practices by running in-house shop floor projects to increase quality of the product, productivity...

Shri Mahipal Gupta : Chairman & Managing Director

Shri Amit Mahipal Gupta : Whole-Time Director

Shri Adarsh Mahipal Gupta : Whole-Time Director

Shri Gauri Shankar Das : Director

Shri Suraj Prakash Batra : Director

Shri Kuldeep Kumar Gupta : Director

Shri Rajendra Singh Mehta : Director

Shri Vishal Agarwal, Company SecretaryMobile No.: 93144 82795

D-469, Road No. 9-ASardar Patel Marg Vishwakarma Industrial Area,C-Scheme, Jaipur - 302 001 Jaipur - 302 013 (Rajasthan)

1. D-469, Road No. 9-A,Chartered Accountants, V.K.I. Area, Jaipur3, Gangwal Park, Jaipur - 302 003 2. E-527-529, RIICO Industrial

Area, Sitapura, Jaipur 3. Parvati Nagar, Kings Road,C/o Sri Venkatesh Bhawan,F-65, Okhla Industrial AreaPhase-I, New Delhi-110020E-mail: [email protected]. No.: 011-41406149

Management�s Discussion & Analysis 3-4

Corporate Governance 5-18

Directors� Report 19-25

Auditors� Report 26-30

Balance Sheet 31

Profit & Loss Account 32

Notes 33-61

Cash Flow Statement 62

Auditors� Report & Annual Accountsof Autopal Inc. (Subsidiary Company) 63-64

The Indian automobile segment went through a prolongeddownturn since 2011-12 which witnessed growthslowdown in the year 2013-14 as slowing demand dueto various factors affecting overall sales of automobiles.Increase in cost of fuel, interest rates, weak consumersentiments and overall slowdown in the global economyare the factors which affect the turnover of automobilesector. During financial year 2012-13, the turnover ofauto component industry was recorded at USD 39.7billion and for the financial year 2013-14, it is estimatedat USD 37.7 billion which shows declining trend in autocomponent sector. Overall Indian auto componentindustry has shown growth of 4.7% in financial year2013-14 in Rupee terms in comparison to financial year2012-13.

The trend is likely to improve in 2014-15 as the formationof new Government at Centre with clear mandate hasraised the expectations in economic growth of the country.The positive sentiments and optimistic outlook of themarket could help in increasing economic growth andwith this it is expected that long term perspective of AutoIndustry will remain bright, growth will be driven mainlyby healthy economic growth, better investment climateand increased spending on infrastructure development.

a)

The recent elections in India and the formation ofnew Government at Centre with clear majority hasgiven high hope for the growth and developmentof Indian automobile industry which is full ofopportunities and ample scope in this segment.With the improvement in consumer sentiments onpositive note, we foresee overall growth in IndianAuto component industry which will benefit yourCompany�s business growth as well.

The Company is having huge order base of OEMs.The Company has changed its marketing setup inIndian Replacement Market to tap new areas for

the growth of Company�s business and costreduction.

In addition to the above, Company is benefitedby export sales on account of high revenuegeneration due to rise in dollar price as Companyexport sales is more than 30% of total turnover.

b)

Rise in prices of raw material and fuel prices, etcput pressure on the bottom line of the Company.Further, the external factors i.e. fluctuations inforeign exchange rates, slowdown of worldeconomy, change in Government policies posesthreat for theAutomotive sector which may affectthe overall performance of the Company.

The Company is manufacturing automotive componentand its growth is mainly dependent on the performance /overall growth of Original Equipment Manufacturers. Thedemand of OEMs derives from the demand from theconsumers.

The operational performance of the Company is exposedto external and internal risks associated with the business.Frequent changes in foreign exchange rate, Governmentpolicies, interest cost, inflation, liquidity crisis and risein prices of raw material are some of the risks which mayaffect on the growth of the business of the Company.Further, the business of the company is dependent uponthe overall growth and business plans of OriginalEquipment Manufacturers. The Company has presencenot only in domestic market but also in export marketand the global economy continues to be under stresswhich may impact on export sales.

Autolite (India) Limited is highly regarded in automotiveindustry for its System, Quality and work culture. TheCompany gives highest priority to achieve CustomerDelight, working beyond the customer expectations. Themajor achievements in the field of Quality & Systems

during the year are as follows:

Company is working with the world wide standardsfor Quality Management System and Environment,Health & Safety Management Systems.

2. Company is certified with ISO 9001, TS 16949:2009,EMS 14001 & OHSAS 18001; which proves itscommitment towards Quality, Environment & Safety.These certifications are audited and certified by SAIGlobal Limited,Australia. Company is cross auditedby external team for the upgraded standards and isproud to say that it is certified with the latest versionsof all the standards.

3. Company has successfully completed VDA audit byone of the renowned customer without any non-conformance. Experts of customers have audited andappreciated the Company for its system adherenceapproach .

4. Company is continuously working on World ClassManufacturing practices by running In-house shopfloor projects to increase quality of the product,productivity and Total Employee Involvement.

5. Company is regularly approaching its valuedcustomers for taking their feedback for customersatisfaction for quality, delivery, response & cost.

During financial year 2013-14, Company achieved itsexport business of Rs. 36.71 Crores in comparison to theRs. 37.81 Crores for the financial year 2012-13 despiteof global slowdown in the automobile sector.

The Company has bagged export excellence award ofEngineering Export Promotion Council (EEPC) forconsecutive four financial years i.e. for the year 2008-09, 2009-10, 2010-11 and 2011-12.

The Company is regularly participating in Auto showglobally as well as in India. The Company is participatingin Automechanica Show at Frankfurt, Germany inSeptember, 2014. Company has received encouragingbusiness response from various countries across Globeand Company hopes in growth of its export business.

The Company has adequate and proper system of internal

control to ensure that all assets are safeguarded andprotected against loss from unauthorized use anddisposition. It also ensures that transactions areauthorised, recorded and reported correctly.

The Company�s internal audit system which is headedby an experienced Chartered Accountant in addition to afirm of Chartered Accountants entrusted with the task ofconducting internal audit on regular basis. All non-conformities and deficiencies are reported to topmanagement and corrective actions are taken.

The Company is committed for the overall growth anddevelopment of its employees. Company values thepeople and the contributions they made to the success ofthe Company. Company provides encouraging workenvironment, imparts training for taking collectiveresponsibility in achieving the Company�s goals and toscale the new heights. It has always been our endeavor tomotivate our people for taking initiatives and leadershipquality.

The main objective of such program is inducing BrandValue amongst the employees and meets the objectiveslisted below:

To establish goals, measure results, implementimprovement plan.

To motivate the employees through tools likereward & recognition through various activitiesconducted regularly by HR within theorganization.

To provide healthy environment at work place.

To organize training programs for skillenhancement at various level.

To review employee�s performance and level ofcomfort with the team & superior.

Statements in the Management Discussion and Analysisdescribing the Company�s expectations or predictionsmay be �forward looking� within the meaning ofapplicable laws or regulations. Actual results may differmaterially from those expressed or implied.

Autolite (India) Limited is always committed to adopthigh standards of disclosure and corporate governanceand protecting rights of the stakeholders. The companyalso believes in conducting its business in transparentand ethical manner.

Clause 49 of the Listing Agreement stipulates normsand disclosure standards to be followed on thecorporate governance by listed companies. The Boardof Directors of the Company has adequaterepresentation of the qualified, professional, non-executive and independent directors. For speedy andefficient disposal of matters requiring special attention,Committees of Directors have been constituted. The

following information constitutes compliance reportof Autolite with Clause 49:

The Board of Directors is the apex body whichmonitors the overall functioning of the Company. Itdefines the Company's policies and oversees itsimplementation. The Board has constituted variouscommittees to facilitate the decision making processin an informed and efficient manner.

As on March 31, 2014, the Board of Autolite (India)Limited consisted of seven Directors, three of whomincluding the Managing Director were executiveDirectors. The remaining four were non-executiveDirectors of whom all being independent. The BoardComposition as on March 31, 2014 is given hereunder:

Non-Executive Directors 4 57.14% 50%

Executive Directors 3 42.86% �

Total 7 100.00% �

In terms of the Listing Agreement, meetings of Boardof Directors are held at least four times in a year witha maximum time gap of three months between any twomeetings. All information as required to be madeavailable to the Board is provided to the members ofthe Board well in time for discussions in the BoardMeetings for taking corrective action, if any.

During the year ended on March 31, 2014, the Boardof Directors met eight times. The maximum time gap

between any two meetings during the financial yearwas 77 days.

The details of the Board Meetings held during the yearended on March 31, 2014 are May 30, 2013, August14, 2013, September 28, 2013, October 16, 2013,November 14, 2013, January 02, 2014, February 13,2014 and March 15, 2014.

The composition of the Board of Directors as on March31, 2014, number of meetings attended andDirectorships / Committee Memberships in other

companies are as follows:

1. Shri M.P. Gupta Promoter and 8 Yes Nil N.A. Nil N.A.Chairman and

2. ShriAmit Promoter & 8 Yes 1 Nil Nil N.A.Mahipal Gupta Whole-time

Director

3. ShriAdarsh Promoter & 7 Yes 1 Nil Nil N.A.Mahipal Gupta Whole-time

Director

4. Shri S.P. Batra Independent & 8 Yes Nil N.A. 1 1Non-executiveDirector

5. Shri G.S. Das Independent & 7 No Nil N.A. 3 1Non-executiveDirector

6. Shri K.K. Gupta Independent & 7 No 2 Nil 2 NilNon-executiveDirector

7. Shri R.S. Mehta Independent & 8 Yes Nil N.A. 2 1Non-executiveDirector

Alternate directorship, directorship in private limited companies are included

Only membership in Audit Committee, Remuneration Committee and Shareholders Grievance Committee included

None of the director on the Board is member of more than 10 Committees or Chairman of more than 5 committeesacross the companies in which he is a director. All the directors have made requisite disclosure regardingdirectorship/ Committee position occupied by them in other companies.

The Company has laid down a "Autolite - Code ofConduct" for the members of the Board of Directorsand the Senior Management. All the Board membersand Senior Management personnel have affirmedcompliance with the code for the year 2013-2014. Adeclaration to this effect signed by the CEO is given inthis report.Annual affirmation of compliance with theCode have been made by the directors and seniormanagement of the Company. The CEO & Whole-timeDirector have certified the Financial Statement andother matters as required in Clause 49 of the listingagreement.

The Company has in place the Code of Conduct for

Prevention of Insider Trading to comply with relevantregulations laid down by SEBI. Accordingly theCompany announces closure of Trading Windows,free period, declaration of prohibited period etc.The Company has designed a reporting system toprevent insider trading by designated employees andtakes quarterly and annual disclosure from thedesignated employees as mentioned in the InsiderTrading Policy.

The Audit Committee of the Company is constitutedin accordance with the provisions of Clause 49 of theListingAgreement with the Stock Exchanges read withSection 292A of the Companies Act, 1956.

The requisite details are as follows:

Shri S.P. Batra (Chairman)

Shri G.S. Das (Member)

Shri K.K. Gupta (Member)

Shri VishalAgarwal (Secretary)

- Oversight of financial reporting system of the company;- Recommending appointment/removal of auditors, fixing the fee & approval

of payment for other services- Reviewing with management annual financial statements before

submission to the board including qualifications in draft auditors' report;- Reviewing with management, external & internal auditors the adequacy

of internal control system; reviewing the adequacy of internal auditfunction;

- Reviewing findings of any internal investigations into suspected fraud,irregularity or failure of internal control system.

- Other items as per Clause 49 of Listing Agreement, as amended from timeto time.

Five meetings of the Audit Committee took placeduring the accounting year ended on March 31, 2014,i.e. on May 30, 2013, August 14, 2013, September 14,2013, November 14, 2013, and February 13, 2014.Shri S.P. Batra and Shri G.S. Das were present at allthe five meetings whereas Shri K.K. Gupta was presentat four meetings of the Audit Committee during theyear under review. The StatutoryAuditors and InternalAuditors were invited to attend and participate at the

meetings of the Committee.

The role of the Audit Committee is to monitor andprovide effective supervision of the Company'sfinancial reporting process with a view to ensure thatthe financial statements are accurate, sufficient andcredible.

The Company is having 100% subsidiary company in-corporated in United States of America viz. Autopal Inc.

A statement in summary form of transactions alongwith details of material transactions with related partieswere placed before the Audit Committee at regularintervals.

The Company affirms that it had adopted Whistleblower Policy and further that no personnel has beendenied access to the audit committee.

The Company has already constituted RemunerationCommittee. The broad terms of reference of theRemuneration Committee are as follows:

a. To recommend the Board for remuneration tobe paid to the Managing Director and Whole-time Directors.

b. To review and grant annual increments toManaging Directors and Whole-time Director

c. To suitably suggest changes based on changesin Schedule XIII of the Companies Act, 1956and/ or any amendment/modifications that maybe made by the Central Government from timeto time.

d. To do all such acts, deeds, things and executeall such documents, instruments and writings

as may be considered necessary, expedient ordesirable on the subject.

The remuneration policy of the Company is to remaincompetitive in the industry and to attract and retaintalent and appropriately reward them on theircontribution. The annual package of employees isdecided on the basis of performance of the Companyand also the individual performance measured againstthe Key performance Indicators, which are in align tothe Company's overall objectives.

Remuneration Committee comprises of the followingdirectors:

Shri Vishal Agarwal, Company Secretary is acting asSecretary of the Committee.

The details of remuneration paid to the Directors inthe whole-time employment with the company duringthe financial year ended on March 31, 2014 are givenhereunder:

(Rs. in Lacs)

Salary 30.00 30.00 0.00

Benefits:

Allowances & Perquisites 1.62 0.12 0.00

Bonus 0.00 0.00 0.00

Pension 0.00 0.00 0.00

Fixed ComponentContribution to PF,Superannuation & Gratuity Fund 0.11 0.11 0.00

Performance linked Incentive Nil Nil Nil

Commission Nil Nil Nil

ServiceAgreement 5 years 5 years 5 years

Notice Period 1 month 1 month 1 month

Severance Fee Nil Nil Nil

Stock Option Nil Nil Nil

The Company has not paid any remuneration to non-executive Directors during the year 2013-14 exceptsitting fee for attending the meetings of Board ofDirectors, Audit Committee and Investors' GrievanceCommittee, the details are as under:-

1. Shri Suraj Prakash Batra Rs. 39,000/-

2. Shri Gauri Shankar Das Rs. 48,000/-

3. Shri Rajendra Singh Mehta Rs. 36,000/-

4. Shri Kuldeep Kumar Gupta Rs. 33,000/-

Details of the number of shares held by all the non-executive directors of the Company: -

1. Shri Suraj Prakash Batra Nil

2. Shri Gauri Shankar Das Nil

3. Nil

4. Shri K.K. Gupta Nil

No convertible instruments/employee stock optionshave been granted by the Company to the non-executive directors of the Company.

Subsequent to the year end, Remuneration committeewas renamed as Nomination and RemunerationCommittee in accordance with Section 178 of theCompanies Act, 2013.

The Company has set up an Investors' Grievance Committee to look into the complaints relating to non-receipt ofdividend warrants, annual report, transfer/transmission of shares etc. as required in terms of Clause 49 of theListing Agreement. The details of members of the Committee as well as status of investor complaints receivedduring the year ended on March 31, 2014 are as follows:

Shri G.S. Das (Chairman)

Shri R. S. Mehta (Member)

Shri Vishal Agarwal (Secretary & 0 2 2 0Compliance Officer; Ex-officio)

The members of Investors' Grievance Committee met four times during the year ended on March 31, 2014. Themeetings were held on May 30, 2013, August 14, 2013, November 14, 2013, and February 13, 2014.

The Company is having Share Transfer Committee comprising of Shri Mahipal Gupta, Managing Director andShri Vishal Agarwal, Company Secretary of the Company to give effect to share transfer, transmission, etc.

Subsequent to the year end, Shareholders' Grievance Committee and Share Transfer Committee was renamed asStakeholder Relationship Committee in accordance with Section 178 of the Companies Act, 2013.

2010-11 D-469, Road No.9A, September 29, 2011 11.00 A.M.Vishwakarma Industrial Area,Jaipur - 302013



No Postal Ballot was conducted during the year. Noneof the resolutions proposed for the ensuing AnnualGeneral Meeting need to be passed by Postal Ballot.

i) Authorising Board of Directors to applyfor delisting of shares of the companyfrom Jaipur Stock Exchange Ltd. and/orMadras Stock Exchange Ltd.;

ii) Increasing remuneration of Smt. SnehaGoel, who was designated as Officer -Imports upto a limit of Rs.1,00,000/-

iii) Issuing 11,25,0000 Warrants convertibleinto equity shares on preferential basisto promoters.

i) Authorising Board of Directors to applyfor delisting of shares of the companyfrom Jaipur Stock Exchange Ltd. and/orMadras Stock Exchange Ltd.

i) Appointment of Smt. Anubha Gupta,W/o Shri Adarsh Mahipal Gupta asExecutive EDP;

ii) Authorising Board of Directors to applyfor delisting of shares of the companyfrom Jaipur Stock Exchange Ltd. and/orMadras Stock Exchange Ltd.

The Management Discussion & Analysis Reportfor the year ended March, 2014 is publishedseparately in this Report.

There are no related party transactions of theCompany of material nature with its Promoters,the Directors or the management, theirsubsidiaries etc. that may have potential conflictwith the interests of Company at large.

The Company is not regular in payment ofannual listing fee to Stock Exchanges wheresecurities of the Company are not traded viz.Jaipur Stock Exchange, Delhi Stock Exchangeand Madras Stock Exchange. The Company willpay the Listing Fee to Jaipur, Delhi and MadrasStock Exchange at the time of delisting fromthese stock exchanges. However, the Companyis regular in making payment to BSE & NSE inrespect ofAnnual Listing Fee and other chargesdue to Stock Exchanges.

The quarterly reviewed results of the Companyare announced within forty five days from theend of respective quarter and the auditedfinancial results are announced within twomonths from end of financial year. The resultsare published in The Financial Express(English) or Hindustan Times Mint (English)and Riwaj Rajasthan Ki (Hindi). The financialresults are displayed on the Company'swebsite - www.autopal.com.

The Company publishes notice of AnnualGeneral Meeting in one English Newspaper andone Hindi Newspaper. It also publishes recorddate and book closure dates in the saidnewspaper circulating in the city.

The Company issues news releases on

significant corporate decisions/ activities onfacebook at the following address: -

https://www.facebook.com/Autoliteindia

http://www.autopal.com

TheAnnual Report is circulated to the members.

The Company is regular in filing of variousreports, certificates, intimations, etc to the StockExchanges. This includes filing of audited andun-audited results, shareholding pattern,Corporate Governance Report, intimation ofBoard Meeting/ general meeting and itsproceedings.

The Company had appointed MCS Limited uptoSeptember 30, 2013 and then MCS ShareTransfer Agent Limited w.e.f. October 1, 2013as a Registrar and Transfer Agent who is alsoauthorized to take care of investors' complaints.The secretarial department also assists inresolving various investor complaints. TheCompany has created a separate e-mail [email protected] exclusively for theinvestors to communicate their grievances to theCompany.

Date and Time : September 29, 2014 at11.00 A.M.

Venue : D-469, Road No. 9A, VKIArea, Jaipur - 302013

The Company follows April - March as itsfinancial year. The results for every quarterbeginning from April, 2013 were declaredwithin the time period prescribed under theListingAgreement.

Results for the first quarter By mid ofending June 30, 2014 August'14

Results for the second By mid ofquarter ending November'14September 30, 2014

Results for the third quarter By mid ofending December 31, 2014 February'15

Audited Results for the By end of May' 15year ending March 31, 2015

Tuesday, September 23, 2014 to Monday,September 29, 2014 (both days inclusive)

The Directors have not recommended anydividend for the year ended on March 31, 2014.

1. Jaipur Stock Stock Exchange Building, JLN Marg, 2004-05 15Exchange Ltd. Malviya Nagar, Jaipur -302017

2. BSE Limited Phiroze Jeejeebhoy Towers 2014-15 500029Dalal Street, Mumbai - 400023

3. National Stock "Exchange Plaza", Bandra Kurla 2014-15Exchange of India Ltd. Complex, Bandra (East),

Mumbai - 400051

4. Delhi Stock Exchange DSE House, 3/1, Asaf Ali Road 2009-10 101023Ltd. New Delhi - 110002

5. Madras Stock Exchange Stock Exchange Building, 11, 2006-07 ATTLtd. Second Line Beach Post Box no. 183,

Chennai - 600001

BSE : 500029

NSE : AUTOLITIND

April-13 16.80 13.25 19622.68 18144.22 16.50 13.10 5962.30 5477.20

May-13 14.64 12.65 20443.62 19451.26 13.75 12.10 6229.45 5910.95

June-13 14.80 11.79 19860.19 18467.16 13.35 12.05 6011.00 5566.25

July-13 13.00 11.65 20351.06 19126.82 12.00 12.00 6093.35 5675.75

August-13 12.85 11.32 19569.20 17448.71 5808.50 5118.85

September-13 11.90 10.11 20739.69 18166.17 No Trading 6142.50 5318.90

October-13 12.59 10.60 21205.44 19264.72 12.05 11.00 6309.05 5700.95

November-13 16.00 10.55 21321.53 20137.67 14.85 11.05 6342.95 5972.45

December-13 20.25 15.35 21483.74 20568.70 18.80 15.50 6415.25 6129.95

January-14 21.95 17.00 21409.66 20343.78 19.70 16.50 6358.30 6027.25

February-14 17.80 15.00 21140.51 19963.12 17.00 14.15 6282.70 5933.30

March-14 19.70 15.50 22467.21 20920.98 19.80 15.35 6730.05 6212.25

For all matters relating to securities in dematerialized as well as physical form, the Company has appointedRegistrar & Share Transfer Agent, as detailed hereunder:

All requests for transfer/transmission of securities in physical form as well as requests for dematerialisation/re-materialisation are processed normally within a period of 3 to 4 weeks if the documents are completedin all respects.

1-500 1052036 7389 10.68% 89.51%

501-1000 345372 429 3.51% 5.20%

1001-2000 298406 196 3.03% 2.37%

2001-3000 167931 66 1.70% 0.80%

3001-4000 122385 34 1.24% 0.41%

4001-5000 148471 32 1.51% 0.39%

5001-10000 323562 43 3.28% 0.52%

10001 and Above 7395578 66 75.05% 0.80%

Indian Promoters 4776317 4749717 48.47

Foreign Promoters 0 0 0.00

Mutual Funds & UTI 16514 264 0.17

Financial Institutions/Banks 18100 17550 0.18

Central Govt/State Govt(s) 100 100 0.00

Foreign Institutional Investors 9720 100 0.10

Private Corporate Bodies 930787 920310 9.45

Indian Public 3860568 3345675 39.18

Clearing Members 6404 6404 0.06

NRI/OCB 25743 25543 0.26

Trust & Foundation 209488 209488 2.13

No. of shares held in dematerialized form in NSDL 6174577 62.66

No. of shares held in dematerialized form in CDSL 2703074 27.43

Physical form 578590 5.87

Shares allotted pursuant to conversion of warrants 397500 4.04issued on preferential basis but pending listing andadmission by Depositories

As on date, the above 397,500 shares are now listed at BSE & NSE and have been admitted by the Depositories.

Company has not issued any GDRs/ADRs during the year under review.

The Company had issued 1125000 warrants, convertible into equity shares within 18 months from thedate of their allotment, on October 16, 2013 to promoters on preferential basis. Out of the above 1125000warrants, promoters have exercised their option to convert 397500 warrants into equity shares and as onMarch 31, 2014, 727500 warrants are pending for conversion into equity shares.

D-469, Road No. 9AVishwakarma Industrial AreaJaipur-302013

Halogen Lamp Unit (100% EOU)E-527 to 529, RIICO Industrial Area, Tonk RoadSitapura, Jaipur (Rajasthan)

Machine Building DivisionParvati Nagar, Badarwas,Jaipur

I, Mahipal Gupta, Chairman & Managing Director of the Company hereby certify that the Board of Directorsand the Sr. Management Personnel have affirmed the compliance of the Code of Conduct of the Company for thefinancial year 2013-14.

To,

The Board of Directors,Autolite (India) Limited,Jaipur

This is to certify that:

a. We have reviewed Financial Statement and Cash Flow Statement for the year ended March 31, 2014 andthat to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading,

(ii) these statements together present a true and fair view of the Company's affairs and are in compliancewith existing accounting standards, applicable laws and regulations.

b. there are to the best of our knowledge and belief no transactions entered into by the Company during theyear which are fraudulent, illegal or violative of the Company's code of conduct.

c. We accept responsibility for establishing and maintaining internal controls and that we have evaluated theeffectiveness of the internal control systems of the Company pertaining to financial reporting and we havedisclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internalcontrols, if any, of which we are aware and the steps they have taken or propose to take to rectify thesedeficiencies.

d. We have indicated to the Auditors and the Audit Committee

(i) significant changes in internal control during the year.

(ii) significant changes in accounting policies during the year and that the same have been disclosed inthe notes to the financial statements,

We have examined the compliance of the conditions of corporate governance by Autolite (India) Limited for thefinancial year ended March 31, 2014 as stipulated in Clause 49 of the Listing Agreement of the said companywith stock exchanges.

The compliance of conditions of corporate governance is the responsibility of the management. Our examinationwas limited to procedures and implementation thereof, adopted by the company for ensuring the compliance ofthe conditions of the corporate governance. It is neither an audit nor expression of opinion on the financialstatements of the company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the above-mentioned ListingAgreement.

We state that no investor grievances as on March 31, 2014 were pending against the company for a periodexceeding one month as per the records maintained by the Shareholders'/ Investors' Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency or effectiveness with which the management has conducted the affairs of the company.

Dear Members,

Your Directors have pleasure in presenting their 37 th Report and audited accounts for financial year ended on March31, 2014.

Net Sales including Excise Duty 12240.84

Total Income after Excise Duty 11602.07

Total Expenses other than Interest, Depreciation & Tax 10937.24

Profit Before Interest, Depreciation & Tax (PBIDT) 742.09

Financial Expenses 294.20

Cash Profit/(Loss) 447.89

Depreciation 363.81

Net Profit/(Loss) before Tax and Extra-ordinary items 84.08

Provision for Tax 12.31

Extra-ordinary Gains/(Expenses) 0.00

Profit/(Loss) after Extra-Ordinary items 71.77

During the financial year ended on March 31, 2014, yourcompany achieved gross sales turnover of Rs. 12167.63Lacs as against Rs. 12240.84 Lacs during thecorresponding financial year ended on March 31, 2013thus maintaining the stagnant performance inspite ofoverall depressed industry scenario of automobilesegment. Company had earned net profit before tax andextra-ordinary items of Rs.80.49 Lacs as compared toRs. 84.08 Lacs in 2012-13. The Company achieved exportsales of Rs. 3670.73 Lacs during the year 2013-14 asagainst Rs. 3781.09 Lacs in 2012-13.

During the year under review, the Company has beengenerally regular in repayment of term loan installmentsand interest due to TATA Capital Financial ServicesLimited, Kotak Mahindra Bank and Electronica Finance

Limited and further it has availed Supplier BillDiscounting from SIDBI.

The Company had taken unsecured loan of Rs. 50 Lacsfrom Religare Finvest Limited during the year underreview and further the Company is regular in makingrepayment of dues.

The directors do not recommend any dividend for theyear under review.

During the year under review, the Board had made theallotment of 11,25,000 warrants of Rs. 14/- eachconvertible into 11,25,000 equity shares of Rs. 10/- eachat a premium of Rs. 4/- per equity share within a periodof 18 months from the date of allotment of warrants to

the promoters and their associates.

Further, out of above 11,25,000 warrants, 397,500warrants were converted into equity shares during thefinancial year 2013-14 upon receipt of full consideration.

The Auditors of the Company M/s H.C. Garg & Co.,Chartered Accountants, Jaipur, retire at the ensuingAnnual General Meeting and being eligible, offerthemselves for re-appointment.TheAudit Committee hasrecommended to the Board, the re-appointment of M/sH.C. Garg & Co, Chartered Accountants, Jaipur, thepresent Auditors of the Company as Statutory Auditorsof the Company from the conclusion of forthcomingAnnual General Meeting for a period of 3 years till theconclusion of 40th Annual General Meeting of theCompany to be held in 2017, subject to approval of theshareholders at the Annual General Meeting. The auditorshave furnished a certificate to the effect that the proposedre-appointment, if made, will be in accordance withSection 141 of the Companies Act, 2013.

Pursuant to the order No. 52/26/CAB-2010 dated 6thNovember, 2012 issued by the Ministry of CorporateAffairs (MCA), the Company has appointed M/S PRJ &Associates, Cost Accountants to carry out an audit of CostAccounting Records of the Company for the financialyear 2013 -14. The due date for filing the Cost AuditReport for the financial year 2013-14 with the Ministryof Corporate Affairs (MCA) is 180 days from the end ofCompany's financial year i.e. 27th September, 2014.

Further, the Board of Directors has appointed M/s PRJ& Associates, Cost Accountants, Jaipur as Cost Auditorsof the Company for the financial year 2014 -15. Yourdirectors have proposed the ratification of remunerationby the members payable to PRJ & Associates, CostAccountants.

1. Regarding the observations made by Auditors forthe Accounting Standard AS-22 (Accounting forTaxes on Income), we comment that the Company

is paying its tax liability calculated as per theprovisions of MAT under Section 115JB ofIncome Tax Act, 1961.The deferred tax assets andliabilities arises on account of timing differenceof some of the items which has been mentionedin the Income Tax Act and are notional itemswhich do not have any bearing on the profitabilityof the Company. Therefore, its impact is taken inthe books of accounts it will not have any bearingon any profitability of the Company. Further, thereis no convincing evidence of virtual certainty ofrealization of deferred tax asset arising out oftiming difference.

2. The Company has recognized export incentivereceivable on accrual basis as per prevailingprovisions of the export incentive schemesannounced by the Government of India for exportpromotion.The Company has availed export claimin the year 2013-14 pertaining to earlier years fromthe Government. For balance amount claim of Rs.308.68 Lacs, Company is in process of providingvarious documents, clarifications and explanationsas and when required by Government Authoritiesand Company hopes to get remaining claimssettled with the Government Authorities very soon.

3. With regard to the advance made to a companywhich is registered with Board for Industrial andFinancial Reconstruction (BIFR) against which noprovision was made, we wish to state that theCompany is doing job work exclusively forAutolite (India) Limited on regular basis for lastmany years and the manufacturing facilities areexclusively dedicated for the job work of Autolite(India) Limited. As Hon'ble BIFR has not passedthe order, the management is unable to quantifythe sacrifice which the Company may have tomake. The Company will recover the amount asper the scheme as and when sanctioned by Hon'bleBIFR and remaining amount will be written offin due course.

4. Regarding the observations made by Auditors forclaim receivable of Rs. 90 Lacs, we comment that

Company has lodged claims of development costand also the supplies against Pal Peugeot Limited,Mumbai with receiver/ Official Liquidatorattached to Bombay High Court. The Claim isunder process and the Company hopes to get theamount of claims on final decision of BombayHigh Court in respect of settlement of claimsagainst Pal Peugeot Limited. Further, Companyhas filed criminal suit in the court against MeghaEnterprises for loss of duty free license benefitand hopes to recover the same. Based on the legalopinion, Management is of the view that Companyshall be able to recover the amount in near futureand as such it was recognized as claims receivable.

5. Regarding the observations made by Auditors forthe Accounting Standard AS-26 (IntangibleAssets), we comment that the Company hadtreated new export development expenses throughparticipation in Foreign Trade Fairs, New productdevelopment and technical know how as deferredrevenue expenses whose benefit shall accrue tothe Company over a period of time. Hence,management had treated these expenses asdeferred revenue expenses which are to beamortized in subsequent five years. Now, due tochange in Accounting Standard on DeferredRevenue Expenditure issued by The Institute ofChartered Accountants of India, the DeferredRevenue Expenditure are to be booked in full inthe year of its incurrence of the expenditurewithout any carry forward for future period.Deferment of DRE is now not allowed as perchange in Accounting Standard. During the year,the Company has not booked any expenditure onDRE account and also proportionately writing offthe earlier years DRE in the books of accounts.However, balance of earlier years DRE for writingoff remained Rs. 199.39 Lacs which Companyshall write off in the financial year 2014-15.

6. Due to liquidity constraints, there has been delayin depositing TDS, PF and ESI dues with theappropriate authorities during the period under

review. However, the delay was not for the periodexceeding six months.

7. With regard to recovery of loans from partiescovered under Section 301 of the Companies Act,1956, the Company is under the process ofrecovery of the amount of advances andManagement is confident to recover the saidamount in phased manner from the respectiveparties in future.

There was no change in composition of Board ofDirectors during the financial year 2013-14. As per theprovisions of newly applicable Companies Act, 2013,Shri Kuldeep Kumar Gupta will retire by rotation at theensuingAnnual General Meeting (AGM) of the Companyand being eligible seeks re-appointment. To comply withthe provisions of Section 149 and other applicableprovisions of Companies Act, 2013, the Board hasrecommended appointment of Shri Suraj Prakash Batra,Shri Rajendra Singh Mehta and Shri Gauri Shankar Dasas Independent Directors of the Company for the periodof five years as mentioned in the notice of the forthcomingAnnual General Meeting.

A report on Corporate Governance along with a certificatefrom the Statutory Auditors of your company regardingcompliance of conditions of Corporate Governance isannexed and forms part of this annual report.

Your Company did not accept any new fixed depositsfrom general public during the year under review.Regarding the overdue deposits, the Company Law Boardhas passed an order on April 27, 2011 directing thecompany to repay the outstanding deposits along withoutstanding interest upto March 31, 2013. The Companyhas paid the entire fixed deposits along with interest tothe fixed deposit holders in compliance of the order of

Company Law Board by dispatching cheques to the fixeddeposit holders before March 31, 2013 and entire amountis kept in separate bank account to meet the liability. Outof cheques amounting to Rs. 92.67 Lacs sent to fixeddeposit holders, cheques amounting to Rs. 21.11 Lacsgot cleared within financial year 2013-14 and chequesamounting to Rs. 71.56 were either returned undeliveredto the Company or are with fixed deposit holders. TheCompany has maintained the amount in a separate Bankaccount for remaining repayment of fixed deposits andinterest amount. Further, the Company had filed anapplication with Company Law Board seeking directionsin this regard for which Hon'ble CLB has directedRegistrar of Companies, Rajasthan, Jaipur in June, 2014for examination and decision for the balance amount keptin separate bank account on this account.

Pursuant to Section 217 (2AA) of the Companies Act,1956, the Directors confirm that:

1. In the preparation of the annual accounts, theapplicable accounting standards have beenfollowed along with proper explanation relatingto material departures;

2. The Directors have selected such accountingpolicies and applied them consistently and madejudgments and estimates that are reasonable andprudent so as to give a true and fair view of thestate of affairs of your company at the end of thefinancial year and of the profit of your companyfor that period;

3. The Directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of thisAct for safeguarding the assets of your companyand for preventing and detecting fraud and otherirregularities;

4. The Directors have prepared the annual accountson a going concern basis.

Financial Statements and other documents of thesubsidiary company viz. Autopal Inc. USA are annexedpursuant to the provisions of Section 212 of theCompanies Act, 1956.

Information on conservation of energy, technologyabsorption, foreign exchange earnings and outgo requiredto be given pursuant to Section 217 (1)(e) of theCompanies Act, 1956 read with the Companies(Disclosure of Particulars in the Report of the Board ofDirectors) Rules, 1988 is annexed hereto and forms partof this Report.

Industrial relations during the year under review remainedcordial in all divisions of the company.

None of the employees falls under the purview of Section217 (2A) of the Companies Act, 1956, read with theCompanies (Particulars of Employees) Rules, 1975.

Your Directors acknowledge with deep sense of gratitudethe co-operation extended and guidance provided by theFinancial Institutions, Banks, Government Departmentsand LocalAuthorities and look forward to their continuedsupport. Your Directors are also grateful to the customers,suppliers and business associates of your company fortheir trust and support. Also, your Directors would liketo appreciate the commitment, dedication and hard workput in by every employee of your company. Last but notthe least, your Directors are deeply grateful for theconfidence and faith shown by the members of thecompany in them.

The company has taken adequate measures for propercontrol on fuel and electricity consumption in themanufacturing process. Company ensures to add newmachines for the manufacturing process which are highenergy efficient. As the company does not come underthe power intensive industry category, the details ofpower and fuel consumption are not given.

a) Development of Fog Lamp with H11 bulbusing New Regulation Requirement FO3.

b) Development of High power LED work lamp,using Aluminium dicasting Housing for theConstruction and mining and other generallighting purpose.

c) Rear combination Lamp and Head Lamp inBMC in Surface Mount Device (SMD) LED.

d) Existing Product Face lifting by convertingthem into LED Lamps.

a) It will help in capturing new marketopportunities in emerging technology i.e.LED Automotive Lamps.

b) Increase in plastic moulding capacity will helpin capturing market trend from conventionalsheet metal lights to plastic lamps.

c) It will support in identifying Customers' needand development of innovative new products.

d) It will help in increasing productivity by VA-VE Analysis.

e) It will help in enhancement of sales henceprofitability of the Company.

f) It will enhance brand image and gainreputation as innovative product offering.

a) Development of complete range of lightingfor new generation car segment.

b) To increase the business volume of plasticheadlamp.

c) Focus on more automation in assembly line.

d) To install automatic production line ofHalogen Bulb H7, H8, H9 and H11 series.

e) Development of LED bulbs.

f) Development of Hand search lamp.

(a) Capital 00.00

(b) Recurring 63.76

(c) Total 63.76

(d) Total R & D expenditure as a % 0.52%age of total turnover

a) Glass Lens hardening process added forimproved product life cycle.

b) Microprocessor based moulding M/C addedwith separate moulding division for expansionin thermoplastic component moulding area.

c) New technology for plastic headlampmanufacturing.

d) Cost Reduction by import substitution andmetal and rubber being replaced by plasticmaterial.

e) Automation of different manufacturingprocesses.

a) Less dependency on manual power due toautomation process.

b) Improvement in quality and productivity.

c) Increase in product life.

d) Increase in OEM, Export & Replacementmarket share.

e) Competitive pricing & edge due to costreduction

f) Increase in company's brand image.

g) New business opportunity

h) Improvement in top and bottom line

(a) Technology imported Not applicable

(b) Year of Import Not Applicable

(c) Has technology been Not Applicablefully absorbed

(d) If not fully absorbed, areas Not Applicablewhere this has not takenplace, reasons therefore andfuture plans of action

Exports (FoB) 3629.30

Import of Raw Material (CIF) 777.93

Capital Goods 18.56

Travelling 11.43

Commission 62.97

Others 1.74

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Holding company's interest in theSubsidiary Companies:

1 Name of the company Autopal Inc.

2 Financial year ended on March 31, 2014

3 The extent of the holding company's interest in the subsidiary a) No. of equity shares Held:at the end of the financial year of the subsidiary 6 (US $ 10,000 each)

b) %age of shareholding: 100%

4 The net aggregate amount of the Profit/(Loss) of the subsidiaryso far as it concerns the members of the company, and

a) is not dealt with in the company's account of thesubsidiary's profit after deducting loss

Profit: US $ 4,383/-

* For previous financial years since it became Profit: US $ 52,347/-subsidiary (after dividend)

b) is dealt in the company's accounts :*For the financial year ended on 31-03-14 Nil*For previous financial years since it became subsidiary Nil

5 Changes in the interest of the company between the end of the Nonefinancial year of the subsidiary and 31-03-2014

6 Material changes between the end of the financial year of the Nonesubsidiary and 31-03-2014 in the subsidiary's fixed assets,investments and moneys lent/borrowed from them.

We have audited the accompanying financial statementsof Autolite (India) Limited (�the Company�), whichcomprise the Balance Sheet as at March 31,2014 andthe Statement of Profit and Loss and Cash FlowStatement for the year then ended, and a summary ofsignificant accounting policies and other explanatoryinformation.

Management is responsible for the preparation of thesefinancial statements that give a true and fair view of thefinancial position, financial performance and cash flowsof the Company in accordance with the AccountingStandards referred to in sub-section (3C) of section 211of the Companies Act,1956 (�the Act�).Thisresponsibility includes the design, implementation andmaintenance of internal control relevant to thepreparation and presentation of the financial statementsthat give a true and fair view and are free from materialmisstatement, whether due to fraud or error.

Our responsibility is to express an opinion on thesefinancial statements based on our audit. We conductedour audit in accordance with the Standards on Auditingissued by the Institute of Chartered Accountants ofIndia. Those Standards require that we comply withethical requirements and plan and perform the audit toobtain reasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain auditevidence about the amounts and disclosures in thefinancial statements. The procedures selected dependon the auditor�s judgment, including the assessment ofthe risks of material misstatement of the financialstatements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internalcontrol relevant to the Company�s preparation and fairpresentation of the financial statements in order todesign audit procedures that are appropriate in the

circumstances. An audit also includes evaluation theappropriateness of accounting policies used and thereasonableness of the accounting estimates made bymanagement, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for ourqualified audit opinion.

.

We draw attention to Annexure to the Auditor�s ReportPara No. IX(a) that the company is not regular indepositing its statutory dues with appropriateauthorities. Our opinion is not qualified in respect ofthis matter.

1. As required by the Companies (Auditor�sReport) Order, 2003 (�the Order�) issued by theCentral Government of India in terms of sub-section (4A) of section 227 of the Act, we givein the Annexure a statement on the mattersspecified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, Wereport that:

(a) we have obtained all the information andexplanations which to the best of ourknowledge and belief were necessary forthe purpose of our audit;

(b) in our opinion proper books of accountas required by law have been kept by theCompany so far as appears from ourexamination of those books;

(c) the Balance Sheet, Statement of Profit andLoss, and Cash Flow Statement dealt withby this Report are in agreement with the

books of account;

(e) on the basis of written representationsreceived from the directors as on March31, 2014 and taken on record by the Boardof Directors, none of the directors isdisqualified as on March 31,2014 frombeing appointed as a director in terms ofclause (g) of sub-section (1) of section274 of the companies Act,1956.

(f) Since the Central Government has notissued any notification as to the rate atwhich the cess is to be paid under Section441A of the Companies Act, 1956 nor hasit issued any Rules under the said section,prescribing the manner in which such cessis to be paid, no cess is due and payableby the Company.

For

(Referred to in our Report of even date)

(i) (a) The Company has maintained properrecords showing full particulars, includingquantitative details and situation of fixedassets. No fixed assets register has beenmaintained for dies and tools up to 31.3.98.

(b) These fixed assets have been physicallyverified by the management at reasonableintervals. No material discrepancies werenoticed on such verification.

(b) Substantial Part of fixed assets has notbeen disposed off during the year.

(ii) (a) Physical verification of inventory has beenconducted at reasonable intervals by themanagement.

(b) The procedures of physical verification ofinventory followed by the management arereasonable and adequate in relation to thesize of the Company and the nature of itsbusiness.

(c) The Company has maintained properrecords of inventory. No materialdiscrepancies were noticed on physicalverification.

(iii) (a) The Company has granted loans, securedor unsecured to companies, firms or otherparties covered in the register maintainedunder section 301 of the Act. The numberof parties are 5 (Five) and amount involvedin the transaction is Rs. 454.77 Lacs.

(b) The rate of interest and other terms andconditions of loans given by the Company,secured or unsecured, are prima facieprejudicial to the interest of the Company.

(c) The Company is not regular in recovery ofPrincipal and Interest in respect of loansgiven.

(d) Reasonable steps have not been taken bythe Company for recovery of the principaland interest.

(e) The Company has not taken unsecuredloans from the companies, firms or otherparties covered in the register maintainedunder section 301 of the Act. Accordinglyclause (iii) (f) and (g) of the Companies(Auditor�s Report) Order 2003 are notapplicable.

(iv) In our opinion and according to information andexplanations given to us, there are adequateinternal control procedures commensurate withthe size of the Company and the nature of thebusiness; for the purchase of inventory and fixedassets and for the sale of goods. Further, thereis no continuing failure to correct majorweaknesses in internal control system.

(v) (a) According to the information andexplanations given to us, we are of theopinion that the transactions that need tobe entered into a register in pursuance ofSection 301 of the Act have been enteredin the register required to be maintainedunder that section.

(b) In our opinion and according to theinformation and explanations given to us,the transactions made in pursuance ofcontracts or arrangements entered in theregister maintained under Section 301 ofthe Companies Act, 1956 and exceedingthe value of rupees five lacs in respect ofany party during the period have been madeat prices which are reasonable having

regard to prevailing market prices at therelevant time except in cases where nocomparison was possible in the case ofthose materials and services where we wereinformed, there is no alternative source ofsupply.

(vi) As informed to us, during the year, the Companyhas not accepted deposits from the public. ForDeposits accepted in earlier years the directivesissued by the Reserve Bank of India and theprovisions of sections 58A and 58AA or anyother relevant provisions of the Act and the rulesframed there under, have been complied withexcept for repayment of deposits on due dates.An order has been passed by the Company LawBoard on 27.4.2011 for repayment of dues alongwith interest in phased manner till Financial Year2012-13. The Company has made completepayment to FDR holders in compliance of thesaid order except Rs 71.56 Lacs against whichseveral Cheques/ DD returned undelivered andseveral Cheques not deposited by FDR Holders.The company has kept said amount in a separatebank account to meet the liability. Further thecompany has filed an application before theCompany Law Board seeking direction in thisregard.

(vii) In our opinion the Company has an internal auditsystem commensurate with its size and natureof its business.

(viii) The Central Government has prescribedmaintenance of Cost records under Section209(1)(d) of the Companies Act, 1956 in respectof manufacturing activity of the Company. Wehave broadly reviewed the accounts and recordsof the Company in this connection and are ofthe opinion, that prima facie, the prescribedaccounts and records have been made andmaintained. We have not, however, carried outa detailed examination of the same with a viewto determine whether they are accurate orcomplete.

(ix) (a) According to the books and records asproduced and examined by us inaccordance with the generally acceptedAuditing practices in India and also basedon management representations, theCompany is not regular in depositingundisputed statutory dues. However, thereis no undisputed statutory dues as at31.3.2014 outstanding for a period of morethan six months from the date they becomepayable except bonus for Rs. 8.20 Lacs.

(b) According to the information andexplanations given to us and records of thecompany examined by us the dues of salestax/income tax/custom duty/ wealth tax/excise duty/cess which are disputed and thedetails for which are given as under:

1. Central Excise Act Excise Duty 3.53 High Court242.78 Central Excise & Service

Tax Appellate Tribunal.70.28 Commissioner (Appeals),

Central Excise, Jaipur.

(x) The accumulated losses of the Company as perBalance Sheet as at 31.3.2014 are less than fiftyper cent of its net worth. The Company hasneither incurred cash losses in financial yearended on 31.3.2014 nor it has incurred cashlosses in immediately preceding financial year.

(xi) According to the information and explanationsgiven to us, the Company has not defaulted inrepayment of dues to financial institutions,banks or debenture holders.

(xii) According to information & explanations givento us, the Company has not granted any loansand advances on the basis of security by way ofpledge of shares, debentures and othersecurities.

(xiii) Considering the nature of activities carried onby the Company during the year, provisions ofany special statute in respect of chit fund nidhi/mutual benefit fund/societies are not applicableto it.

(xiv) In our opinion and according to information andexplanations given to us, the Company has notdealt or traded in shares, securities, debenturesor other investments during the year.

(xv) The Company has not given any guarantee forloans taken by others from bank or financialinstitutions during the year.

(xvi) The Company has taken Term Loan of Rs. 100

Lacs from Kotak Mahindra Bank during theyear. The said loan was applied for the purposefor which it was obtained.

(xvii) On the basis of review of utilization of fundswhich is based on overall examination of theBalance sheet of the Company, relatedinformation as made available to us and asrepresented to us by the management, the fundsraised on short term basis have not been usedfor long term investments.

(xviii) The Company has made preferential allotmentof shares to parties covered in the Registermaintained under section 301 of the Act duringthe year and the price at which shares have beenissued is not prejudicial to the interest of theCompany as these shares are allotted as perSEBI Guidelines.

(xix) The Company has not issued any debenturesduring the year.

(xx) The Company has not raised any money throughpublic issue during the year.

(xxi) As per the information and explanations givento us, and on the basis of our examination ofbooks and records carried out in accordancewith generally accepted auditing practices, nofraud on or by the Company was noticed orreported during the year, nor have we seen andinformed of any such case by the management.

For

As at 31st MARCH,

2013 (Rs. in Lacs) Share Capital 3 986.10 946.35 Reserves and Surplus 4 2,306.76 2,227.74 Money received against share warrants 25.47 � � � Long-term borrowings 5 469.08 541.75 Deferred tax liabilities (Net) � � Other Long- term liabilities � � Long-term provisions 6 174.82 165.15 Short-term borrowings 7 655.47 646.87 Trade payables 8 1,125.25 1,370.10 Other current liabilities 9 1,925.80 1,079.52 Short-term provisions 10 78.29 68.53 7,046.01

Fixed Assets 11 Tangible assets a 1,986.34 2,003.09 Intangible assets b 24.00 40.80 Capital work-in-progress c � 42.63 Intangible assets under development d � � Non-current investments 12 88.69 109.54 Deferred tax assets (Net) � � long-term loans and advances 13 954.21 916.06 Other non-current assets 14 631.24 852.40 Current investments � � Inventories 15 1,068.18 980.89 Trade receivables 16 2,094.73 1,160.61 Cash and Bank Balances 17 161.32 223.27 Short-term loans and advances 18 667.68 640.93 Other current assets 19 70.65 75.79 7,046.01

For the Year Ended

31st March, 2013 (Rs. in Lacs)

Revenue from operations (Gross) 22 12,240.84Less: Excise duty (904.64)Revenue from operations (Net) 11,336.20

Other Income 23 265.87 11,602.07 Expenses:

Cost of materials consumed 24 5,533.69Purchases of Stock-in-Trade 2,192.76Changes in inventories of finished goods 25 383.51work-in-progress and Stock-in-TradeEmployee benefits expenses 26 946.02Finance costs 27 294.20Depreciation and amortization expenses 28 363.81Other expenses 29 1,804.00 11,517.99

84.08

Exceptional items � � 84.08 Extraordinary items � � 84.08 Tax expense

(1) Current tax 30 12.31(2) Deferred tax � 0.00

71.77

Profit/(Loss) from discontinuing operations � � Tax expense of discontinuing operations � � Profit/(Loss) from Discontinuing � �

operations (after tax) (XII-XIII) 71.77 Earnings per equity share: {Nominal value per share Rs.10/-}

(1) Basic 0.76(2) Diluted 0.76

Autolite (India) Limited, Jaipur, is a manufacturerand Exporter of Automotive Head lamps andHalogen lamps. Company�s product is exportedto more than 50 countries. Company is supplyingits product to leading OEM i.e Tata Motors,Mahindra & Mahindra, Swaraj Mazda, EscortYahama, Ashoka Leyland, V.E Commercial, etc.and supplying in India in replacement marketthrough its Dealer Distributors Network. Companyhas been awarded �STAR EXPORT HOUSE�status by Ministry of Commerce, Government ofIndia. The company�s equity shares are activelytraded on the Bombay Stock Exchange Ltd. andNational Stock Exchange Ltd.

These financial statements have beenprepared in accordance with the generallyaccepted accounting principles in India underthe historical cost convention on accrualbasis. These financial statements have beenprepared to comply in all material aspectswith the accounting standards notified undersection 211(3C) [Companies(AccountingStandards) Rules 2006 as amended] and theother relevant provisions of the companiesAct 1956.

All assets and liabilities have been classifiedas current or non-current as per theCompany�s normal operating cycle and othercriteria set out in the Schedule VI to theCompanies Act, 1956.

All tangible assets are stated in the BalanceSheet at Cost. The Company capitalizes allcosts related to fixed assets acquisitions andinstallations.

Business Application Software intended forLong Term use is recorded at acquisition cost.These software�s are amortized over theirestimated useful life of 30 months.

(a) Depreciation is provided as per ratesspecified in Schedule XIV of theCompanies Act, 1956 on straight linemethod for 100% EOU Unit, Bulb &Capsule Division, Dies & MouldsDivision & Machine Building Divisionand written down value method for HeadLamp Division on single shift basis.

(b) Depreciation is provided on pro-ratabasis from the month in which assetscome into operation and depreciation forthe month of sale is ignored.

(c) No depreciation is provided on FreeholdLand, Lease hold land and Well.

(a) Raw Material, Stores & Spares, Work inProcess are valued at landed cost or netrealizable value, whichever is lower

(b) Finished goods are valued at Cost or Netrealizable value, whichever is lower.

(c) The cost of imported Raw Materialincludes custom duties and other directexpenditure.

(d) Inventories have been valued on first infirst out basis.

(a) Export sales are accounted for at theactual rates prevailing at the time ofnegotiation of Bills. Those bills whichare not negotiated are accounted for atthe rates prevailing on Balance Sheetdate.

(b) Expenditure in Foreign Currency isaccounted for at the rates prevailing onthe date of transaction.

(c) Cost of Imported material is convertedto Indian Currency at the rate prevailingon the date of debiting such transactionby the Bank.

(d) CurrentAssets and Current Liabilities areaccounted for at the rates prevailing asat the Balance sheet date.

Sales are inclusive of Excise Duty butexclusive of Sales Tax and Trade Discount.Sales is inclusive of inter-unit transfer whichis Rs. 1191.39 Lacs. (Rs.1270.66 Lacs)

Export Sales are inclusive of Freight &Insurance wherever the terms are of CIF/C&Fbasis.

Export Sales are accounted on the date ofremoval of goods from Factory.

Interest income is recognized on a timeproportion basis taking into account theamount outstanding and the rate applicable.

Income from duty drawback and Export

incentives are recognized on accrual basis.

Dividend income is recognized when the rightto receive dividend is established.

Expenditure in respect of New Export MarketDevelopment through participation in�Foreign Trade Fair �, New ProductDevelopment and Technical Know how aretreated as deferred revenue expenditure andare amortized in subsequent five years.

(1) The Company has Defined ContributionPlan for its Employees RetirementBenefits comprising of Provident Fundand Employees State Insurance Fund.The Company and eligible employeesmake monthly contribution to the abovementioned funds at a specifiedpercentage of the covered employee�ssalary. The Company recognizes itscontributions as expenses of the year inwhich the liability is incurred.

(2) The Company has Defined Benefit Plancomprising of Gratuity Fund and LeaveEncashment. The liability for Gratuityand Leave Encashment is determined onthe basis of independent actuarialvaluation done at year end. There are noPlan Assets in respect of the above asboth are non-funded.

The Company has taken a policy fromThe National Insurance Co.Ltd. To coverthose employees which are not coveredin E.S.I.C Act. Premium paid/payableduring the year is charged to Profit andLossAccount.

Investments are valued at cost. Provision fordiminution in the value of long terminvestments is made, only if such decline isother than temporary.

Income tax expenses comprise current tax anddeferred tax charge or credit. Provision forcurrent tax is made on the assessable incomeat the tax rate applicable to the relevantassessment year. The deferred tax asset anddeferred tax liability is calculated by applyingtax rate and tax laws that have been enactedby the balance sheet date. Deferred tax assetsarising mainly on account of brought forwardlosses and unabsorbed depreciation under taxlaws are recognized, only if there is a virtualcertainty of its realization supported byconvincing evidence. Deferred tax assets onaccount of other timing differences arerecognized, only to the extent there is areasonable certainty of its realizations. Ateach Balance Sheet date, the carrying amountof deferred tax assets is to be reviewed toreassure realization.

For assets taken on operating lease, leaserentals payable are charged to revenue.

Borrowing cost on working capital is chargedagainst the Profit/Loss for the year in whichit is incurred. Borrowing cost that isattributable to the construction/acquisition offixed assets are capitalized as part of the costof these capitalized assets till the date ofcompletion of physical construction/mechanical completion of the assets.

The carrying amount of assets are reviewedat each Balance Sheet date if there is anyindication of impairment based on internal/external factors. An Asset is treated asimpaired when the carrying amount of theasset exceeds the recoverable amount. Animpairment loss is charged to the Profit andLossAccount in the year in which an asset isidentified as impaired. The impairment lossrecognized in prior accounting periods isreversed if there has been change in theestimate of the recoverable amount.

The Company recognizes a provision wherethere is a present obligation as a result of apast event that probably requires an outflowof resources and a reliable estimate can bemade of the amount of the obligation. Adisclosure for a contingent liability is madewhen there is a possible obligation or apresent obligation that may, but probably willnot, require an outflow of resources. Wherethere is a possible obligation or a presentobligation that the likelihood of outflow ofresources is remote, no provision ordisclosure is made. Contingent assets areneither recognized nor disclosed. Provisions,contingent liabilities and contingent assets arereviewed at each balance sheet date

In the cash flow statement, cash and cashequivalents includes cash in hand, demanddeposits with banks, other short-term highlyliquid investments with original maturities ofthree months or less.

As at 31st March, 2013 (Rs. in Lacs)

3,00,00,000 Equity Share of Rs.10/- each 3,000.00

1,00,00,000 Redeemable preference shares of Rs.10/- each 1,000.00

Issued ,Subscribed and Paid Up:98,53,741 (94,56,241) Equity Shares of Rs.10/- each 945.62

Add: Share Forfeiture 0.73

946.35

Equity Shares :-

Balance as at the beginning of the year 94,56,241 94,56,241 945.62

Add: Shares issued during the year 3,97,500 � 0.00

Balance as at the end of the year 98,53,741 94,56,241 945.62

Add: Share Forfeiture 0.73

946.35

Equity Shares: The Company has one class of equity shares havinga par value of Rs.10/- per share. Each Shareholder is eligible forone vote per share held. The dividend proposed by the Board ofDirectors is subject to the approval of the shareholders in theensuing Annual General Meeting, except in case of interimdividend. In the event of liquidation ,the equity shareholders areeligible to receive the remaining assets of the Company afterdistribution of all preferential amounts in the proportion to theirshare holding.

Balance as at the beginning of the year 814.62

Less: Transfer to Statement of Profit and Loss 0.03

814.59

25.00

Balance as at the beginning of the year 3,633.14

Add: Addition During the year 0.00

3,633.14

496.05

3.40

1.21

Balance as at the beginning of the year (2,817.42)

Less: Profit for the year 71.77

(2,745.65)

2,227.74

Working Capital demand Loans from Kotak Mahindra Bank 0.00 47.31Limited Account No 0271TL0100000012

Working Capital demand Loans from Kotak Mahindra Bank 72.89 0.00Limited Account No 0271TL0100000117

1. Secured by way of First and exclusive charge on all existing

and future current assets/ movable assets and plant andmachinery of the Company 2.Secured by way of equitablecharge on the land & building situated at VKI Area Jaipur



1. Tata Capital Financial Services Limited 335.71

Terms of Repayment : Repayable in 56 monthly installmentsalong with interest after a moratorium of 4 monthsbeginning from 20/07/2013Nature of security : First paripassu charge on land and buildingsituated at E-527 to 529 RIICO industrial Area, Sitapura, Jaipurwith SIDBI in the name of the borrower having a market valueof Rs. 20.62 crores and irrevocable & unconditional personalguarantee of Shri Amit Mahipal Gupta and Shri Adarsh Mahipal Gupta

2. Electronica Finance Limited Account No 114-017469-000201-01 83.61Terms of Repayment : Repayable in 59 equal monthly installmentsbeginning from 15/06/2012Nature of Security: Secured by hypothecation of machines purchasedand personal guarantee of Shri Adarsh Mahipal Gupta

3. Electronica Finance Limited Account No. 114-017469-000201-03 45.34Terms of Repayment : Repayable in 59 equal monthly installmentsbeginning from 15/12/2012Nature of Security: Secured by hypothecation of machines purchasedand personal guarantee of Shri Adarsh Mahipal Gupta

4. Kotak mahindra prime limited vehicle loan account no CF6070345 3.49Terms of Repayment : Repayable in 60 equal monthly installmentsbeginning from 17/06/2010




8. Kotak mahindra prime limited vehicle loan account no CF8206420 3.59Nature of security : Vehicle Term Loan are secured by way ofhypothecation of vehicle financed by Kotak Mahindra Prime Limited

9. Volkswagen Finance Car Loan Account No. 20131039854 �Terms of Repayment : Repayable in 35 equal monthlyinstallments beginning from 16/11/2013

Nature of security : Vehicle Term Loan are secured byway of hypothecation of vehicle financed byKotak Mahindra Prime Limited


10. Kotak Mahindra Prime Ltd. Vehicle loan Account No CF9816600 �Terms of Repayment : Repayable in 36 equal monthlyinstallments beginning from 10/12/2013Nature of security : Vehicle Term Loan are secured by way ofhypothecation of vehicle financed by Kotak Mahindra Prime Limited

Term Loans :-

From Others: -

Religare Finvest Limited SME Loan A/c No. XSMEJAI00042068 14.57Terms of Repayment : Repayable in 24 Equal Monthlyinstallments starting from 01/07/2012

Religare Finvest Limited SME Loan A/c No. XSMEJAI00049731 0.00Terms of Repayment : Repayable in 36 Equal Monthly installmentsstarting from 01/12/2013

Nature of Security : Unsecured

541.75

Provision for Employees Benefits :-

Gratuity 136.33

Leave encashment 28.82

165.15

Packing Credit Limit from Kotak Mahindra Bank Limited 599.99

Overdraft from Kotak Mahindra Bank Limited �

1. Secured by way of First and exclusive charge on all existing andfuture current assets/ movable assets and plant and machinery ofthe Company 2.Secured by way of equitable charge on the land &building situated at VKI Area Jaipur

Overdraft from Syndicate Bank Limited 46.88

1. Secured against Bank FDR

646.87


a) Dues of micro, small & medium enterprises ( Refer Note 37 ) � �

b) Others 1,370.10

1,370.10

Working Capital demand Loan from Kotak mahindra bank limitedAccount No 0271TL0100000012 70.80

Working Capital demand Loan from Kotak mahindra bank limitedAccount No 0271TL0100000117 0.00

Small Industries Development Bank of India 69.86

Terms of Repayment : Repayable after 90 days from the dateof bill discounting

Nature of Security: Secured by way of equitable mortgage of allimmovable properties of the borrower both present and future includingfactory shed ,building and structure theron situated at E-527 to 529,RIICO Industrial Area, Sitapura, Jaipur along with Tata capital FinancialServices Limited on pari passu basis

Tata Capital Financial Services Limited 64.29

Religare Finvest Limited SME Loan A/c No. XSMEJAI00042068 52.10

Religare Finvest Limited SME Loan A/c No. XSMEJAI00049731 0.00

Electronica Finance Limited 114-017469-000201-01 12.78

Electronica Finance Limited 114-017469-000201-03 6.00

Kotak Mahindra Prime Limited vehicle loan account No CF6070345 2.53



Terms of Repayment : Repayable in 60 equal monthly installmentsbeginning from 29/03/2010





Kotak Mahindra Prime Limited vehicle loan account no CF8206420 2.36


Kotak Mahindra Prime Limited vehicle loan account no CF9816600 0.00


0.00


Nature of security : Term Loan from others are secured by way ofhypothecation of vehicle financed by them.

0.00



0.00



0.00



0.00




0.00



0.00



Volkswagen Finance Car Loan Account No. 20131039854 0.00


Nature of security : Vehicle Term Loan are secured by way ofhypothecation of vehicle financed by Kotak Mahindra Prime Limited

Unpaid matured deposit 26.61

Interest accrued and due on unpaid matured deposits 66.06

Sundry Creditors (others) 219.94

Advance from Customers 124.85

Outstanding Liabilities 272.31

Government Dues 43.60

Security Deposit from Staff 10.69

Security From Dealers & Distributors 27.61

1,079.52

Provision for Income Tax 17.50

Provision for Employees Benefits :-

Gratuity 39.72

Leave encashment 11.31

68.53


Fully paid equity shares at cost of Limited Companies.

(i) Autopal Industries Limited, Jaipur 0.03

100 Shares @ 25/- each

Fully paid up 6 Equity Shares of US$ 10,000 18.92each of Autopal Inc. USA a wholly owned subsidiary

MAMRAJ SONS AUTO LIMITED 0.0070000 Shares @ 10 each

(i) IDBI BANK LIMITED160 Shares @ 81.25 incl. Bonus Shares 0.13

ii) Palsoft Infosystems Limited, Jaipur501300 Shares @ 20/- each 100.26

10 Shares @ 10/- each

Fully paid up Equity Shares at cost of Limited Companies

(i) Anusika Industries Limited, Jaipur2800 Shares @ 50 each 1.40

Less :- Provision For Diminution In Value of Investments (11.20)

109.54

100.42

90.61

20.32

11.20


CapitalAdvances:-

To Related parties 71.19

To Others 50.59

Others loans & advances :-

To Suppliers 0.00

To Others 98.24

To firms or private companies in which any director is a partner or 96.00a director or a member

Security Deposits with Govt./Semi Govt.Departments 24.19

CapitalAdvances :-

To Others 37.20

Less : Provision For Doubtful loans & Advances (27.90)

Others loans & advances :-

To Related parties 560.03

To Others 26.08

Less : Provision For Doubtful loans & Advances (19.56)

916.06

Excise duty under claim 39.04

Demand Under Dispute 17.95

Claim receivables (including Cenvat,Service tax & sales tax receivables) 566.66

Fixed deposit with bank with maturity period more than twelve month 29.35

(Out of which FDR Pledged with Banks Rs.25.82 Lacs (Rs.29.82 Lacs ) )

Deferred Revenue Expenditure 129.51 199.40

852.40


Raw Materials,Stores & Packing Material 578.80{(includes in transit Rs.7.90 Lacs) (31.03.2013:- Rs.9.7 Lacs)}Work-in-Progress 248.61Finished Goods 138.14Stock- in- trade 15.34

980.89

Outstanding for a period exceeding 6 Months from the 258.82date they are due for paymentOthers 714.34Outstanding for a period exceeding 6 Months from 45.52the date they are due for paymentOthers � �Less:- Provisions for Doubtful Debts (45.52)

Outstanding for a period exceeding 6 Months fromthe date they are due for payment

Debts due by firms or private companies in which any director is 187.45a partner or a director or a member

Less:- Provisions for Doubtful Debts � � 1,160.61

Cash on hand 35.03Bank Balances :-In current accounts 98.20(Out of which Rs. 71.63 Lacs kept separately for repayment of FD Holders)Fixed deposit with maturity less than three month � 5.53{Out of which FDR Pledged with Banks Rs.Nil (Rs.5.53 Lacs )} 138.76Margin MoneyAccount (Kotak Mahindra Bank Limited) 16.34Fixed deposit with maturity more than three month but less than twele month 68.17(Out of which FDR Pledged with Banks Rs.33.41 Lacs ) ( Rs. 67.79 lacs)

84.51 223.27

Loans & advances to related parties 207.11

Other loans and advances :-

Cash with Collector Central Excise,Jaipur. 44.03

Prepaid Expenses 3.27

Advance to Suppliers 67.97

Advance to Creditors (Exp.) 44.26

Advance against Salaries 21.72

Advance against Expenses :-

Others 12.71

Advance payment of Taxes 3.52

Claim receivables (including Cenvat,Service tax & sales tax receivables) 128.63

Loan & Advances due by firms or private companies in which anydirector is a partner or a director or a member 107.71

640.93

Interest earned but not due 0.71

Deferred Revenue Expenditure 75.08

75.79

(i) Demand under disputes

a. Excise duty 331.96(Amount deposited with Excise Authorities Rs.39.04 Lacs)

b. Sales tax 5.08(Amount deposited with Sales tax Authorities Rs.3.18 Lacs)

c. Income tax 25.04(The Company has preferred appeals/revision againstall the demands mentioned above)

(ii) Bank Guarantee 117.88

(iii) Foreign bills /Cheque purchase / discounted 133.86

(iv) Letter of credit 150.93



a. Capital commitments

Estimated amount of contracts remaining to be executed oncapital account (Net of Advance) 105.97

b. Other commitments 0.00

For the Year Ended

31st March, 2013 (Rs. in Lacs)

Exports 3,771.95Domestic 4,790.16Exports 5 9.14Domestic 2,652.66 11,223.91Export Incentives 103.40Commission Received 4.63Job Work -Royalty 18.55Scrap and other Sales 890.35 1,016.93 12,240.84Less:- Excise Duty (904.64)

11,336.20Head lamp 5,919.13Halogen bulb and capsule 2,360.76Machine and parts 213.29Dies and Moulds 68.94 - -Head lamp and Bulb 2,661.80Iron Sheet and CR Coil -

11,223.92

For the Year Ended 31st March, 2013 (Rs. in Lacs)

Profit/ dividend from subsidary 3.18Rent Receipts 0.60Interest receipt 13.64Transfer from capital Reserve 0.03Miscellaneous Receipts 17.57Liabilities Written back to the extent no longer required -Balances Written Back -Provision for diminution in value of investment written back - 41.01Provision for bad & doubtful debts written back - 187.45Profit on sale of fixed assets 2.39

265.87

Opening Stock: 471.84Add : Purchase of Raw Material 5,640.65

6,112.49 578.80

5,533.69CRCA Sheet 1,023.28Bulbs 498.07Lens 425.54Motors 300.25Miscellaneous 1,944.13For Halogen bulbs (sitapura) 972.69For Halogen bulbs (parwati Nagar) 326.07For Machines 27.04For Dies and Moulds 16.61 5,533.68Head lamp And bulbs 2,192.76Iron Sheet and CR Coil - 2,192.76Imported 664.89% 12.02%Indigenous 4,868.79

87.98% 5,533.68


Finished Goods 313.61

Traded Goods 104.24

Work in Process 367.75

785.60

Finished Goods 138.14

Traded Goods 15.34

Work in Process 248.61

402.09

383.51

Salaries & Wages 473.34

Directors Remuneration (including perquisites) 62.03

Directors sitting fees 1.38

Bonus & Ex-gratia 69.60

Leave Encashment (Refer note 40 ) 9.12

Production Incentives 127.36

Employer�s Contribution to Provident fund, Family pension fund, etc. 30.86

Employer�s Contribution to ESI 11.95

Labour & Staff Welfare 11.62

House RentAllowance 117.52

Notice Pay (1.16)

Gratuity (Refer note 40) 32.40

946.02

Interest expenses :-

Interest on Term Loan 61.42

Interest to Banks 139.40

Interest to Others 36.20

Interest on shortfall of Advance Income tax 1.50

238.52

Other borrowing cost 55.68

294.20

Depreciation on Tangible Assets 326.37

Amortization on Intangible Assets 37.44

363.81

Repairing to Plant & Machinery (including Die Repairing) 78.74

Water & Electricity Charges 173.94

Job Labour Expenses 658.46

Repairing to Factory Building 15.36

Quality & Sample Testing 2.63

Drawing & Designing (Research & Development Expenses) 4.11

Fuel & Coal 37.80

971.04

Traveling & Conveyance 36.02

Postage, Telephone & Telex 17.81

Vehicle Maintenance 8.92

Printing & Stationery 11.25

Repairs & Maintenance 16.74


Insurance Premium 2.75

Legal Expenses 11.72

Books & Periodicals 3.26

Rent, Rates & Taxes 14.50

Payment to Auditors :-

1. for Audit fees 1.65

2. for tax audit fees 0.35

3. For taxation matters 0.29

4. Other services 1.24

Internal Audit Fee 3.60

Consultation Fee 25.05

Miscellaneous Expenses 14.93

Charity & Donation 5.32

Sales Tax Demand 1.02

TS:16949Audit Expenses - 0.72

Loss on Sales of Fixed Assets -

Provision for Diminution in Value of Investment -

Foreign currency fluctuation 1.74

Deferred revenue expenditure written off 60.40

239.28

Export Development Expenses 4.77

Sales Promotion 72.75

Freight & Insurance Outwards 247.90

Commission & Discount 249.55

Entertainment Expenses 5.41

Breakage & Damages 13.30

593.68

1,804.00


Provision for Income tax (Current year) 16.50

Add short/ (excess) provision for earlier year (4.19)

12.31

Capital Goods & Spares 38.20

Raw Material 671.21

Traveling 29.34

Commission 78.02

Others 5.85

113.21

Revenue from Exports on FOB Basis 3,727.01

Profit after Tax 71.77

Weighted Average number of Equity Share outstanding 94,56,241

Basic EPS 0.76

Face Value per Share (Rs.) 10.00

Profit after Tax 71.77

Weighted Average number of Equity Share outstanding 94,56,241

Diluted EPS 0.76

Face Value per Share (Rs.) 10.00


35. The Company has not made any remittance in foreign currency on account of dividend during the year anddoes not have information as to the extent to which remittance in foreign currency on account of dividendhave been made by or on behalf of non-resident shareholders. The particulars of dividend (after tax) onaccount of non-resident shareholders are as under:

(i) No. of Non-resident shareholders 30(36)

(ii) No. of Shares held by them 25743(34861)

(iii) Amount of Net Dividend NIL(NIL)

36. There are no Micro, Small & medium Enterprises, to whom the Company owes dues, which are outstandingfor more than 45 days at the Balance sheet date. The above information has been determined to the extentsuch parties have been identified on the basis of information available with the Company.

37. The Company has a separate division for manufacturing Machines, Dies & Moulds. In the absence ofnecessary records the costing of such machines, dies & moulds for Rs.215.42 Lacs has been evaluated byChartered Engineer & certified by the Management on which we have relied upon. These machines, dies& moulds have been shown as Inter unit Sales in respective divisions and transferred to Fixed Assets asCaptive Consumption.

38. Pursuant to the AS-29 � Provisions, ContingentAssets and Contingent Liabilities, the disclosures relatingto the provisions made in the accounts for the year ended 31st March 2014 are as follows :

Opening Balance 153.44

Additions during the year 32.40

Utilizations & Reversals during the year 9.80

Closing balance 176.04










Additions during the year Nil





Utilizations & Reversals during the year Nil






39. The Company did not have convertible/partly convertible debentures as on 31st March 2014.

40. Defined Benefit Plans(Unfunded)-As per actuarial valuation as on 31st March 2014

Present value of funded obligations � �

Fair Value of plan assets � �

Present value of unfunded obligations 195.91 40.19(176.04) (40.14)

Unrecognized past service cost � �

Net liability 195.91 40.19(176.04) (40.14)

Amounts in the Balance Sheet:

Liabilities 195.91 40.19(176.04) (40.14)

Assets � �

Net Liability 195.91 40.19 (176.04) (40.14)

Current Service cost 17.03 6.41(16.11) (8.28)

Interest on obligation 15.84 3.61(12.66) (2.77)

Expected return on plan assets � �

Net actuarial losses (gains) recognized in the year � 7.38 � 7.84(3.63) (-1.92)

Past service cost � �

Losses (gains) on curtailments and settlement � �

Expenses recognized in P & L 25.49 2.18(32.40) (9.12)

Opening Defined Benefit Obligation on 1.4.2013 176.04 40.14 (153.44) (33.54)

Service Cost for the year 17.03 6.40(16.11) (8.28)

Interest cost for the year 15.84 3.61(12.66) (2.77)

Actuarial losses (gains) � 7.38 � 7.84(3.63) (-1.92)

Benefits paid � 5.62 � 2.12(� 9.80) (� 2.53)

Closing defined benefit obligation on 31.3.2014 195.91 40.19(176.04) (40.14)

Opening fair value of plan assets � �

Expected return � �

Actuarial gains and (Losses) � �

Assets distributed on settlements � �

Contributions by employer � �

Assets acquired in an amalgamation inthe nature of purchase � �

Exchange differences on foreign plans � �

Benefits paid � �

Closing balance of fund � �

Government of India Securities � �

High quality corporate bonds � �

Equity shares of listed companies � �

Property � �

Funds Management by Insurer � �

Bank balance � �

Discount Rate as on 31.3.2014 9.00% 9.00%

Expected return on plan assets at 31.3.2014 � �

Annual increase in Salary costs 7.50% 7.50%

The Company is engaged in Production of Automotive Head Lamps and Halogen Bulbs. For Managementpurposes, company is organized into major operating activity of the Automotive Head Lamps and Bulbsbesides manufacturing of Dies and Machines. Revenue from Dies and Machines of the year is less than10% of the total revenue. The Company has no activity outside India except export of Automotive HeadLamps and Bulbs manufactured in India. Thereby no geographical segment and no segment wise informationis reported.

Autopal Inc, USA.

Alwar Auto Pvt.Ltd

Shri M.P. Gupta (Chairman & Managing Director)

Shri Amit MahipalGupta (Whole Time Director)

Shri Adarsh Mahipal Gupta (Whole Time Director)

Smt.Anubha Gupta

Smt. Usha Gupta

Smt. Sneha Goel

Smt. Bhawna Gupta

M. P. Gupta HUF

Amit Gupta HUF

Adarsh Gupta HUF

Palsoft Infosystems Ltd.

Mamraj Sons (Auto) Ltd.

Autolite Manufacturing Ltd.

Anusika Industries Ltd

TanishkaAuto components Pvt.Ltd.

Parvati Seva Sansthan

Suyash Finance Pvt.Ltd.

Autopal Industries Ltd

Autolite Marketing Pvt. Ltd

Note :- Related party relationship is as identified by the company and relied upon by the Auditors.

Goods & Material � � � 2193.80FixedAssets � � � � 12.02Goods, Material & Services 62.85 � � � 4117.00Licence 48.61FixedAssets 12.80Directors� Remuneration � � 61.95 � �Job work charges � � � � 159.42Donation � � � � 0.85Salary � � � 35.40 �Interest 0.84Commission 6.27Expenses recharged by 118.92Other partiesRent � � � � 0.60Expenses recharged toOther parties � � � � 55.11Loan/Advance given � � 46.75 4.04Advances recovered/ Received � � 44.77 3.30Investment in Equity Shares 7.00

31.25 49.87Shares allotted 27.65 28.00Opening Balance 1.07 � 2.55 1.38 22.24Closing Balance 0.90 � 4.17 22.56 �Opening Balance � 315.45 � � 933.31Closing Balance 315.45 0.05 1583.97Personal Guarantees � � 558.97 � �

1.

There is no Finance Lease taken by the Company during the year.

2.

a) The total of future minimum lease payment under non cancelable operating lease for each ofthe following periods:-

(a) Not later than one year : Nil

(b) Later than one year and not later than five years : Nil

(c) Later than five years : Nil

b) Lease payments recognized in the statement of profit and loss for the year ended on 31.03.2014Rs. 5.93 Lacs (Rs. 5.02 Lacs).

c) The Company has not given any assets on sub-lease during the year.

In spite of Profit for the year of Rs. 80.49 Lacs, Deferred Tax Assets are not recognized on account ofunabsorbed depreciation and carry forward of losses and other timing differences under tax laws. In theview of the Management as there is no convincing evidence to support that the sufficient future taxableincome will be available against which deferred tax assets can be realized. In the absence of informationwe are unable to quantify the impact of Deferred Tax Assets/Liability on Profit and Loss Account andBalance Sheet. However provision for Current Tax has been made for Rs. 17.00 Lacs as per provisions ofIncome Tax Act 1961.

45. The Company has credited Rs. 308.68 Lacs in earlier years for export incentives and other incentives inProfit and Loss Account on estimated basis. The concerned department has not accepted the claim. TheCompany is in the process to provide desired information Further no payment has been received upto31.03.2014 against export incentive so credited.

46. The Company has entered into an agreement with Anusika Industries Limited in financial year 2010-11 torecover the advance given for Job work of Manufacturing Head Lamps by exclusive use of Manufacturingfacilities of the said Company.

The aforesaid Company is registered with Board for Industrial & Financial Reconstruction (BIFR), butdoing Job work for Autolite (India) Limited for last 11 years. However no amount has been recoveredduring 2013-14 according to the agreement. In the opinion of the Management, recovery of outstandingbalance of Rs 575.79 Lacs is doubtful. As there is uncertainty of the amount recoverable from party in theabsence of order of BIFR the management has not provided any amount in the books.

47. (i) The Company has lodged claims for development cost for Rs.252.00 Lacs and for dues againstsupplies for Rs.3.16 Lacs on Pal Peugeot Limited, Mumbai, before Receiver, High Court of Mumbaion 03.06.2004 under Suit No. 3636 CR 1999 and further the claim was also filed before Official

Liquidator, Mumbai on 23.09.2006.

As per the information received the land of Pal Peugeot Limited is disposed-off by the Receiver/Official Liquidator and amount realized is Rs.726 Crore and settlement of claim process will startsoon.

(ii) The Company has lodged criminal suit for loss on account of Debit of Duty Free Licenses andclearing charges for Rs.62 Lacs on M/s. Megha Enterprises, Mumbai.

To recover the above amount the Company has lodged an FIR before the authorities.

In view of the above, the Management, on the basis of legal opinion, is of the view that on conservativebasis Rs.90 Lacs (which has been credited in earlier years) is expected to be recovered from boththe parties and accordingly considered as claim receivable.

48. As explained in accounting policies given in Note No. 2 (viii) the Company has treated Deferred RevenueExpenditure for Rs 199.39 Lacs as Assets in Balance Sheet. These expenditure are related to years upto31.03.2013. The accounting policy adopted by the Company is in contrary to the treatment prescribed inAS-26 (Intangible Assets) which require such expenditure to be written off in Profit & Loss Statement.

49. The Company has received permission from Company Law Board vide order dated 27.04.2011 in respectof amount payable for Public Fixed Deposits and interest accrued on such Public Fixed Deposit to be paidas per revised schedule extended till Financial year 2013-14. The Company has made complete paymentto FDR holders in compliance of the said order except Rs 71.56 Lacs against which several Cheques/ DDreturned undelivered and several Cheques not deposited by FDR Holders. The company has kept saidamount in a separate bank account to meet the liability. Further the company has filed an applicationbefore the Company Law Board seeking direction in this regard.

50. In the opinion of the management and to the best of their knowledge and belief the value of realization ofadvances and other Current Assets in the ordinary course of business will not be less than the amount atwhich they are stated in the Balance Sheet.

51. The Balances of Suppliers, Sundry Debtors and Loans & Advances are as per books of accounts andsubject to confirmation and reconciliation with respective parties.

52. Figures in brackets denote for previous year.

53. Figures for Previous year are regrouped or rearranged wherever considered necessary.

(Rs. in Lacs) Year ended

31st March, 2013

Profit/Loss before tax 84.08Depreciation 363.81Interest 224.88Provision for Diminution in value of Investment (41.01)Provision for Bad & Doubtful Debts Written Back (187.45)Defferred Revenue expenditure written-off 60.40Transfer from capital reserve (0.03)Profit / Loss from sale of Fixed Assets (2.39)Dividend (3.18)Provision for gratuity & Leave encashment 41.53Gratuity & Leave encashment paid (12.33) 528.31Trade & other receivables 79.67Inventories 276.55Trade & Other payables (221.22) 663.31Direct taxes paid (15.68) 647.63

Share capital issued 0.00Money received against share warrents 0.00Purchase of investment 0.00Purchase/acquisition of fixed assets (477.92)Sale of fixed assets 16.07Intertest received 13.69Dividend received 3.18 (444.98)

Increase/Decrease in borrowings 232.26Interest paid (329.79) (97.53)Net increase /(Decrease) in cash and cash equivalents 105.12Opening balance of cash and cash equivalents 33.64Closing balance of cash and cash equivalents 138.76(Figures in brackets represent outflow)

We have examined the above Cash Flow Statement ofAutolite (India) Limited for the year ended 31st March, 2014. The statement has been prepared by theCompany in accordance with the requirements of Listing Agreement Clause 32 and is based on and is in agreement with the corresponding profit and lossaccount and balance sheet of the Company covered by our report dated 29-05-2014 to the members of the Company.

To the Board of Directors,Autopal Inc.Plano, Texas

I have audited the accompanying financial statementsof Autopal, Inc. which comprise the balance sheet asof March 31, 2014 and 2013 and the related statementsof income, changes in member�s equity and cash flowsfor the years then ended, and the related notes to thefinancial statements.

Management is responsible for the preparation and fairpresentation of these financial statements in accordancewith US generally accepted accounting principles; thisincludes the design implementation, and maintenanceof internal control relevant to the preparation and fairpresentation of financial statements that are free frommaterial misstatements, whether due to fraud or error.

My responsibility is to express an opinion on thesefinancial statements based on my audit. I conductedmy audit in accordance with U.S. generally acceptedauditing standards. Those standards require that I planand perform the audit to obtain reasonable assuranceabout whether the financial statements are free ofmaterial misstatement.

An audit involves performing procedures to obtainaudit evidence about the amounts and disclosures inthe financial statements. The procedures selecteddepend on the auditors� judgement, including theassessment of the risk of material misstatement of thefinancial statements, whether due to fraud or error. Inmaking those risk assessments, the auditor considers

internal control relevant to the entity�s preparation andfair presentation of the financial statements in order todesign audit procedures that are appropriate in thecircumstances, but not for the purpose of expressingan opinion on the effectiveness of the entity�s internalcontrol. Accordingly, I express no such opinion. Anaudit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness ofsignificant accounting estimates made by management,as well as evaluating the overall presentation of thefinancial statements.

I believe that the audit evidence I have obtained issufficient and appropriate to provide a basis for myaudit opinion.

In my opinion, the financial statements referred toabove present fairly in all material respects, thefinancial position of Autopal Inc. as of March 31, 2014and 2013 and the results of its operations and its cashflows for the years then ended in accordance with theU.S. generally accepted accounting principles.

TheAssociation has not estimated the remaining livesand replacement cost of the common property andtherefore, has not presented information on futuremajor repairs and replacements that the AmericanInstitute of Certified Public Accountants hasdetermined is required to supplement, although notrequired to be a part of, the financial statements.

Dallas, Texas Sd/-May 5, 2014 BILL R.THOMAS, CPA

2013 $

Cash at Bank

Checking 47,549

Investment account 29,048

Account receivable, trade 13,996

Inventory 48,221

138,814

Equipment 4,905

Accumulated Depreciation (4,905)

Organization Costs 849

Accumulated amortization (849)

0

138,814

Accounts Payable

Trade Creditors 19,636

Federal Income Tax 935

Customer Deposits 0

Parent Company 7,631

28,202

Common Stock; no par value

Authorised 1,500 shares; issuedand outstanding 6 shares 60,000

Retained Earnings 50,612

110,612

138,814

2014 2013$ $

Sales, net 189,579

Beginning inventory 39,519Add : Purchases & Freight 146,089Less : Ending Inventory (48,221)Total Cost of Goods Sold 137,387Gross Profit 52,192

Rent & Storage 5,064Telephone 4,664Accounting and Audit 2,785Insurance 682Taxes � other than income tax 1,323Professional fees 0Office expense, bad debts etc. 1,301 15,819

Commissions 22,714Trade shows, trade 4,649publication and duesCustom brokerage, bills of 2,530lading, demurrage and bank chargesTravel and entertainment 267 30,160 45,979

6,213

Interest Income, etc. 18 18

Income / (Loss) before federal 6,231income taxesFederal Income Taxes (935) 5,296

(1)

Notice is hereby given that the 37th Annual GeneralMeeting of the members of AUTOLITE (INDIA)LIMITED will be held at the Registered office of theCompany at D-469, Road No. 9A, V.K.I. Area, Jaipur– 302013 (Rajasthan) on Monday, September 29, 2014at 11.00 AM to transact the following business:

ORDINARY BUSINESS

1. To receive, consider, approve and adopt theaudited Balance Sheet as at March 31, 2014 andStatement of Profit and Loss for the financialyear ended on that date and the reports of theDirectors and Auditors thereon.

2. To appoint a Director in place of Shri KuldeepKumar Gupta (holding DIN 01591373), whoretires by rotation and, being eligible, offershimself for re-appointment.

3. To appoint M/s H.C. Garg & Co., CharteredAccountants bearing FRN – 000152C as theStatutory Auditors to hold office from theconclusion of 37th Annual General Meeting tillthe conclusion of the 40th Annual GeneralMeeting at such remuneration as may bemutually agreed between the Board of Directorsof the Company and the Auditors.

SPECIAL BUSINESS

4. To consider and if thought fit, to pass withor without modification(s), the followingresolution as an Ordinary Resolution:

“RESOLVED that pursuant to the provisionsof Sections 149, 150, 152 and any otherapplicable provisions of the Companies Act,2013 (‘the Act’) and the rules made thereunder(including any statutory modification(s) or re-enactment thereof for the time being in force)

NOTICE

read with Schedule IV to the Companies Act,2013, Shri Gauri Shankar Das (holding DIN01185570), Director of the Company whoretires by rotation at the Annual GeneralMeeting and in respect of whom the Companyhas received a notice in writing proposing hiscandidature for the office of Director, be and ishereby appointed as an Independent Directorof the Company to hold office for fiveconsecutive years for a term up to 31st March,2019.”


“RESOLVED that pursuant to the provisionsof Sections 149, 150, 152 and any otherapplicable provisions of the Companies Act,2013 (‘the Act’) and the rules made thereunder(including any statutory modification(s) or re-enactment thereof for the time being in force)read with Schedule IV to the Companies Act,2013, Shri Rajendra Singh Mehta (holding DIN01183922), Director of the Company whoretires by rotation at the Annual GeneralMeeting and in respect of whom the Companyhas received a notice in writing proposing hiscandidature for the office of Director, be and ishereby appointed as an Independent Directorof the Company to hold office for fiveconsecutive years for a term up to 31st March,2019.”


“RESOLVED that pursuant to the provisions

(2)

Autolite (India) Limited

of Sections 149, 150, 152 and any otherapplicable provisions of the Companies Act,2013 (‘the Act’) and the rules made thereunder(including any statutory modification(s) or re-enactment thereof for the time being in force)read with Schedule IV to the Companies Act,2013, Shri Suraj Prakash Batra (holding DIN01216047), Director of the Company whoseperiod of office is liable to determination byretirement of directors by rotation and in respectof whom the Company has received a notice inwriting proposing his candidature for the officeof Director, be and is hereby appointed as anIndependent Director of the Company to holdoffice for five consecutive years for a term upto 31st March, 2019.”

7. To consider and, if thought fit, to pass withor without modification(s), the followingresolution as an Ordinary Resolution

“RESOLVED that pursuant to Section 148 andCompanies (Cost Accounting Records) Rules,2013, and subject to such guidelines andapproval as may be required from the CentralGovernment, the appointment of M/s PRJ &Associates, Cost accountants as Cost Auditorsto audit the cost records maintained by theCompany for the financial year 2014-15 on aremuneration of Rs.20,000/- plus service tax asapplicable, be and is hereby ratified.”

8. To consider and, if thought fit, to pass withor without modification(s), the followingresolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to theprovisions of Sections 152, 196 and otherapplicable provisions, if any, of the CompaniesAct, 2013 (“Act”) read with the Rules framedthereunder (including any statutorymodification(s) or re-enactment thereof, for the

time being in force), Shri Amit Mahipal Gupta(holding DIN: 00058701), Whole-time Directorof the Company, shall continue to hold the officeof Whole-time Director of the Company, for theremaining period of his tenure, whose periodof office shall henceforth be liable todetermination of retirement of Directors byrotation.

RESOLVED FURTHER THAT save andexcept as aforesaid, the other terms andconditions including remuneration of Shri AmitMahipal Gupta, Whole-time Director shallremain unaltered as approved by theshareholders vide ordinary resolution datedFebruary 8, 2012.

RESOLVED FURTHER THAT the Board ofDirectors of the Company be and are herebyauthorised to do all acts and take all such stepsas may be necessary, proper or expedient to giveeffect to this resolution.”

9. To consider and, if thought fit, to pass withor without modification(s), the followingresolution as a Special Resolution:

“RESOLVED THAT pursuant to applicableprovisions of the Companies Act, 2013,(including any statutory modification(s) or re-enactment thereof for the time being in force),Securities Contracts (Regulation) Act, 1956 andthe Rules framed thereunder, Listing Agreementwith Stock Exchanges, Securities and ExchangeBoard of India (Delisting of Equity Shares)Guidelines, 2009, as amended from time to time,(hereinafter referred to as the “DelistingGuidelines”) and all other applicable laws, rules,regulations and guidelines and subject to suchconditions and modifications, as may beprescribed or imposed by any authority whilegranting such approvals, consent, permission or

(3)

sanction, which may be agreed to by the Boardof Directors of the Company (hereinafterreferred to as “the Board”, which term shall bedeemed to include Managing Director or anyCommittee thereof, for the time being exercisingthe powers conferred on the Board by thisResolution ), the consent of the Company, beand is hereby accorded to the Board forvoluntary de-listing of the equity shares of the

Company from all or any of the StockExchanges: Jaipur Stock Exchange Limited,Jaipur, Delhi Stock Exchange Limited, NewDelhi and Madras Stock Exchange Ltd.,Chennai as the Board may decide.”

By the order of the BoardSd/-

Place : Jaipur (Vishal Agarwal)Date : 13.08.2014 Company Secretary

Notes:

1. A MEMBER ENTITLED TO ATTENDAND VOTE AT THE MEETING ISENTITLED TO APPOINT A PROXY TOATTEND AND VOTE INSTEAD OFHIMSELF/HERSELF AND THE PROXYNEED NOT BE A MEMBER OF THECOMPANY.

2. The instrument appointing the proxy must bedeposited at the Registered Office of theCompany not less than 48 hours before thecommencement of the meeting.

3. The Explanatory Statement pursuant to Section102(1) of the Companies Act, 2013 in respectof the special business is annexed hereto.

4. All documents referred to in the accompanyingNotice and Explanatory Statement is open forinspection at the Registered Office of theCompany during office hours on all workingdays between 10.00 a.m. to 1.00 p.m. up to thedate of the Annual General Meeting.

5. The Register of Members and Share TransferBooks of the Company shall remain closed fromTuesday, September 23, 2014 to Monday,September 29, 2014 (both days inclusive).

6. Members requiring information on the accountsare requested to write to the Company at least

seven days before the date of the meeting toenable the company to furnish the information.

7. Electronic Copy of the Annual Report for 2013-14 along with Notice of the 37th Annual GeneralMeeting inter alia indicating the process andmanner of e-voting along with Attendance slipand Proxy Form is being sent to all the memberswhose email IDs are registered with theCompany / Depository Participant(s) forcommunication purposes unless any memberhas requested for a hard copy of the same. Formembers who have not registered their emailaddress, physical copies of the same is beingsent in the permitted mode.

8. Members may also note that the Annual Reportfor 2013-14 along with Notice of the 37th AnnualGeneral Meeting will also be available on theCompany’s website www.autopal.com for theirdownload.

9. Members are requested to lodge the instrumentof transfer/ transmission of shares at theregistered office of the company or at the officeof Registrars & Transfer Agents viz. M/s MCSShare Transfer Agent Limited Sri VenkateshBhavan, F – 65, Okhla Industrial Area Phase –I, New Delhi – 110 020 and to inform thecompany/Registrars & Transfer Agents, anychange in their addresses immediately so as to

(4)


enable the Company to dispatch any futurecommunication at their correct addresses.

10. Voting through electronic means:

a. Members may note that pursuant toSection 108 of the Companies Act, 2013read with Companies (Management andAdministration) Rules, 2014 and Clause35B of the Listing Agreement theCompany is providing e-voting facilityfor voting on the resolutions proposedto be passed at the Annual GeneralMeeting of the members.

b. These details and instructions formintegral part of the Notice dated 13August, 2014 for the Annual GeneralMeeting to be held on 29 September,2014.

c. Mr. J. P. Sharma, Company Secretary inPractice, ‘Shree Dham’, R-20, YudishtarMarg, C-Scheme, Jaipur – 302005 hasbeen appointed as the Scrutinizer forconducting the voting for e-voting for thepurpose of the said Annual GeneralMeeting.

PROCESS AND MANNER FOR MEMBERSOPTING FOR E-VOTING

Electronic Voting particulars

EVEN(E-voting event number) User ID Password

1. The electronic voting particulars are set out inthe Annexure sent herewith.

2. The e-voting facility will be available duringthe following voting period:

Commencement of e-voting End of e-voting

22 September, 2014 23 September, 2014from 9:00 am till 6:00 pm

3. User ID and Password for e-voting is providedin the table given on the face of the Annexureto AGM Notice. Please note that the Passwordis an Initial Password.

4. National Securities Depository Limited (NSDL)shall also be sending the User-ID and Password,to those members whose shareholding is in thedematerialized format and whose emailaddresses are registered with the Company/Depository Participant(s).

5. Launch internet browser by typing the followingURL: https://www.evoting.nsdl.com/

6. Click on Shareholder – Login.

7. Put user ID and password as initial passwordnoted in para 3 above. Click Login.

8. Password change menu appears. Change thepassword with new password of your choicewith minimum 8 digits/characters orcombination thereof. Note new password. It isstrongly recommended not to share yourpassword with any other person and take utmostcare to keep your password confidential.

9. Home page of e-Voting opens. Click one-Voting : Active Voting Cycles.

10. Select “EVEN” of Autolite (India) Limited.

11. Now you are ready for e-Voting as Cast Votepage opens.

12. Cast your vote by selecting appropriate optionand click on “Submit” and also “Confirm” whenprompted.

(5)

13. Upon confirmation, the message “Vote castsuccessfully” will be displayed.

14. Once you have voted on the resolution, you willnot be allowed to modify your vote.

15. Institutional shareholders (i.e. other thanindividuals, HUF, NRI etc.) are required to sendscanned copy (PDF/JPG Format) of the relevantBoard Resolution/ Authority letter etc. togetherwith attested specimen signature of the dulyauthorized signatory(ies) who is/are authorizedto vote, to the Scrutinizer through E-mail:[email protected] with a copy markedto [email protected].

16. In case of any queries, you may refer theFrequently Asked Questions (FAQs) forShareholders and e-voting user manual forShareholders available at the Downloads sectionof www.evoting.nsdl.com.

17. If you are already registered with NSDL for e-voting then you can use your existing user IDand password for casting your vote.

18. The e-voting period commences on 22nd

September, 2014 (9.00 am) and ends on 23rd

September, 2014 (6.00 pm). During this period,shareholders of the Company, holding shareseither in physical form or in dematerializedform, as on the cut-off date 30th August, 2014,may cast their vote electronically. The e-votingmodule shall be disabled by NSDL for votingthereafter.

19. The voting rights exercised by the Shareholdersshall be in proportion to their shares of the paidup equity share capital of the Company as on30th August, 2014.

20. The Scrutinizer shall within a period of notexceeding three(3) working days from the

conclusion of the e-Voting period unlock thevotes in the presence of at least two(2) witnessesnot in the employment of the Company andmake a Scrutinizer’s Report of the votes cast infavour and/or against, as the case may be,forthwith to the Chairperson of the Company.

21. The Results shall be declared in the 37th AnnualGeneral Meeting of the Company. The Resultsdeclared alongwith the Scrutinizer’s Reportshall be placed on the Company’s websitewww.autopal.com and on the website of NSDL.

EXPLANATORY STATEMENT PURSUANT TOSECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4

Shri Gauri Shankar Das (holding DIN 01185570), anM.Sc. & CAIIB has a brilliant academic record throughout. Having joined as a Probationary Officer in 1963,he held senior management positions in nationalizedbanks till his retirement as General Manager(Operations) of State Bank of Bikaner & Jaipur. Hehas rich and vast experience of over 35 years in theareas of Credit, Financial Management, BehavioralOutput, General Administration, AdvancedManagement Techniques etc.. He was also deputed fortraining outside the country on a number of occasionsunder the aegis of Asian Development Bank, WorldBank etc. He was also a Nominee Director of SBBJon the Boards of NITCON & RAJCON and also amember representing the coordinating Bank i.e. SBBJon the Board of Banking Service Recruitment Board,Jaipur. He is a member of Audit Committee,Nomination and Remuneration Committee andStakeholder Relationship Committee of the Board ofDirectors of the Company.

Except Shri Gauri Shankar Das, being the appointee,none of the directors, Key Managerial Personnel ortheir relatives is interested in the resolution.

(6)


ITEM NO. 5

Shri Rajendra Singh Mehta (holding DIN 01183922),an M.B.A. from the Indian Institute of Management,Ahmedabad, also has Post Graduate Diploma inForeign Trade. He was awarded Tata Exports MeritScholarship. He has undertaken numerous studies inthe area of HRD and other organizational studies inthe corporate sector and participated in numerousManagement Development Programmes/ seminars &conferences at national & international levels. ShriRajendra Singh Mehta has over 43 years of workexperience in reputed organizations in seniormanagerial positions, the last one being the VicePresident (HR) with Aditya Birla Group. His areas ofspecialization include HRD (with special emphasis onTraining and Development), Personnel Management,Industrial Relations, General Administration etc. Heis a member of Stakeholder Relationship Committeeand Nomination and Remuneration Committee.

Except Shri Rajendra Singh Mehta, being theappointee, none of the directors, Key ManagerialPersonnel or their relatives is interested in theresolution.

ITEM NO. 6

Shri Suraj Prakash Batra (holding DIN 01216047),aged 77 years, is a B.E. (Mech.) and a Fellow ofInstitution of Engineers (India), MIMA MIIE. He hasalso done professional courses in Total QualityManagement for Top Management from BITS/UNIDO, Sweden, Advance Management Programme(AMP) from Indian Institute of Management,Ahmedabad, Special course on Production Control andManagement from University of Roorkee etc. He hasalso participated in World Quality Congress thrice. Heworked for organizations like Railway Board, DirectorGeneral Ordnance Factories, Burn Standar Co. (Addl.GM), A.K.S. Bearings Ltd. ( Production Chief), KamalEnterprises (ED) and Cycle Corporation of India

(CMD). Currently, he is Director (Training &Development) at the Indian Institute of RuralManagement. He has also been making regularcontribution to the Technical Journals & otherpublications. He is Chairman of the Audit Committeeof the Board of Directors of the Company.

Except Shri Suraj Prakash Batra, being the appointee,none of the directors, Key Managerial Personnel ortheir relatives is interested in the resolution.

ITEM NO. 7

M/S PRJ & Associates, Cost Auditors have beenappointed to audit the cost records of the Companyfor the financial year 2014-15 at a remuneration ofRs.20,000/- (Rupees Twenty Thousand Only) plusapplicable service tax by the Board of Directors.Pursuant to Rule 14 of the Companies (Audit andAuditors Rules) 2014 the said remuneration requires aratification by the shareholders.

The item is placed before the members for ratification.The Board recommends the Resolution a set out underitem no. 7 for ratification by members.

None of the directors, Key Managerial Personnel ortheir relatives is interested in the resolution.

ITEM NO. 8

The members of the Company had at the 33rd AnnualGeneral Meeting held on September 28, 2010appointed Shri Amit Mahipal Gupta (holdingDIN : 00058701) as Whole-time Director of theCompany for a period of five years w.e.f. January 7,2010, whose period of office was not liable todetermination by retirement of directors by rotation interms of the provisions of Companies Act, 1956.

Further, at the Extra-Ordinary General Meeting heldon February 8, 2012, the members had accorded theirapproval to the payment of revised remuneration toWhole-time Director during his remaining tenure

(7)

effective from January 1, 2012.

The Board commends the passing of OrdinaryResolution for the purpose of making his office liableto retire by rotation as set out at Item No. 8 of theNotice. Save and except Shri Amit Mahipal Gupta,Whole-time Director, Shri Mahipal Gupta, Chairman& Managing Director and Shri Adarsh Mahipal Gupta,Whole-time Director, who are related to each otherand their other relatives, to the extent of theirshareholding interest in the Company, none of the otherDirectors/ Key Managerial Personnel of the Company/their relatives are concerned or interested, financiallyor otherwise, in this Ordinary Resolution.

ITEM NO. 9

Regulation 6 of the Securities and Exchange Board ofIndia (Delisting of Securities) Guidelines, 2009 permitsvoluntary de-listing of securities from one or moreStock Exchanges without giving any exit opportunity,if the company’s shares continue to be listed at theStock Exchanges having nationwide terminals i.e. NSEand BSE.

The approval of the members is sought to be obtainedfor de-listing of shares of the Company from JaipurStock Exchange Limited, Jaipur, Delhi Stock ExchangeLimited, New Delhi and Madras Stock Exchange Ltd.,Chennai, in view of negligible trading activity in theshares of the company at the said stock exchanges.However, the Company’s equity shares shall continueto be listed on the National Stock Exchange (NSE)and Bombay Stock Exchange (BSE), Mumbai since

the trading of equity shares of the company take placeat NSE & BSE and also to maintain the liquidity. Theproposed de-listing would provide less paper work,administrative convenience, and savings in cost, as thelisting fees paid to the exchanges is disproportionatelyhigher than the trading volumes etc. As a part of itscost reduction measures, the Company has proposedthis resolution.

The Company shall be issuing Special Notice of theproposed enabling resolution in one NationalNewspaper on all India basis mentioning that theproposed de-listing of the Company’s Securities fromthe Stock Exchanges, as and when the same takes place,will not adversely affect the investors and that theCompany’s Securities will continue to be listed on NSE& BSE. The delisting will take effect after all approvals,permissions and sanctions received. The exact dateon which delisting will take effect will be suitablynotified at that time.

The Board recommends the resolution for approval ofmembers.

None of the Directors of the Company is in any way,concerned or interested in the resolution except to theextent of their shareholding in the company, if any.

By the order of the Board

Sd/-Place : Jaipur (Vishal Agarwal)Date : 13.08.2014 Company Secretary

AUTOLITE (INDIA) LIMITEDCIN : L31506RJ1977PLC001738

Regd. office : D-469, Road No. 9-A, V.K.I. Area, Jaipur-302013 (Raj.)

D.P. ID* Reg. Folio No.

Client Id* No. of Shares held

I/We ........................................................... of .........................................................................................................

in the district of .......................................................................................................................................................

being a member/member of Autolite (India) Ltd. hereby appoint .........................................................................

of ............................................................................ in the district of .....................................................................

or failing him/her .......................................................................... of ....................................................................

in the district of ..................................................................................................................................... as my/our

proxy to vote for me/us and on my/our behalf at the 37th Annual General Meeting of the company to be heldon Monday, the 29th September, 2014 at 11:00 A.M. and at any adjournment thereof.

Signed this .............................. day .............................. of 2014

Re. 1/- Signature ......................................................................... Revenue Address ........................................................................... Stamp

Note : This form duly completed and signed must be lodged at the Registered Office of the Company not lessthan 48 hours before the Meeting.

PROXY FORM

AUTOLITE (INDIA) LIMITEDCIN : L31506RJ1977PLC001738

Regd. office : D-469, Road No. 9-A, V.K.I. Area, Jaipur-302013 (Raj.)

D.P. ID* Reg. Folio No.

Client Id* No. of Shares held

I hereby record my presence at the 37th Annual General Meeting of the company held at D-469, Road No. 9A,V.K.I. Area, Jaipur on Monday, the 29th September, 2014 at 11:00 A.M.

Full name of member (IN BLOCK LETTERS) ....................................................................................................

Full Name of Proxy (IN BLOCK LETTERS) ........................................................................................................

Member’s/Proxy’s Signature ..................................................................................................................................

NOTE :

Shareholders/Proxy holders are requested to bring the attendance slips with them duly completed when theycome to the meeting and hand over at gate after putting their signature on them.

*Applicable for Investors holding shares in electronic form

ATTENDANCE SLIP

practices by running in-house shop floor projects to increase quality of the product, productivity...

Documents