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Autopal Industries Ltd.

BSE: 517286 Sector: Auto
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Autopal Industries Ltd. (AUTOPALIND) - Director Report

Company director report


"Dear Shareholders

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

The Members of Autopal Industries Limited It gives us immense pleasure in presentingyou on behalf of the Board of Directors of the Company the 31st Annual Reportof Autopal Industries Limited along with Audited Financial Statements for the year ended31st March 2017.

Particulars (Rs in Lakhs)
2016-17 2015-16
Net Sales 3460.67 4017.47
Other Income 6.96 7.96
Operating Profit before Finance cost Depreciation Tax and Extraordinary items 385.01 335.60
Less: Depreciation & amortization expenses and Finance Costs 339.64 284.78
Profit before Tax and Extraordinary items 45.37 50.82
Less: Exceptional Items
Add: Extraordinary Items 12.15 15.17
Less: Tax 6.43 15.53
Net Profit for the year 51.09 50.46
Add: Balance brought forward from previous year
Profit available for appropriation 51.09 50.46
Appropriation of Profits
Transfer to General Reserve
Balance carried over to Balance Sheet 51.09 50.46

Core Performance Report:-

Autopal had net Sales of Rs. 3460.67 lakhs in financial year 2016-17 against Rs4017.47lakhs in previous financial year 2015-16. The operating profit before finance costdepreciation and tax is Rs.385.01 lakhs in current year 2016-17 against Rs. 335.60 lakhsin previous financial year.

Transfer to Reserves:-

Considering the future prospect and the expansions to which the Company looks forwardno transfer has been made to the reserves in the Financial Year 2016-17.

Public Deposits:-

All the previous Fixed Deposit amounts and Interest thereon were paid in the previousFinancial Year i.e. 2015-16 and accordingly no amount is outstanding as on the BalanceSheet Date and further it is clarified that no money have been received which fall underthe category of deposits during the Financial Year 2016-17.


The board of directors has decided that in order to consolidate and strengthen thecapital base of the company the company does not recommend any dividend for the yearunder review.

Disclosures under the Companies Act 2013

a) Extract of Annual Return: The detail forming part of extract of annual return isenclosed as Annexure-1.

b) Number of Board Meetings: During the year under review the Board of Directors of thecompany met 16 (SIXTEEN) times (including a separate meeting of independent directors onthe Board). The details of the board meetings and the attendance of the directors areprovided in Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.

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

"Directors' Responsibility Statement"

To the best of their knowledge belief and according to the information andexplanations obtained in terms of Section 134(3) (c) of the Companies Act 2013 Directorsstate that;

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

(ii) They have selected such Accounting Policies and applied them consistently and madejudgement and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company as at 31st March 2017 and of the profitand loss of the company for that period;

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

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

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

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

Appointment of Director(s) and KMP{s):-


During the year

• Mr. Abhishek Gupta {DIN 02691807) Executive Director of the Company alsoresigned from his post on 2nd July 2016.

• Mrs. Anubha Gupta (DIN: 02190808) Executive & Woman Director of the Companyresigned from the post on 18hJuly 2016.


• Mrs. Bela Bhandari was appointed to fill the vacancy on account ofresignation of Mrs. Anubha Gupta as an Additional Director in the Board meeting held on 28thJuly 2016 and has been confirmed to be appointed as a Non- Executive IndependentDirector in the Annual General meeting held on 30th September 2016. Shefurther agreed and qualified herself to be appointed as a Non- Executive Independent WomanDirector.

Board Evaluation:-

Pursuant to the provisions of the Companies Act 2013 and Regulation 27(2) of theListing Obligation and Disclosure Requirement 2015. The Board has carried out an AnnualPerformance Evaluation of the directors (individually) as well as the evaluation of theworking of its Audit Nomination & Remuneration Compensation Committee andStakeholders Grievance Committee. The evaluation criteria inter-alia covered variousaspects of the board's functioning including its Composition Attendance of DirectorsParticipation levels Specialised knowledge for decision making.

The performance of individual directors was evaluated on following parameters:-

• Level of Engagement and Contribution.

• Independence of Judgement

• Safeguarding the Interest of the Company and its minority shareholders.

• Time Devoted etc.

The Directors expressed their satisfaction with the evaluation process. The Performanceof the Board is evaluated by each Director as well as collectively by the Board Annually.The Boards' performance is evaluated on the basis of number of Board and Committeemeetings attended by an individual director participation of director in the affairs ofthe company duties performed by each director and targets achieved. More details on thesame are given in the Corporate Governance Report.

Internal Financial Controls:-

The Company has its internal financial control system with reference to financialstatements. During the year such system was tested and no reportable material weakness inthe system or in the operations was observed.

Related Party Transactions:-

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. All Related Party Transactions are placed before theAudit Committee and the Board for approval. Prior omnibus approval of the Audit Committeeis obtained on a quarterly basis for the transactions which are of a foreseen andrepetitive nature. The transactions entered into pursuant to the omnibus approval sogranted are audited and a statement giving details of all related party transactions isplaced before the Audit Committee and the Board of Directors for their approval on aquarterly basis. The policy on Related Party Transactions as approved by the Board isavailable on the Company's website Form No. AOC-2 carrying relevant details about relatedparty transactions of the Company is attached as Annexure-2.

Corporate Social Responsibility

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

Risk Management:-

The Company has developed a very comprehensive risk management policy under which allkey risks and mitigation plans are compiled into a Risk Matrix. The same is reviewedquarterly by senior management and periodically by the Board of Directors. The Risk Matrixcontains the Company's assessment of impact and probability of each significant risk andmitigation steps taken or planned. For a detailed risk management policy please refer thewebsite link.

Policy for Prevention Prohibition & Redressal Sexual Harassment of Women atWorkplace:-

Pursuant to the requirements of Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2014 the Company has a policy and framework foremployees to report sexual harassment cases at workplace and our process ensures completeanonymity and confidentiality of information. Adequate workshops and awareness programmesagainst sexual harassment are conducted across the organization.

Material Changes and Commitments Affecting Financial Position of the Company:-

No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.

Corporate Governance: -

Corporate governance is a ongoing procedure which remains at swing all the time atAutopal Industries Limited. It's all about commitment to values and ethical businessconduct. Systems policies and frameworks are regularly upgraded to effectively meet thechallenges of rapid growth in a dynamic external business environment. Being a ListedCorporate entity our Company is committed to sound corporate practices based onconscience openness fairness professionalism and accountability paving the way inbuilding confidence among all its stakeholders for achieving sustainable long term growthand profitability. A detailed Corporate Governance Report and a certificate from M/s.Mahendra Khandelwal & Co. Practicing Company Secretary Jaipur has been receivedregarding compliance with conditions of Corporate Governance as required under Regulation27(2) of the Listing Obligation and Disclosure Requirement 2015 .

Agreements are attached and form an integral part of this report. Certificate of theCEO/CFO inter alia confirming the correctness of the Financial Statements compliancewith Company's Code of Conduct adequacy of the Internal Control measures and reporting ofmatters to the Audit Committee in terms of Regulation 27(2) of the Listing Obligation andDisclosure Requirement 2015 with the Stock Exchanges is attached and forms an integralpart of this report.

Statutory Auditor:-

At the Annual General Meeting of the Company which was held on 30IhSeptember 2015 M/s Rajvanshi &Associates Chartered Accountants were appointed asStatutory Auditors of the Company to hold office till the conclusion of the 33rdAGM. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly based on recommendation of Audit Committee and Board of Directorsthe appointment of M/s Rajvanshi &Associates Chartered Accountants as StatutoryAuditors of the Company is placed for ratification by the shareholders. In this regardthe Company has received a certificate from the auditors to the effect that if they arereappointed it would be in accordance with the provisions of Section 141 of the CompaniesAct 2013. Further for any qualifications or adverse remarks in the Auditors' Reportvalid clarification/ explanation has been given The Notes on financial statements are selfexplanatory and needs no further explanation.

Cost Auditor:-

The Audit Committee and Board of Directors of the Company has appointed M/s Bikram Jain& Associates Cost Accountants having firm Registration No. 101610 as Cost Auditorfor conducting the audit of Cost Records maintained by the company for the Financial Year2017-18. There are no qualifications or adverse remarks in the Cost Audit Report whichrequires any clarification/ explanation.

Particulars of Loans:-

APIL has neither given loan(s) nor investment(s) has been made and neither Guarantee(s)has been provided nor Securities has been provided Reference Section 134 and 186(4) ofcompanies act 2013.

Secretarial Auditor and Secretarial Audit Report:-

I The Board has appointed M/s Mahendra Khandelwal & Co. Company Secretaries inWhole-time Practice to carry out Secretarial Audit of the Company under the provisions ofSection 204 of the Companies Act 2013. The Report of Secretarial Auditor is annexed withthis report as Annexure-3. The Report does not contain any qualification.

Insider Trading

Insider Trading Prevention Code Pursuant to the SEBI Insider Trading Code the companyhas formulated a comprehensive policy for prohibition of Insider Trading in Equity Sharesof Autopal Industries Limited to preserve the confidentiality and to prevent misuse ofunpublished price sensitive information. Mr. Abhishek Swami has been designated as theCompany Secretary cum Compliance Officer. It has also been posted on the website of theCompany i.e.

Energy Conservation& Foreign Earnings and Outgo

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

b) . Expenditure in foreign currency Expenditure incurred in foreign currency for:

Travelling Expenses Rs. 70150/- (Previous Year Rs 326165/-)

Purchase of Imported Material Rs. 7164487/- (Previous Year Rs. 43164244/-)

Purchase of Plant & Machinery components Rs NIL (Previous Year Rs.2601592/-)

Standalone Financial Statements and Cash Flow Statement:-

As required under Regulation 33 of theSEBI ( Listing Obligation and DisclosureRequirement)Regulation 2015 the Standalone Financial Statements of the Company havebeen prepared in accordance with the requirements of Accounting Standards issued by TheInstitute of Chartered Accountants of India'. The Audited Consolidated FinancialStatements together with Auditors' Report thereon forms part of the Annual Report. ListingDisclosure:-

Listing of Equity Shares: The equity shares of the Company are listed on the BombayStock Exchange Ltd (BSE Ltd).

I Our scrip code in BSE is 517286.

CDSL & NSDL Connectivity: The Company has demat Connectivity with CDSL & NSDLfor demat of shares. The shareholders can avail the depository service with any DepositoryParticipant registered with CDSL & NSDL which are spread over the length and breadthof the country. Around 62.21% of the shares had already been dematerialized and remainingshareholders can apply to our RTA for the same. Our ISIN No. is INE335Q01018.

^Trading of Shares has been suspended by BSE w.e.f. 31 March 2016 as the Company isunder surveillance measures.

Management Discussion Report:-

Management Discussion and Analysis Report for the year under review as stipulated underRegulation 27(2) of the Listing Obligation and Disclosure Requirement 2015 with the StockExchanges in India is presented in a separate section forming part of this Annual Report.

Vigil Mechanism:-

The Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013 andSEBI (Listing Obligation and Disclosure Requirements) Regulation 2015. The policy providesfor a framework and process whereby concerns can be raised by its employees against anykind of discrimination harassment victimization or any other unfair practice beingadopted against them. More details on the vigil mechanism and the Whistle Blower Policy ofyour Company have been outlined in the Corporate Governance Report which forms part ofthis report.

Effect of Hon'ble Board for Industrial and Financial Reconstruction (BIFR) order on theBooks of accounts:-

With effect from 22nij August 2014 the company had ceased to be a sickindustrial company within the meaning of section 3(1) (o) of SICA 1985 and therefore itis discharged from the purview of SICA. However the unimplemented provisions of thesanctioned scheme if any shall continue to be implemented by the company.

Registrar and Share Transfer Agent:-

The Company has appointed Beetal Financial Computer Service (P) Limited as theirRegistrar and Share Transfer Agent. You may contact and file any application fortransfer/transmission of shares change of address and resolve any queries related toshare holder with the RTA and you may also apply to Beetal for the conversion of physicalshares into dematerialized form with its registered address as under:- Beetal House3rd floor 99 madangir Behind Local Shopping Centre

Near Dada Harshukhdas Mandir New Delhi-110062

Ph: 011-29961281 83

E-mail: beetal(8>

Substantial Acquisition of Stake Regulation 8(3) (SAST):-

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

Managerial Remuneration:- During the Financial Year 2016-17 Company's profits wereinadequate thus the company fixed managerial remuneration with a maximum amount of Rs.Thirty Lakhs (3000000) as remuneration to the Board of Directors in accordance withSection 197 of the Companies Act 2013 as the Company Paid-up Capital is less than Rs.Five crores.

Independent Directors Declaration :-

The Company has received necessary declaration from each of Independent Directors ofthe Company under Section 149 of the Companies Act2013 that they meet the criteria ofindependence laid down under the Companies Act2013.


Directors state that no disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review:

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

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

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

Acknowledgement: -

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

For and on behalf of the Board of Directors
of Autopal Industries Limited
PLACE:- JAIPUR Anup Gupta Dharam Pal Gupta
DATE: - 02/09/2017 (Managing Director) (Chairman)