directors and other employees is as per the remuneration policy of the Company.

*Mr. Umesh Chavan resigned w.e.f. December 31 2020

*Mr. Gokul Naik resigned w.e.f. July 31 2020 and Mr. Venugopal Pendyala appointed asCFO w.e.f. August 1 2020

Information as per Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:

A statement containing particulars of tp ten employees in terms of remuneration drawnas required under Section 197 (12) of the Act read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Mangerial Personnel) Rules 2014 is given in anannexure forming part of this Report. In terms of Section 136 of the Act the AnnualReport and Financial Statements are being sent to the Members excluding the aforesaidannexure. The said annexure is avalable for inspection at the Registered Office of theCompany during business hours. Any member interested in obtaining said annexure may writeemail to investorservices@autolineind.com.

The name of every employee whose remuneration aggregated to Rs.1.02 Crores per annum orRs.8.50 lakhs per month during FY 2020-21: NIL

SHAREHOLDING OF DIRECTORS AS ON MARCH 31 2021

Sr. No. Name of the Director DIN No. of Equity Shares Percentage Holding
1 Mr. Prakash Nimbalkar 00109947 6700 0.02
2 Mr. Shivaji Akhade 00006755 3474981 11.22
3 Mr. Sudhir Mungase 00006754 2948431 9.52
4 Mr. Sridhar Ramachandran 07706213 2000 0.01
5 CA Vijay Thanawala 00001974 2525 0.01
6 Ms. Rajashri Sai 07112541 NIL NIL

During the year Mr. Umesh Chavan Executive Director and CEO and Mrs. JayashreeFadnavis Independent Director resigned effective from December 31 2020 and November 102020 respectively. They were not holding any shares of the Company as on the date ofresignation.

INTER SE RELATIONSHIP BETWEEN DIRECTORS

Mr. Sudhir Mungase (Whole-time Director) and Mr. Shivaji Akhade (Managing Director) arerelated to each other that Mr. Sudhir Mungase is brother-in-law of Mr. Shivaji Akhadeexcept to this there is no inter se relationships between the Directors.

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 J M Financial Asset Reconstruction Company LimitedTata Motors Finance Solutions Limited The Catholic Syrian Bank Ltd. Axis Bank Ltd. NKGSBCo-op. Bank Ltd. for their continued help and support during a very challenging times ofthe 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 employees of the Company.

For and on Behalf of the Board
Prakash Nimbalkar
CHAIRMAN
Pune August 13 2021 DIN:00109947

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