Balance Sheet 2015 - moneycontrol.com · Behind Local Shopping Centre, New Delhi–62 E-mail: [email protected] Ph : 011-29961281, 83 ; Fax : 011-29961284 E-mail:[email protected]

29th Annual Report 2014-2015AUTOPAL INDUSTRIES LTD.

E-195(A) RIICO Industrial Area, Mansarovar, Jaipur-302020Website:- www.autopal.org, Email: [email protected]

CIN No. L31501RJ1985PLC003427

Board of Directors Designation DINMr. Dharam Pal Gupta Executive & Promoter 00058225Mr. Anup Gupta Executive & Promoter 01132624Mrs. Anubha Gupta Executive & Promoter 02190808Mr. Abhishek Gupta Additional Director 02691807Mr. Ratan Lal Rawat Non Executive Independent Director 01786923Mr. Mata Deen Sharma Non Executive Independent Director 01980345Mr. Shailandra Kumar Non Executive Independent Director 03555968Mr. Kunal Manchanda Non Executive Independent Director 07198689

Investor’s Service CellMr. Praveen Kumawat (Company Secretary)Mr. Chandan Singh (Asst cum. Company Secretary)Miss. Swati Jain (Secretarial Officer)(M) 09314839976, [email protected]

Auditors Corporate AdvisorsM/s Rajvanshi & Associates Mahendra Khandelwal & CompanyChartered Accountants Company SecretariesH-15, Chitranjan Marg, 202, Prism Tower, Opp. Old Lal KothiC-Scheme, Jaipur-01 Sambji Mandi Main Gate, Tonk Road, JaipurE-mail : [email protected] (O) 0141-3296027, (M) 09828046652

E-mail : [email protected]

Registrar & Share Transfer Agent Registered Office & WorksBeetal Financial & Computer Services (P) Ltd. E-195(A), RIICO Industial Area, (Sanganer)Beetal House, 3rd Floor, 99 Madangir Mansarovar, Jaipur-302020 (Rajasthn)Behind Local Shopping Centre, New Delhi–62 E-mail: [email protected] : 011-29961281, 83 ; Fax : 011-29961284E-mail:[email protected] BankerWebsite: www.beetalfinancial.com Union Bank of India

Branch : M.I. Road, Jaipur

Management Desk 6-7

Management Discussion & Analysis 8-13

Director’s Report 14-35

Corporate Governance 36-50

Auditor’s Report 51-54

Balance Sheet 55

Profit & Loss Account 56

Cash Flow Statement 57

Notes to Account 58-74

Statutory Section 75-79

Attendance Slip and Proxy Form 80

CONTENTS :

Annual Report 2014-15 Page 2

AUTOPAL INDUSTRIES LIMITED Excellence in Lighting

“THE GREAT AUTOPAL DREAM”

The Autopal group is driven by dynamism and empowered by dedicated performance. We believein offering energy efficient and environment friendly products. The way to this and the future isindeed LED. We have inculcated in house production capabilities for the entire range of LEDproducts. This is backed by strategic marketing initiatives and a strong trade channel. Our teamhas introduced many new LED products and is in the process of introducing more products whichare empowered by cutting-edge technology and pioneering innovations. Autopal is synonymouswith LED Lights today and among the most trusted brands across millions of households.

“ABOUT AUTOPAL GROUP”

AUTOPAL GROUP, a 40 years old enterprise with excellence and pioneer-ship in many engineeringand lighting products. Embedded with many international acclaimed quality & product certificationthe company has established world-wide marketing network with agents, distributors and customersacross the globe. Autopal was the first company to manufacture the CFL technology in India. Ithas continued to shape the group by breaking new grounds & pioneering critical developments inautomotive & lighting industry. The group extends its State-of-Art technology, Avant-garde designin consumer durable goods like CFL, MHL, domestic use Fan Series. Autopal forays wide productsrange of Energy saving lamps CFL , MHL, Down lighters, LED Series &Tube light.



“BRAND MERITO- PROFESSIONALS LED LIGHTING”

AUTOPAL- MERITO “Professional in LED”- A Professional extension, to the solemn pronouncedby the founder of Autopal group towards next generation lighting & energy saving. A smallcontribution into the revolution of the enigmatic light energy, leading to the evolution of the nextgeneration LED lighting technology.

Being dynamic, innovative and multi phased LED lighting technology involving in all sphere ofthe engineering – from electronic, mechanical, chemical to metallurgy. It involved an embeddedteam of 50 professionals in R&D, D&D, quality control, from different engineering streamssynergized to form a cutting edge, innovative brand in LED Lighting- MERITO.

Initiated by Autopal group, a trusted brand in lighting products, with billions of delighted customersworldwide, a 40 years old brand in the field of lighting & pioneering in many next gen lighting inIndia.

The products are manufactured at the world class production facilities with modern state-of- art,quality lab, confers to the International standards ( IEC…….), International Safety Standards (IEC………, c SELV, etc. ), All the products are CE, ROHS complaint.

The focus is to engrave the LED products pervasively, with the advanced and modest productrange worldwide. The technological edge has been derived out from the management of the keyparameters excellent ergonomics on thermal management. Selection of LED package for bestoptical performance vis economical at same time. Uniformity in light CCT, usage of 2/3Mcadambinning. Avant-grade design. Drivers confer to IEC standards, specially designed to suitthe Indian varied voltage conditions



Our Vision:-

At Autopal, all our operations are eco-friendly and cost-competitive. We are dedicated in preserving andprotecting our natural resources and are aware that we can do so only in a pollution-free environment.

Our greatest and most precious asset has been our people and we are not averse to invest in their trainingand improvement. As we believe that it will enable them to combat new challenges in dynamic scenario.

Customer satisfaction is of paramount importance to us and we go all out to satisfy them with excellentservice and value for money

Our Mission:-

Our mission is to be a leading brand in the field of Lead, both nationally and internationally throughconstant endeavour and innovation.



Our Values:-

Uncompromising commitment to quality and performance-related excellence Constant innovationCommitted delivery schedule Enhancing custom.

Value Creation:-



MANAGEMENT DESK

“CHAIRMAN’S MESSAGE”

“CHAIRMAN PROFILE”

The group’s phenomenal success over the years has been due to Mr. Dharam Pal Gupta’s mantra of “growththrough quality, innovation and market consolidation”. His focus on research and development has enabledthe group to develop products for consumers that offer great value for money. His constant emphasis onpromoting energy conservation and environmental preservation coupled with his philanthropic service tothe economically weaker section of the society is his way of giving back In return to the society that hashelped this organization realize its true potential.Shri Dharam Pal Gupta, aged 78 years, is the main promoter of the Autopal with 40 years of rich and vastexperience. During his studies only, he started showing keen interest in his ancestral business of Oil Mills,Mechanized Farming, and Foundry etc. At the age of 19, he started own industry of sheet metals. In 1964 hedeveloped for the first time in India, Automobile Head Lamps and Sealed Beams and a year after TractorLighting Kit for M/s Massy Ferguson. In 1968 he started M/s Rajasthan Implements and development TractorDriven Implements for Ferguson Tractor. In 1989 Developed Halogen Bulbs first time in India. His achievementto develop lamps with Free Form Technology first time in India by owns R&D awarded him the prestigiousACMA Technology Award. He has earned 25 awards in total out of which 8 awards are under individualcapacity. Under his able guidance and vision, company established its Marketing Network all over Indiaunder Trade Mark “AUTOPAL”. He developed many programmes for QCDD (He learn from UK), ‘0’ PPM atshop floor level to reduce cost etc. He predicted 20 year ago that “CHINA WOULD BE THE BIGGEST THREATFOR INDIA” and to overcome China, designed the “FIVE FINGER STRATEGY” which still exists as a strongguideline for the company and it is being appreciated by International Scholars. For service to society, Mr.Gupta has also shown very keen interest in establishing YOGA for disease-free nation. After lot of researchwork along with three doctors, he has introduced a document “Eat Water & Drink Food, You never get ill”.By following the same, anybody can live for a long life.

Dear Members,Immense growth in the lighting sector worldwide due to vast range ofled lights and our company has been continuously developing new rangeof products pertaining to demand and potential growth in the market.Significant growth has been recorded in the past few years. We have withus, experienced and skilled workforce and technical department has beenhighly equiped. Expansion and development has been carried on withexperts and planned strategy which will enhance the turnover as well asreputation of the company. Shareholders will also be benefited from suchgrowth and expansion and enhanced reputation. Looking forward foryour cooperation and support with may gratitude for being associatedwith us and being part of it.

MANAGEMENT DESK



“MANAGING DIRECTOR PROFILE”

Mr. Anup Gupta, aged 37 years has B.SC. in Computer Application, PG Diploma in BusinessManagement(MBA) from reputed institute and is one of the promoter of the Company. Mr.ANUP Gupta has rich and vast experience of over 15 years especially in the areas ofproduct development, R&D, Marketing, Finance& Administration of general lighting sector.He has also participated in a number of Trade fairs and visited all major markets worldover. He has developed LED products for high energy saving, high tech product CompactFluorescent Lamps & also provide a vast range of domestic& Commercial lighting productslike T5,T8 fittings, Electronic Chokes, CFL Luminaries etc.

WHOLE TIME DIRECTOR

Smt. Anubha Gupta, aged 35 years had done M.Com, M.B.A., & M.E.P from a well-knowninstitute IIM, Ahmadabad and is the Whole-Time Director of the Company. Smt. Anubha Guptahas rich & varied experience of over 4 years in Sales & Promotion of Surface Coating Machineryand 6 years of experience in Product Development, Human Resource, Marketing & FinancialManagement in General lighting sector. She has also participated in a number of National &International Trade Fairs. She always had a dynamic vision for the Company’s growth andexpansion & desired to stand the company as a leading company in the field of GeneralLighting.

MANAGEMENT DESK



MANAGEMENT DISCUSSIONS ANDANALYSIS

Management discussion and analysis (MDA) is anunaudited section of an annual report in which themanagement discusses the company’s financialperformance for the past period and its currentfinancial position and provides insight into thecompany’s future prospects in light of its strategy.

As per IMF estimates (World Economic Outlook,January 2015), world GDP growth remainedunchanged and global economic growth continued toremain volatile. Meanwhile, advanced economies likethe US, Eurozone and UK are expected to have gainedtraction. Emerging economies like China, Russia,Brazil etc. are expected to see a slowdown in theirrespective economies. Overall, it appears that the paceof economic recovery is steadily getting back on track.

The Indian economy started FY 2014-15 on a positivenote, with significant improvement in market andbusiness sentiments, following the General Electionsin May 2014. Thereafter, a supportive globalcommodity price environment, along with gradualimprovement in governance, resulted in moderateincrease in economic output. As per the new revampedseries (with FY 2011- 12 as the base year), GDPgrowth for FY 2014-15 stood at 7.3% from 6.9% inFY 2013-14.

Management discussion and analysis (MDA) is anunaudited section of an annual report in which themanagement discusses the company’s financialperformance for the past period and its current financialposition and provides insight into the company’s futureprospects in light of its strategy.

INDUSTRY STRUCTURE ANDDEVELOPMENTPosition of the Industry:The shift toward new technology and incremental onexisting lighting product have yielded a range of newenergy efficient lighting solution, including CompactFluorescent Lamps (CFLs), Lighting Emitting Diodes(LEDs), halogen .LED technology has been globallyrecognized as extremely efficient and eco-friendly incomparison to other lighting products. The market sizeof Indian LED industry may touch Rs 21,600 crore by2020 on the back of government’s decision to switch toLED for all street lamps and public space lighting, anindustry official said.

The Indian LED industry was pegged at Rs 1,925 croreout of the lighting industry’s aggregate turnover of Rs13,000 crore in 2013. As projected, the turnover ofIndian lighting industry by 2020 will be Rs 35,000crore and LED will account Rs 21,600 crore.LEDSector companies pointed out that in the wake ofcontinual Narendra Modi-led government’s supportfor the promotion of LED lighting, this market isexpected to grow substantially.

The government has decided to switch to LED for allstreet lamps and public space lighting. Moreover, the“Make in India” initiative launched by PrimeMinister Narendra Modi, will provide a boost to theLED industry, he said and added that Surya hasalready commenced in-house production of indoor andoutdoor LED products at its plants. These include LEDbulbs, down-lighters of various shapes and sizes aswell as street lights. The company’s prime focus is toeducate and promote only sustainable energyefficiency and drive the LED segment forward.

Role of the Autopal

Quality has always been the driving phase in everyprocess from the raw material stage to the finishedproduct at APIL. APIL is a leading player in generallighting sector Company with its product and brandbeing in Indian household for the past 40 yearsspecializing in general light and presently in LEDs .Itis the country market leader in the CFLs, LEDs,halogen, fans-delivering an equivalent amount of lightwhile using less energy. These lighting solutions arewidely available in the market, and present anopportunity for consumers, business, governments andall other segments of economies to save money whileenjoying equal or better levels of lighting service.

Government has a pivotal role to play in acceleratingthe adoption of energy-efficient lighting in the country.Government could also engage in labelling activitiesthat help ensure that the energy costs and lightingefficacy are visible to the market at both the productsand the system level.

OPPORTUNITIES AND THREATS

OPPORTUNITIES:

v Skilled workforce means that they can be movedand trained into other areas of the business.

v Increased spending power in the Local/Nationaleconomy.

MANAGEMENT DISCUSSIONS AND ANALYSIS



v “Make in India” initiative launched by PrimeMinister Narendra Modi, will provide a boost tothe LED industries.

v Moving a product into a new market sector.

v Government promoting LED manufacturing byreducing taxes.

v Customer awareness for eco-friendly products isincreasing the market size.

v To become a part of GO GREEN Revolution andupdate ourselves with latest technology.

v Good financial position creating a goodreputation for future bank loans and borrowings.

v Growing preference of LED lights globally

v Technological advancement

THREATS:

v Large and increasing competition nationally andinternationally.

v Rising cost of wages (Basic wage, etc).

v Possible relocation costs due to poor locationcurrently held.

v Increasing interest rates (increases borrowingrepayments, etc).

“AUTOPAL MERITO”- PROFESSIONALSLED LIGHTING

“A Journey of thousand miles begins from a singlemotivation to sustain a long journey, one need to stayenergized, motivated and absolutely focused.”

AUTOPAL- MERITO “Professional in LED”- AProfessional extension, to the solemn pronounced bythe founder of Autopal group towards next generationlighting & energy saving A small contribution intothe revolution of the enigmatic light energy, leadingto the evolution of the next generation LED lightingtechnology. Being dynamic, innovative and multiphaseLED lighting technology involving in all sphere of theengineering – from electronic, mechanical, andchemical to metallurgy. It involved an embedded teamof 100 professionals in R&D, D&D, quality control,from different engineering streams synergized to forma cutting edge, innovative brand in LED Lighting-MERITO.

Initiated by Autopal group, a trusted brand in lightingproducts, with billions of delighted customersworldwide, a 40 years old brand in the field of lighting

& pioneering in many next generation lighting inIndia. Our commitment to deliver world class solutionsto our client in the shortest time lag enabled us toestablish presence across two concerns of India andleading to improve customer relationship by being costeffective without compromising with quality.

The products are manufactured at the world classproduction facilities with modern state-of- art, qualitylab, confers to the International standards ( IEC60598), International Safety Standards ( IEC 61347,c SELV, etc. )

The focus is to engrave the LED products pervasively,with the advanced and modest product rangeworldwide. The technological edge has been derivedout from the management of the key parameters:

Excellent ergonomics on thermal management :-

Selection of LED package for best optical performanceand economical at same time. Uniformity in light CCT,usage of 2/3 Macadam binning. Drivers confer to IECstandards, specially designed to suit the Indian variedvoltage conditions.

VARIOUS STANDARDS COMPLIED BYAPIL:

1. Avant-garde design by experts of industry.

2. World class product developed by team ofexperienced engineers.

3. State-of-art production facilities, R&D and QCLab.

4. Product confirming to IEC 60598, IEC 61347-1-2,JES22-A108.

5. Multiple protection for drivers –OVP, OCP, SCP,OTP

6. 2/3 Macadam Binning for LED CCT, Uniformityin light colour.

7. Intelligent thermal management –Max. output,light weight, long life

8. Special OVP/Surge protection & voltagefluctuation designed for Indian condition.

9. Comply with International Safety Standards : UL8750, IEC 60590, EN 55015, IEC 61000-3-2, IEC61000-3-3, 4-4, 4-5, ROHS, SELV, L.P.

10. Photo biologically safe as per ( IEC 62471).

11. Data (Life, Lumen etc.) based on actual results.




ABOUT THE PRODUCTSLED-LIGHT EMITTING DIODELEDs bring several advantages to the lighting industry,including high efficiency and durability, and, withsuperior life over other lamp sources; their requiredmaintenance is greatly reduced. This translates intoenergy savings, maintenance savings and an overallreduction in cost of ownership over the product’slifetime.LED Lights are extremely efficient and eco-friendly.

As they say “A New Solution for Tomorrow’s Evolution”

Now the technology has advanced to the point whereusing LEDs for general illumination is now viable.Lighting industry experts are gaining a betterunderstanding of how to capitalize on that technology.It is our privilege to introduce you the new range ofLED lamps & Luminaries for Domestic, Commercialand Industrial Use.

“The new launches include”

LED Based lighting applications such as LED Bulbseries, LED Tube light series, Essential series, Disignoseries, LED Spot series, LED COB Series, slim LEDPanel, LED Down lighter series, LED Outdoor Series.For office lighting and retail lighting.

Autopal is the vanguard of innovation andsustainability. We build all our lighting products withinternational quality and consumer needs in mind.

“OTHER LED PRODUCTS”Autopal also has a vast range of new domestic &commercial lighting products like LED strip light, LEDGround Burial, LED Wall light, LED Step light, LEDBulk head, electronic chokes etc in its product bucket.Great demand for LED light being energy efficient hasled to the expansion in range of products.

ADVANTAGES OF LED LIGHTS� Long Life� Energy Efficiency� Eco Logically Friendly� Durable Quality� Zero UV Emissions� Ensign Flexibility� Operational In All Temperature (Cold or Hot)� Light Dispersement� Instant Lighting� Frequent Switching

SELLING AND MARKETING ARRANGEMENTS

The Company is selling in 3 different marketingsegments.

TECHNICAL AND PROFESSIONAL STAFF:-QUALITY, PRODUCT DEVELOPMENT, R&DAND D&DThe steady growth in LED technology turn generatespersistent search for new materials, components anddevices for proper operation. This dynamic makesconstantly improving existing products or design newones from an idea. Our R&D department is workingfor high efficacy, high power factor and demesnedrivers. Product Range on which work is in progressis Bay Lamp, Street lights.

Our proposal is based on R&D, based on energysavings is achieved with LED technology, the restrictionof the use of polluting substances ( lead, mercury,cadmium, etc)- ROHS directive- and in no emission ofUV and IR. We use the latest electronic technology forpower supplying, as well as developed various controldevices with different communication protocolsrequired for the insertion of the LED in all the fields oflighting.

The management of ideas allows us to capture, share,and exploit these ideas in a systematic way throughthe know how to innovate and improve continuouslywithin the LED industry. Our R & D department isregularly working to further improve the efficiency anddevelop new range of products with improved and

BRANDINGManufacturingLED lightsfor OEM likePHILIPS,RR CABEL,SURYA,BAJAJ, EON,WIPRO etc.

DIRECTSALESManufacturingLED lightsAutopalMerito (ownBrand Name)andsupplying allover IndiaCompanyalsosupplyingdirectly tobiginstitutes/Builders etc .

DISTRIBU-TORSThe Companyhas distribu-tors channelfor selling itsproductsacross india.The companyalso hasconsigneeagents andSuperStockiest infew states forsupplying totheirdistributorsand dealers.




advanced technology in the lighting sector. New andimproved methods of Research and Development arein operation with skilled and trained workforce.

D&DThe D & D department has been equipped with theState of Art Testing and Development Instruments andequipment’s. The D&D is equipped with Agilest CRO,Fluke Oscilloscope, Ballast Analysers, variousComponent Testing and measuring Instruments,Magnetic Core Analyser and selectors, LCR, LampCharacteristic Measuring Equipment’s (PMS-50)(Spectrophoto calorimeter),Goniophotometer, SurgeGenerator, High Voltage breakdown Tester, HumidityChamber, etc.

The main feature is the simulation equipment’s, fewpurchased and few designed so as to simulate thedifferent conditions of the market in the Labenvironment like surge testing, high voltage testing ofthe products, testing the products life cycle beforehand.

The main success of our department lies in the minimalreplacements from the market, the credit goes to thehighly qualifies D&D engineers, whose understandingof the Indian Market (Wide demographic conditions –One side it is High Hill with snow, other side massivedesert, highest density rainfall, high density populationarea and so on) and working the day and night outresulted in circuits suitable for all Indian conditions,thereby uniting the great country with same CFL.

HUMAN RESOURCE POLICY

“Our objective is to emerge as one of the world’s bestknown Company in the fields of lamps &lightings”.Autopal is committed to create an open andtransparent organization that is focused on peopleand their capability, and fostering an environment thatenable them to deliver superior performance. Attractingquality human resources and focusing on theirdevelopment, motivation and retention has alwaysbeen a priority area for APIL.APIL has taken new stepfor appointment of talented and innovative employeeswith formation of “Nomination Committee.”

Autopal believes that continued corporate successdepends upon the ability to recruit, train, deploys andretains highly talented professionals in a highperformance work culture and good work ethics. Theorganization has a vision of developing itself into aworld class organization, excelling in the field of

lighting and we are poised to achieve this through ateam of well trained, skilled, experienced, self-motivated and delighted employees.

HUMAN RESOURCES PRINCIPLES� Human Capital is the most important source for

us.

� We aim to work with dynamic, creative,enterprising, hardworking people.

� We support our employees to improve themselvesas well as their work.

� We work with people who are aware of totalquality management, and can understand ourClient’s expectations and respond to them on time.

� We accept both internal progress and personalprogress.

� We aim for continuous training and development.

� We benefit from experience.

ORGANISATION VALUES� Customer Driven

� Encourage Creativity & Innovation to drive 3 Ps.(People, Processes and Products)

� Respect for Individual

� Respect for work-place ethics

� Quality Initiatives

� Working Environment

INTERNAL CONTROL SYSTEMThe Internal Control system is an integral componentof the company corporate governance. The Companyhas adequate and proper system of internal control toensure that all assets are safeguarded and protectedagainst loss from unauthorized use and disposition. Italso ensures that transactions are authorized, recordedand reported correctly. Regular Updating of AuditCommittee to ensure the effectiveness of internalcontrol system, deficiencies are reported and actionsare taken to overcome those deficiencies. InternalControl System prevents deviations and fraudulenttransactions in the organization and ensures disciplineand correction of deviations (if any)

Extensive programme of risk and transaction basedinternal audit cover all division, plant, branches anddifferent areas of operation. The audit committee ofthe board is updated in every quarter on major internalobservation, compliances with accounting stands, riskmanagement and control system.




The Company’s internal audit system which is headedby and experienced Chartered Accountant in additionto a firm of Chartered Accountants entrusted with thetask of conducting internal audit on regular basis. Allnon- conformities and deficiencies are reported to topmanagement and corrective actions are taken.

RELIABILITYOur relationship with our staff, customers,shareholders and other stakeholders are based onmutual trust. In every condition, to be honest, to be fairand right attitudes were identified.

RISKS & CONCERNSIn the light sources segment, technological obsolescesis an inherent business risks. Government energy policyand development of new innovation energy efficientproduct may render some of the existing productionfacilities obsolescent. Despite inferior quality, Chineseproducts are regularly dumped in the Indian marketat lesser price from time to time. The Indian Industry

Identification and

AssessmentEvaluation

Reporting

PROCESS OF RISK MANAGEMENT:

Implementation in

strategy and plans

Mitigation and

Monitoring

thus faces major threat from China in wide range ofproducts due to its advantages of economies of scale,low financial Cost and other industry friendlyGovernment policies.

ENTERPRISE RISK MANAGEMENTEnterprises Risk Management (ERM) at Autopalencompasses practices relating to identification,assessment, monitoring and mitigation of various risksto our business objectives. ERM at Autopal seeks tominimize adverse impact of risks on our businessobjectives and enable the company to leverage marketopportunities effectively. Our core values and ethicsprovide the platform for our risk management practices,which is in line with the company’s commitment todeliver sustainable value to all its stakeholders.

Types of Risks:1. Industry 2. Resources3. Environment 4. Society5. Operations




FINANCIAL REVIEW AND ANALYSIS 2014-15

Particular (Rs in Lakhs)

2014-15 2013-14

Net Sales 3305.64 2772.23

Other Income 2.74 1.77

Operating Profit before Finance cost, Depreciation, 330.44 286.68Tax and Extraordinary items

Less: Depreciation & amortization expenses and Finance Costs 221.46 143.73

Profit before Tax and Extraordinary items 109.18 142.95

Less: Exceptional Items

Add: Extraordinary Items 8.04 40.18

Less: Tax 30.25 24.41

Net Profit for the year 70.89 78.36

Add: Balance brought forward from previous year

Profit available for appropriation 70.89 78.36

Appropriation of Profits

Transfer to General Reserve

Balance carried over to Balance Sheet 70.89 78.36

OPERATIONSAutopal had net Sales of Rs. 3305.64 lacs in financialyear 2014-15 against Rs. 2772.23 lacs in previousfinancial year 2013-14. The operating profit beforefinance cost, depreciation and tax is Rs. 330.44 lacs incurrent year 2014-15 against Rs. 286.68 lacs inprevious financial year.

CAUTIONARY STATEMENTThis statement contain the forward looking statementsabout the financial performance, prospects,expectations and such statements must be viewed inthe context of risk concerns, changes in the industryand economy and technological obsolescence andvarious other factors. We cannot assure the exactoutcome of the expectations.




Dear Shareholders,On behalf of Autopal family, I extend my best wishes toall of you”

Autopal Industries Limited It gives us immensepleasure in presenting you on behalf of the Board ofDirectors of the Company, the 29th Annual Report ofAutopal Industries Limited along with AuditedFinancial Statements for the year ended 31st March,2015.

Particulars (Rs in Lacs)2014-15 2013-14

Net Sales 3305.64 2772.23

Other Income 2.74 1.77

Operating Profit beforeFinance cost, Depreciation,Tax and Extraordinary items 330.44 286.68

Less: Depreciation &amortization expenses andFinance Costs 221.26 143.73

Profit before Tax andExtraordinary items 109.18 142.95

Less: Exceptional Items

Add: Extraordinary Items 8.04 40.18

Less: Tax 30.25 24.41

Net Profit for the year 70.89 78.36

Add: Balance brought forwardfrom previous year -

Profit available for 70.89 78.36appropriation

Appropriation of Profits

Transfer to General Reserve

Balance carried over to 70.89 78.36Balance Sheet

1. FY 2014 IN RETROSPECTAutopal had net Sales of Rs. 3305.64 lacs infinancial year 2014-15 against Rs. 2772.23 lacsin previous financial year 2013-14. The operatingprofit before finance cost, depreciation and tax isRs. 330.44 lacs in current year 2014-15 againstRs. 286.68 lacs in previous financial year.

2. BUSINESS HIGHLIGHTSYour Company already a leading player inGeneral Lighting, is at the vanguard ofInnovation and Sustainability. The Company isin the production of LED’s .The LED is very costconscious and uses less energy. The market ofLED is on the boom in the current scenario. InAPIL all lighting products are made withinternational quality and consumer needs inmind. APIL was the first company to manufactureCFL technology in India. The recently launchedLED add a great amount of colour and class aswell as complimenting the existing range of ourproduct which include CFL tube lights, LED bulb,LED spot series, luminaries and accessories etc.APIL has been decided to investment on bestpolicies for marketing, research and developmentin next one or two years. The products areinitially sold in top 100 cities throughout India.Presently, APIL also has its own brand i.e.AUTOPAL MERITO in lights.Some features defining the business highlightsare as follows :� 40 years in Lighting Excellence� Billions of delighted customers worldwide� Pioneers in many new generation lighting

technology� Winner of many national and international

awards� OEM/Branding to world’s leading brands� Accredited with quality certification ISO ITS-

16949, ISO-14001, OHSAS-18, IS-9001� Products certified with CE, ROHS Etc.

3. PUBLIC DEPOSITS(i) During the year, your Company has not accepted

any deposits from the public or otherwise in terms ofsection 73 of the Companies Act, 2013 read schedule V.

(ii) Fixed Deposits from public amounting Rs.95,725/- is outstanding as at the beginning ofthe year out of which no payment has been madeduring the year.

(iii) Interest Payable on Public Deposit amounting toRs. 1,28,683/- is outstanding in the opening out ofwhich no payment has been made during the year.However company will finally pay thisoutstanding amount till March 2016 as per BIFRorder.

DIRECTORS’ REPORT

DIRECTORS’ REPORT



4. DIVIDENDThe road to sustained growth is steep andchallenging at each step. The company will requireadditional working capital and apex in time tocome to maintain its supremacy over theircompetitors. The board of directors has decidedthat in order to consolidate and strengthen thecapital base of the company, the company does notrecommend any dividend for the year under review.

5. DISCLOSURES UNDER THE COMPANIESACT 2013

a) Extract of Annual Return: The detail forming partof extract of annual return is enclosed asAnnexure-1.

b) Number of Board Meetings: During the yearunder review the Board of Directors of thecompany met 13 (Thirteen) times (including aseparate meeting of independent directors on theBoard). The details of the board meetings andthe attendance of the directors are provided inCorporate Governance Report. The interveninggap between the Meetings was within the periodprescribed under the Companies Act, 2013.

c) Committees of the Board: Details of all theCommittees along with their terms of reference,composition and meetings held during the yearis provided in the Corporate Governance Reportand forms integral part of this report.

6. “DIRECTORS’ RESPONSIBILITY STATEMENT”Pursuant to Section 134 of the Companies Act,2013, the Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, theapplicable Accounting Standards have beenfollowed along with proper explanations relatingto material departures, if any;

(ii) They have selected such Accounting Policies andapplied them consistently and made judgementand estimates that are reasonable and prudent soas to give a true and fair view of the state of affairsof the company as at 31st March, 2015 and of theprofit and loss of the company for that period;

(iii) To the best of their knowledge and information,they have taken proper and sufficient care forthe maintenance of adequate accounting recordsin accordance with the provisions of CompaniesAct, 2013 for safeguarding the assets of theCompany and for preventing and detecting fraud

and other irregularities;

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

(v) They have laid down internal financial controlsto be followed by the Company and that suchinternal financial controls are adequate and areoperating effectively; and

(vi) There is a proper system to ensure compliance withthe provisions of all applicable laws and that suchsystems are adequate and operating effectively.

7. APPOINTMENT OF INDEPENDENTDIRECTOR /DIRECTORS & KMP’S:-With coming into the force of Companies Act, 2013,the Board appointed all the existing IndependentDirectors viz. Mr. R.L.Rawat and Mr. ShailanderKumar as an Independent Directors under Section149 of the Companies Act, 2013 for a period of 5Years which was subsequently approved byshareholders of the Company at Annual GeneralMeeting held on 30th September, 2014. Further,during the 2013 under review as required underCompanies Act . The Independent Directors havesubmitted the declaration of Independence, asrequired pursuant to Section 149 (7) of theCompanies Act, 2013, stating that they meet thecriteria of independence as provided in sub-section(6) of Section 149 of the Act.Mr Anup Gupta(Holding DIN 01132624)Managing Director of the Company who has vastExperience of Managing of Lighting Industry andFinance. He continues his office as a ManagingDirector of the Company.

Mr. Abhishek Gupta (DIN 02691807), who wasappointed an Additional Director of theCompany with effect from 1st November 2014 bythe Board of Directors and who holds office up tothe date of this Annual General Meeting of theCompany, but who is eligible for re-appointmentand in respect of whom the Company has receiveda notice in writing under Section 160(1) of theAct from a Member proposing his candidaturefor the office of Director, be and is herebyappointed as a Director of the Company to holdoffice from 29th AGM to 30th AGM.

Mr. Abhishek Gupta (Holding DIN 02691807)have a rich experience, he is an MBA in Marketingand Finance. He has a powerful insight into theMarketing and Finance and related activities and

DIRECTORS’ REPORT



has a rich and varied experience of over 12 yearsin the areas of Marketing and Finance. He has aworking experience at senior levels in theconcerned areas and has deep knowledge andunderstanding of the respective areas. He has alsoparticipated in a number of trade fairs visitedacross 23 countries all major General Lightingand related markets world over.

Mrs. Anubha Gupta (DIN: 02190808), wasappointed as a whole time director of thecompany, her term completed in this AGM, butwho is eligible re-appointment and in respect ofwhom, the company has received a notice inwriting u/s 160(1) of the act from a memberproposing her candidature for the office ofDirector be and is herby appointed as a wholetime director of the company to hold office forfive consecutive year from 29th Annual GeneralMeeting to 33rd Annual General Meeting.

Mrs. Anubha Gupta have a rich experience, she is anMBA from IIM Ahmadabad in Marketing andFinance. She has a powerful insight into theMarketing and Administration and related activitiesand has a rich and varied experience of over 12years in the areas of Marketing and Administration.Mrs. Gupta has a working experience at seniorlevels in the concerned areas and has deepknowledge and understanding of the respectiveareas. she has also participated in a number oftrade fairs visited across many countries all majorrelated markets world over.

Mr. Kunal Manchanda (DIN: 07198689), whowas appointed as a Additional Director of theCompany with effect from 1st June 2015 by theBoard of Directors and who holds office up to thedate of this Annual General Meeting of theCompany but who is eligible for re-appointmentas a Non-Executive Independent Director of theCompany, who has submitted a declaration thathe meets the criteria for independence as providedin Section 149(6) of the Act and who is eligible forre-appointment, be and is hereby appointed asan Non Executive Independent Director of theCompany to hold office for five consecutive yearsfor a term up to 30th September 2020.”

Mr. Kunal Manchanda having 4 years experiencein the field of finance, advisory, Project fundingand other related activities he have prepareddetailed project report (DPR) and Technoeconomic Viability (TEV) study report for many

Projects for Project Funding in Jaipur, Kota, andHyderabad (in India) & Colombo (Sri Lanka).

Mr. Dharam Pal Gupta (holding DIN 00058225),Director of the Company who retires by rotationat the Annual General Meeting and in respect ofwhom the Company has received a notice inwriting proposing his candidature for the officeof Director, be and is hereby appointed as aDirector of the Company to hold office From 29thAGM TO 30th AGM.

Shri Dharam Pal Gupta, have a rich and vastexperience of sheet metals, Automobile HeadLamps and Sealed Beams, General lightingsector and finance .His achievement to developlamps with Free Form Technology first time inIndia by owns R&D awarded him the prestigiousACMA Technology Award. He has earned 25awards in total out of which 8 awards are underindividual capacity. Under his able guidance andvision, company established its MarketingNetwork all over India under Trade Mark“AUTOPAL”. He developed many programs forQCDD (He learn from UK), ‘0’ PPM at shop floorlevel to reduce cost etc. He predicted 20 yearago that “CHINA WOULD BE THE BIGGESTTHREAT FOR INDIA” and to overcome China,designed the “FIVE FINGER STRATEGY”.

Mr. Praveen Kumawat, (Membership No.A38584) who was appointed as a CompanySecretary with effect from 9th March,2015 by theBoard of Directors of the Company u/s 203 of theCompanies Act,2013. He appointed as a WholeTime Company Secretary and also appoint as aKey Managerial Person w.e.from 18th

March,2015on the terms and conditionsmentioned in his appointment letter.

8. BOARD EVALUATION:Pursuant to the provisions of the Companies Act,2013 and Clause 49 of the Listing Agreement, theBoard has carried out an annual performanceevaluation of its own performance, the directorsindividually as well as the evaluation of theworking of its Audit, Nomination & RemunerationCommittee and Stakeholders GrievanceCommittee. The Performance of the Board isevaluated by each individual Director as well ascollectively by the Board on the Annual Basistowards the end of the Financial Year. The Boardperformance is evaluated on the basis of numberof Board and Committee meetings attended by

DIRECTORS’ REPORT



individual director, participation of director inthe affairs of the company, duties performed byeach director and targets.

9 INTERNAL FINANCIAL CONTROLS:The Company has in place adequate internalfinancial controls with reference to financialstatements. During the year, such controls weretested and no reportable material weakness inthe design or operation were observed.

10. RELATED PARTY TRANSACTIONS:All related party transactions that were enteredinto during the financial year were on an arm’slength basis and were in the ordinary course ofbusiness. There are no materially significantrelated party transactions made by the Companywith Promoters, Directors, Key ManagerialPersonnel or other designated persons which mayhave a potential conflict with the interest of theCompany at large. All Related Party Transactionsare placed before the Audit Committee and theBoard for approval. Prior omnibus approval ofthe Audit Committee is obtained on a quarterlybasis for the transactions which are of a foreseenand repetitive nature. The transactions enteredinto pursuant to the omnibus approval so grantedare audited and a statement giving details of allrelated party transactions is placed before theAudit Committee and the Board of Directors fortheir approval on a quarterly basis. The policy onRelated Party Transactions as approved by theBoard is available on the Company’s website FormNo. AOC-2 carrying relevant details about relatedparty transactions of the Company is attached asAnnexure-2.

11. CORPORATE SOCIAL RESPONSIBILITY(CSR) U/s 135 is not applicable to AutopalIndustries Limited.

12. RISK MANAGEMENT:-The Company has developed a verycomprehensive risk management policy underwhich all key risks and mitigation plans arecompiled into a Risk Matrix. The same is reviewedquarterly by senior management and periodicallyalso by the Board of Directors. The Risk Matrixcontains the Company’s assessment of impact andprobability of each significant risk andmitigation steps taken or planned. For a detailedrisk management policy please refer the websitelink http://www.gravitaindia. com/wp-content/uploads/pdf/risk-managementpolicy.pdf.

13. MATERIAL CHANGES ANDCOMMITMENTS AFFECTING FINANCIALPOSITION OF THE COMPANY:No material changes and commitments haveoccurred after the close of the year till the date ofthis Report, which affect the financial position ofthe Company.

14. CORPORATE GOVERNANCE :-Corporate Governance is a continuous process atAutopal Industries Limited. It is about commitmentto values and ethical business conduct. Systems,policies and frameworks are regularly upgradedto effectively meet the challenges of rapid growthin a dynamic external business environment. Beinga Listed Corporate entity, our Company iscommitted to sound corporate practices based onconscience, openness, fairness, professionalismand accountability paving the way in buildingconfidence among all its stakeholders for achievingsustainable long term growth and profitability. Adetailed Corporate Governance Report and acertificate from M/s MK& Associates, PracticingCompany Secretaries, Jaipur regarding compliancewith conditions of Corporate Governance asrequired under Clause 49 of the Listing.

Agreement are attached and forms an integral partof this report. Certificate of the CEO/CFO, interalia, confirming the correctness of the FinancialStatements, compliance with Company’s Code ofConduct, adequacy of the Internal Controlmeasures and reporting of matters to the AuditCommittee in terms of Clause 49 of the ListingAgreement with the Stock Exchanges, is attachedand forms an integral part of this report.

15. STATUTORY AUDITOR:-At the Annual General Meeting of the Companyto be held on 30th September,2015 M/s Rajvanshi& Associates Chartered Accountants, will bere-appointed as Statutory Auditors of theCompany to hold office from the conclusion of29th AGM till the conclusion of the 33th AGM. Interms of the first proviso to Section 139 of theCompanies Act, 2013, the appointment of theauditors shall be placed for ratification bymembers at every Annual General Meeting.Accordingly, based on recommendation of AuditCommittee and Board of Directors, theappointment of M/s Rajvanshi &AssociatesChartered Accountants, as Statutory Auditors ofthe Company, is placed for ratification by theshareholders. In this regard, the Company has

DIRECTORS’ REPORT



received a certificate from the auditors to theeffect that if they are reappointed, it would be inaccordance with the provisions of Section 141 ofthe Companies Act, 2013. Further, for anyqualifications or adverse remarks in the Auditors’Report valid clarification/ explanation has beengiven The Notes on financial statements are selfexplanatory, and needs no further explanation.

16. COST AUDITOR:-The Audit Committee and Board of Directors of theCompany have appointed M/s Bikram Jain &Associates , Cost Accountants having firmregistration no. 101610 as Cost Auditors forconducting the audit of Cost Records maintainedby the company for the Financial Year 2015-16.The Cost Audit report for the F.Y. 2013-14 was filedwith Registrar of Companies (Central Government)on 30th May,2015 .There are no qualifications oradverse remarks in the Cost Audit Report whichrequire any clarification/ explanation.

17. PARTICULARS OF LOANS:-APIL has not given loan, Investments made,Guarantees given and Securities provided ReferenceSection 134 and 186(4) of companies act, 2013.

18. SECRETARIAL AUDITOR ANDSECRETARIAL AUDIT REPORT:-The Board has appointed M/s MK&Associates,Company Secretaries in Whole-time Practice, tocarry out Secretarial Audit of the Company underthe provisions of Section 204 of the CompaniesAct 2013. The Report of Secretarial Auditor isannexed with this report as Annexure-3. TheReport does not contain any qualification.

19. INSIDER TRADING :-Insider Trading Prevention Code Pursuant to theSEBI Insider Trading Code, the company hasformulated a comprehensive policy forprohibition of Insider Trading in Equity Sharesof Autopal Industries Limited to preserve theconfidentiality and to prevent misuse ofunpublished price sensitive information. Mr.Chandan Singh has been designated as theCompliance Officer. It has also been posted onthe website of the Company www.autopal.org

20. ENERGY CONSERVATION& FOREIGNEARNINGS AND OUTGO :-

a). Conservation of Energy, Technology Absorptionunder Section 134 of the Companies Act, 2013read with Companies (Accounts) Rules 2014 is

not applicable for the Company.b). Expenditure incurred in foreign currency for:

Travelling Expenses Rs. 93,190/-Purchase of Imported Material Rs. 91,69,283/-(Previous Year Rs. 55,17,896)Purchase of Traded goods Rs. 3,32,25,833/-Purchase of Plant & Machinery components Rs.2,24,831/-

21. CONSOLIDATED FINANCIAL STATEMENTSAND CASH FLOW STATEMENT:-As required under Clause 32 of the ListingAgreement and Companies Act, 2013, theConsolidated Financial Statements of theCompany have been prepared in accordance withthe requirements of Accounting Standards issuedby ‘The Institute of Chartered Accountants ofIndia’. The Audited Consolidated FinancialStatements together with Auditors’ Reportthereon forms part of the Annual Report.

22. LISTING DISCLOSURE:-Listing of Equity Shares: The equity shares ofthe Company are listed on the Bombay StockExchange Ltd (BSE Ltd) .The Listing fees for theFinancial Year 2014-15 has been duly paid. Ourscrip code in BSE is 517286.

The shares of the Company are being traded inBombay Stock Exchange for the Financial year2014-15 And movement of the share price duringthe year is forming part of this Annual Report

CDSL & NSDL Connectivity: The Company hasdemat Connectivity with CDSL & NSDL for dematof shares .The shareholders can avail the depositoryservice with any Depository Participant registeredwith CDSL & NSDL which are spread over thelength and breadth of the country. Around 40% ofthe shares has already been dematerialized andremaining shareholders can apply to our RTA forthe same. Our ISIN No.is INE335Q01018

23. MANAGEMENT DISCUSSION REPORT:-Management Discussion and Analysis Report forthe year under review as stipulated under Clause49 of the Listing Agreement with the StockExchanges in India is presented in a separatesection forming part of this Annual Report.

24. VIGIL MECHANISM:-Your Company is committed to highest standardsof ethical, moral and legal business conduct.Accordingly, the Board of Directors have

DIRECTORS’ REPORT



formulated a Whistle Blower Policy which is incompliance with the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49of the Listing Agreement. The policy provides fora framework and process whereby concerns canbe raised by its employees against any kind ofdiscrimination, harassment, victimization or anyother unfair practice being adopted againstthem. More details on the vigil mechanism andthe Whistle Blower Policy of your Company havebeen outlined in the Corporate GovernanceReport which forms part of this report.

25. EFFECT OF HON’BLE BOARD FORINDUSTRIAL AND FINANCIALRECONSTRUCTION (BIFR) ORDER ON THEBOOKS OF ACCOUNTS.During the year w.e.f. 22th August 2014 thecompany is ceased to be a sick industrial companywithin the meaning of section 3(1) (o) of SICA,1985 and therefore it is discharged from thepurview of SICA. However, the unimplementedprovisions of the sanctioned scheme, if any shallcontinue to be implemented by the company.

(i) In Compliance of order company has written offto the extent of 75%of old dues of sundry creditorsand balance 25% has to be paid in 1/5 annualinstalment. In compliance of the same thecompany has made payment in full to some of thecreditors who have nominal amount and 1/5thpayment has been made during the year throughemployee to rest of the creditors in compliance ofBIFR orders reported by the company.

(ii) Fixed Deposits from public amounting Rs.95,725/- is outstanding as at the beginning ofthe year out of which no payment has been madeduring the year.

(iii) Interest Payable on Public Deposit amounting toRs. 1,28,683/- is outstanding in the opening out ofwhich no payment has been made during the year.Hence, as stated by the management companyhas not complied with the last 2 terms andcondition of BIFR Scheme. However company willfinally pay this outstanding amount till March2016 as per BIFR order.

26. REGISTRAR AND SHARE TRANSFERAGENT:The Company has Appointed Beetal FinancialComputer Service (P) Limited as their Registrarand Share Transfer Agent. You may contact and

file any application for transfer/transmission ofshares, change of address and resolve any queriesrelated to share holder with the RTA and youmay also apply to Beetal for the conversion ofphysical shares into dematerialized form with itsregistered address as under:-Beetal House, 3rd floor, 99 madangir, BehindLocal Shopping Centre, Near Dada HarshukhdasMandir, New Delhi-110062 Ph: 011-29961281,83, E-mail: [email protected]

27. SUBSTANTIAL ACQUISITION OF STAKEREGULATION 8(3) (SAST):-Shri D.P. Gupta Promoter & Promoter group ofthe Autopal Industries Limited and Shri AnupGupta as a Managing Director acquiredsubstantial Shares of the Company bringing theirtotal shareholding to 52.29% of the total equitycapital of the Company.

26. Miscellaneous:-v Your Directors state that no disclosure or

reporting is required in respect of the followingitems as there were no transactions on these itemsduring the year under review:

v Details relating to deposits covered underChapter V of the Act.

v Neither the Managing Director nor the Whole-timeDirectors of the Company receive any remunerationor commission from any of its subsidiaries.

v No significant or material orders were passed bythe Regulators or Courts or Tribunals whichimpact the going concern status and Company’soperations in future.

27. ACKNOWLEDGEMENT :-The results of an organisation are great reflectiveof the efforts put in by the people who work for/with the company. The Directors fully recognisethe contribution made by the employees of thecompany and all stakeholders for successfuloperations of the company. The Directors alsoplace on record their appreciation for the sincerecooperation and assistance of GovernmentAuthorities, Customers, Suppliers, BSE, NSE,CDSL, NSDL, Bankers, Business Associates,Shareholders, Auditors, Financial Institutionsand other individuals / bodies.

For and on behalf of the Board of Directors

Place : Jaipur Dharam Pal Gupta Anup GuptaDATE : 01/09/2015 (Chairman) (Managing Director)

DIRECTORS’ REPORT



ANNEXURE-I

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ANNEXURE - IIForm No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related partiesreferred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactionsunder third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis : NIL

(a) Name(s) of the related party and nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(c) Duration of the contracts / arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

(e) Justification for entering into such contracts or arrangements or transactions:

(f) date(s) of approval by the Board:

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso tosection 188:

2. Details of material contracts or arrangement or transactions at arm's length basis

S.No.� Name of party Nature of transaction

Net Transaction during the year (Rs.)�

Outstanding amount as on 31.03.2015 (Rs.)�

Remark�

1. Autopal Distribution Pvt. Ltd

Payment Made Against Due VAT of company

400358/- 723080/- Payable

2. Autolite India Ltd.

Old outstanding balance

Nil 1613492/- Payable

3. Mr. Anup Gupta Director Salary and Bonus

1550000/- 52660/- Payable

Unsecured Loan 70000/- 13707000/- Payable Advance against

Expenses 750416/- Nil Nil

4. Mr. D.P. Gupta Director Salary 465000/- 385580/- Payable

Unsecured Loan 215000/- Nil Nil 5. Mrs. Anubha

Gupta Unsecured Loan 1330000/- 4049150/- Payable

Director Salary 610000/- 218850/- Payable Advance against

Expenses 18435/- Nil Nil

6. Mrs. Rajni Gupta

Unsecured Loan 19800/- 2279200/- Payable

DIRECTORS’ REPORT



7. Mrs. Lata Gupta Unsecured Loan 205000/- Nil Nil Advances 2500000/- Nil Nil

8 Man Radio& Electricals Pvt. Ltd.

Loans and Advances

Nil 1000000/- Receivable

9 Win ProInfolink Pvt. Ltd.

Advance to Creditors

2500000/- 2500000/- Advance

10 GK-Autopal Lighting Solutions LLP

Investment 800000/- 800000/-

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DIRECTORS’ REPORT



To,The Members,Autopal Industries Limited.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence togood corporate practice by M/s Autopal Industries Limited (herein after called "The Company"). Secretarial auditwas conducted in the manner that provided us a reasonable basis for evaluating the corporate conduct/ statutorycompliance and expressing our opinion thereon.

Based on the verification of the books, papers, minute books, forms and returns filed and other records maintainedby the Company and also the information provided by the Company, its officers, agents and authorized representa-tives during the conduct of secretarial audit, I hereby report that in my opinion; the Company has, during the auditperiod covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereun-der and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in themanner and subject to the reporting made hereinafter.

I have examined the books, papers, minutes' book, forms and returns filed and other records maintained by theCompany for the financial year ended on 31st March, 2015, to the extent applicable, according to the provisions of:

I. The Companies Act, 2013 (the Act) and the rules made there under;

II. The Securities Contract (Regulation) Act, 1956 and Rules made there under;

III. The Depositories Act, 1996 and Regulations and Bye-laws framed there under;

IV. The following Regulations and Guidelines prescribed under the Securities & Exchange Board of India Act,1992 ("SEBI Act") to the extent applicable;

A. SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 2011;

B. SEBI (Prohibition of Insider Trading) Regulations, 1992;

C. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009;

D. SEBI (Employee Stock Option Scheme and Employee Stock purchase Scheme) Guidelines, 1999;

E. SEBI(Issue and listing of Debt securities) Regulations, 2008;

F. SEBI(Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

G. The SEBI (Delisting of Equity Shares) Regulations, 2009;

H. The SEBI (Buyback of Securities) Regulations, 1998;

V. As identified by the management, following laws are specifically applicable to the Company:

A. Factories Act, 1948.

B. Industrial Disputes Act, 1947.

C. (Regulation And Welfare) Act, 1969.

D. The Industrial Employment (Standing Orders) Act, 1946.

E. Workmen's Compensation Act, 1923.

F. Indian Contract Act, 1872.

SECRETARIAL AUDIT REPORT

Form No. MR-3

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

ANNEXURE - III

DIRECTORS’ REPORT



G. Package Commodities Act, 1977.

H. The Special Economic Zone Act, 2005.

I. The Export and Import Policy of India

J. And other applicable Laws.

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India. (Not Notified hence notapplicable to the Company during Audit Period);

b) The Listing Agreements entered into by the Company to get itself listed with BSE Limited.

During the period under review the, Company has-complied with the provisions of the Act, Rules, Regulations,Guidelines, Standards, etc. mentioned above, except in the following:

¢ Chief Financial Officer is not appointed.

¢ Form MGT-14 relating to Unaudited Results in F.Y. 2014-15 for the Quarter Ending 30-06-2014 and 30-09-2014was not filed.

¢ Form MGT-14 relating to disclosure of interest u/s 184 of Companies Act, 2013 was not filed.

¢ Due to resignation of one of the Non-Executive Independent Director, the company doesn't have propercomposition of Board.

I further report that

a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors in the beginning of the Financial Year. The changes in thecomposition of the Board of Directors that took place during the period is in compliance with the provisionsof the Act but after resignation of Mata Deen Sharma as Non-Executive Independent Director, the board ofdirector is not have proper balance of Non-Executive Directors and Independent Directors.

b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes onagenda were sent at least seven days in advance, and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningful participation at themeeting.

c) None of the directors in any meeting dissented on any resolution and hence there was no instance ofrecording any dissenting member's view in the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guide-lines.

I further report that during the audit period the Company has passed special resolutions for re-appointment &remuneration of managing director for five year. Which are having major bearing on the Company's affairs inpursuant of the above referred laws, rules, regulations, guidelines, standards, etc.

This report is to be read with my letter of even date which is annexed as Annexure - I which forms an integral part ofthis report.

For MAHENDRA KHANDELWAL & CO.Company Secretaries

Date: 29/05/2015 Mahendra Prakash KhandelwalPlace: Jaipur (Proprietor)

FCS No.: 6266CP No.: 4459

DIRECTORS’ REPORT



Annexure - I

To,The Members,Autopal Industries Limited.

My report of even date is to be read along with this letter.

1. It is management's responsibility, to identify the Laws, Rules, Regulations, Guidelines and Directions whichare applicable to the Company depending upon the industry in which it operates and to comply and maintainthese records with same in letter and in spirit. My responsibility is to express an opinion on those recordsbased on our audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance aboutthe correctness of the contents of the secretarial records. The verification was done on test basis to ensurethat correct facts are reflected in secretarial records. We believe that the process and practices I followedprovide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of theCompany.

4. Wherever required, I have obtained the Management's Representation about the compliance of Laws, Rules,Regulations, Guidelines and Directions and happening events, etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is theresponsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of theefficacy or effectiveness with which the management has conducted the affairs of the Company.

For MAHENDRA KHANDELWAL & CO.

Company Secretaries

Date : 29/05/2015 Mahendra Prakash KhandelwalPlace : Jaipur (Proprietor)

FCS No.: 6266CP No.: 4459

DIRECTORS’ REPORT



REPRESENTATION ON OBSERVATION OFSECRETARIAL AUDITOR

There were four observations found by the Secretarial Auditor during his audit for the financial year 2014-15, whichare as under:-

1. Chief Financial Officer is not appointed.

2. Form MGT-14 relating to Unaudited Results in F.Y. 2014-15 for Quarter ending 30.06.2014, 30.09.2014 was notfiled.

3. Form MGT-14 relating to disclosure of interest u/s 184 of Companies Act, 2013 was not filed.

4. Due to resignation of one of the Non-Executive Independent Director, the company doesn't have propercomposition of Board.

The Board of Directors would like to express their incapability to meet the above compliances as under:-

� The Board of Directors have already start recruitment process for appointment of Chief Financial Officer butstill does not find any suitable candidates for that post. But assure that it will not create adverse impact onthe company as well as shareholders and company will appoint them shortly.

� The Board of Directors have lack of knowledge in First and Second Quarter of Financial Year of NewCompanies Act 2013 and its Rules, Regulations, Notification, Circulars and compliances relating to Registrarof Companies, due to that the forms was not filed for that period.

� Due to unexpected resignation by Mata Deen Sharma as Independent Director. The Company didn't find anysuitable person for this post during F.Y. and appointment will be made by the company as on earlier basis.

The Board of Directors would also like to assure its shareholders that the above non-compliances by the companywould not have any adverse effects on the shareholders and their shareholding and the company will take care thatsuch above non-compliances should not happen in future.

DIRECTORS’ REPORT



In compliance with the requirement under section 177& 178 of the Companies Act, 2013 as also in fulfilmentof the requirement of the Clause 49 of the ListingAgreement with the stock exchanges, your Companysubmits the Annual Report on Corporate Governance.

COMPLIANCE OF MANDATORY REQUIREMENTS1. COMPANY’S PHILOSOPHY ON CORPORATE

GOVERNANCEAutopal Industries Limited (hereinafter referred toas ‘AUTOPAL’), looks upon good CorporateGovernance practices as a key driver of sustainablecorporate growth and long-term stakeholder valuecreation. Good Corporate Governance Practicesenable a Company to attract financial and humancapital. In turn, these resources are leveraged tomaximise long-term stakeholder value, whilepreserving the interests of multiple stakeholders,including the society at large.

AUTOPAL and its employees are guided by thevalues of collaborative spirit, unrelentingdedication and expert thinking. These values arecore to our operations. All are expected to adhereto the highest standards of integrity. In the conductof Company’s business and its dealings, it abidesby the principles of honesty, openness and doingwhat is right and fair. AUTOPAL is committed indoing things the right way, which means, takingbusiness decisions and acting in a way that isethical and is in compliance with the applicablelegislation. These principles guide our behaviorat all times. Our Company practices the higheststandards of corporate behavior towards everyoneit works with, be it the communities or theenvironment. This is the road to responsible,sustainable and profitable growth and createslong term value for Our Company’s stakeholders,people and our business partners.

2. BOARD OF DIRECTORSThe Company has a very balanced and diverseBoard of Directors, which primarily takes care ofthe business needs and stakeholders’ interest. TheNon-Executive Directors including IndependentDirectors on the Board are experienced,competent and highly renowned persons from thefields of Marketing Finance & Taxation,Economics, Law, Governance etc. They take active

part at the Board and Committee Meetings byproviding valuable guidance to the managementon various aspects of Business, Policy Direction,Governance, Compliance, etc. and play criticalrole on strategic issues, which enhances thetransparency and add value in the decisionmaking process of the Board of Directors.

(i) BOARD PROCEDURE : In terms of the listingagreement, meetings of the board of directorsshould be held at least four times a year notexceeding the gap of one twenty days. Allinformation as required to be made availableto the board is provided to the members of theboard well in time for discussion in the boardmeeting for taking corrective action, if any.

(ii) COMPOSITION OF THE BOARD : As on31st March, 2015the board of AutopalIndustries Limited consisted of seven directors,four of whom i.e., Director, ManagingDirector, Whole Time Director and AdditionalDirector in the whole time employment. Theremaining three are non-executiveIndependent directors. The members of theboard have considerable expertise in theirrespective areas. The composition as well ascategory is summarized as under-

S. Name of Directors Executive/Non-No. Executive/Independent

1. Mr. D.P. Gupta Director

2. Mr. Anup Gupta Managing Director

3. Mrs. Anubha Gupta Whole Time Director

4. Mr. Abhishek Gupta Director

5. Mr. R.L. Rawat Non-Executive &Independent Director

6. Mr. Shailendra Kumar Non-Executive &Independent Director

7.* Mr. M.D. Sharma Non-Executive &Independent Director

* Mr. M.D. Sharma retired from the designation of theNon-Executive Independent director of the companyw.e.f.1st September 2014.

(iii) BOARD MEETINGSBoard Meetings Dates for the BoardMeetings are decided well in advance and

CORPORATE GOVERNANCE




communicated to the Directors. BoardMeetings are held at the Corporate Office ofthe Company. The Agenda along with theexplanatory notes are sent in advance to theDirectors. Additional meetings of the Boardto address specific needs of Company areheld as and when deemed necessary by theBoard. In case of any exigency/ emergency,resolutions are passed by circulation. Theintervening period between two Boardmeetings is well within the maximum gap offour months as prescribed under Clause 49of the Listing Agreement with StockExchanges. The Board periodically reviewscompliance reports of all laws applicable tothe Company. Steps are taken by theCompany to rectify instances of non-compliance, if any. The following Meetingsof the Board were held during the FinancialYear 2014-2015, thirteen (13) BoardMeetings were held and the gap betweentwo meetings did not exceed one twenty

days. The dates on which the said meetingswere held are as follows-

S. Date of Meeting Board No. ofNo. Strength Directors

Present1 9th April,2014 6 62 8th May,2014 6 63 30th May,2014 6 54 10th July,2014 6 65 13th August,2014 6 66 30th August,2014 6 57 26th September,2014 5 58 31st October,2014 5 59 13th November,2014 6 610 23rd December,2014 6 611 13th February,2015 6 612 9th March,2015 6 613 27th March,2015 6 6

Name of the Category Board Meetings Whether Number of Number ofDirector (Promoter & held during attended Directorships in Committee positions

Director) the year And last AGM other public held in other publicMeetings held on Companies companiesAttended Sep. 30, 2014

Held Attended Chairman Member Chairman Member

Mr. Anup Promoter & 13 13 Yes NIL NIL NIL NILGupta Managing

Director

Mr. D.P. Promoter & 13 13 Yes NIL NIL NIL NILGupta Director

Mrs. Anubha Promoter & 13 12 Yes NIL NIL NIL NILGupta Whole Time

Director

Mr. R.L. Non Executive 13 13 Yes NIL NIL NIL NILRawat Independent

Director

Mr. Non Executive 13 13 Yes NIL NIL NIL NILShailandra IndependentKumar Director

Mr. Mata Non Executive 13 6 No NIL NIL NIL NILDeen Sharma Independent

Director

THE ANNUAL GENERAL MEETING PRESENT DIRECTORS WERE HELD DURING 2014-15.

NOTES:# Mr. M.D. Sharma retired from the designation of the Non-Executive Independent director of the company w.e.f.1st September 2014.# # Directorship does not include directorship in foreign companies.### None of the director is member in more than 10 committees or chairman of more than 5 committees across all companies in which he is a director.




Meeting of Independent Directors:-In compliance of Section 149 of Companies Act, 2013and clause 49 of Listing Agreement a separate meetingof Independent Directors was held on 13th August,2014Name of Director Whether present or notMr. R.L.Rawat yesMr. Shailender Kumar yesMr.M.D.Sharma yes

(iv) INFORMATION PROVIDED TO THE BOARDMEMBERSThe Board agenda with proper explanatory notesis prepared and circulated well in advance to allthe Board Members. All statutory and othermatters of significant importance includinginformation as mentioned in Annexure 1A to clause49 of the Listing Agreement are responsibility ofstrategic supervision of the Company. The Boardalso reviews periodical compliances of all laws,rules and regulations. At the Board Meeting,members have full freedom to express their opinionand decisions are taken after detaileddeliberations.

3. CODE OF CONDUCTA Code of Conduct has been formulated for theDirectors and senior management of the companyand the same is available on the company websitewww.autopal.org.The company is committed toconduct its business in accordance with theapplicable laws, rules and regulations and withthe highest standards of business ethics. The Boardhas adopted a code of ethics for its members, themanagement & also for all other employees of thecompany

4. VIGIL MECHANISMA whishle blower plicy which is in compliancewith the provision of sec. 177(10) of the companiesAct 2013 and clause 49 of the listing agreement.The Board is committed to ersure fraud free workenvironment. A whistle blower policy providing aplatfrom to all its stakeholder includingcmployess, Regulatory agencies and customers ofthe company to report any suspected or comfirmedincident of fraud/misconduct.

5. PROHIBITION OF INSIDER TRADING POLICYThe Company has in place the Code of Conductfor prevention of Insider Trading to comply withrelevant regulations laid down by SEBI.Accordingly the Company announces closer ofTrading Windows, free period, declaration of

prohibited period etc. The Company has designeda reported system to prevent insider trading bydesignated employee and takes quarterly andannual disclosure from the designated employeesas mentioned in the Insider Trading Policy.

6. COMMITTEES OF THE BOARD

(i) AUDIT COMMITTEEThe Audit Committee of the Board was constitutedon 12th April, 2012.The Audit Committee of theCompany comprises of two Non-Executive andIndependent Directors and is constituted inaccordance with the requirements of the ListingAgreement read with Companies Act 2013.Mr.R.L.Rawat, is the Chairman of the AuditCommittee. All the members of the committee arefinancially literate and possess thoroughknowledge of accounting principles. During theyear the Board of Directors of the company havebroadened the terms of reference of AuditCommittee so as to make the same in consensuswith terms of reference defined under CompaniesAct 2013 vis-à-vis the listing agreement.The Statutory Auditors, Cost Auditors and InternalAuditors are invited to the Audit CommitteeMeetings to discuss with Directors the scope ofaudit, their comments, and to discuss the InternalAudit Reports. Minutes of the Audit CommitteeMeetings are circulated to all Directors anddiscussed at the Board Meetings. Mr. A.K.Tiwarimember and Mr.Chandan Singh Assistant cumCompany Secretary of the Company acts asSecretary of the Audit Committee.

The Audit Committee met 4 (four) times during thefinancial year 2014-15 on:

Name of Designation No. of No. ofthe Members Meetings Meetings

held during Attendedthe year

Shri R.L. Chairman 4 4Rawat

Shri Member 4 4ShailendraKumar

Shri A.K. Member 4 4Tiwari

Shri Chandan Secretary 4 4Singh

The Terms of Reference of the Audit Committee are




broadly as follows:� Oversight of the company’s financial reporting

process and the disclosure of its financialinformation to ensure that the financial statementsare correct, sufficient and credible.

� Recommending to the Board, the appointment,reappointment and, if required, the replacementor removal of the statutory auditor and the fixationof audit fees.

� Approval of payment to statutory auditors for anyother services rendered by the statutory auditors;

� Reviewing, with the management, the annualfinancial statements before submission to theboard for approval, with particular reference to:

v Matters required to be stated in the Director’sResponsibility Statement to be stated in theBoard’s Report in terms of provisions ofCompanies Act;

v Changes, if any, in accounting policies andpractices and reasons for the same;

v Major accounting entries involving estimatesbased on the exercise of judgment by management;

v Significant adjustments made in the financialstatements arising out of audit findings;

v Compliance with listing and other legalrequirements relating to financial statements;

v Disclosure of any related party transactions;v Qualifications in the draft audit report;

� Reviewing with the management, the quarterlyfinancial statements before submission to theBoard for approval;

� Reviewing with the management, the statement ofuses / application of funds raised through an issue(publicIssue, rights issue, preferential issue amongothers), the statement of funds utilized for purposesother than those stated in the offer document/prospectus/notice and the report submitted by themonitoring agency monitoring the utilization ofproceeds of a public or rights issue, and makingappropriate recommendations to the Board to takeup steps in this matter;

� Reviewing with the management, performance ofstatutory and internal auditors, and adequacy ofthe internal control systems;

� Reviewing the adequacy of internal audit function,if any, including the structure of the internal auditdepartment, staffing and seniority of the officialheading the department, reporting structurecoverage and frequency of internal audit;

� Discussion with internal auditors any significantfindings and follow up there on.

� Reviewing the findings of any internalinvestigations by the internal auditors into matterswhere there is suspected fraud or irregularity or afailure of internal control systems of a materialnature and reporting the matter to the Board;

� Discussion with statutory auditors before the auditcommences, about the nature and scope of auditaswell as post-audit discussion to ascertain anyarea of concern;

� To look into the reasons for substantial defaultsin the payment to the depositors, debentureholders, shareholders (in case of non-payment ofdeclared dividends) and creditors;

� To review the functioning of the Whistle Blowermechanism, in case the same is existing;

� Carrying out any other function as is mentionedin the terms of reference of the Audit Committee;

� Recommendation for appointment, remunerationand terms of appointment of auditors of thecompany;

� Review and monitor the auditor’s independenceand performance, and effectiveness of auditprocess;

� Scrutiny of inter corporate loans and investment;� Valuation of undertakings or assets of the

company, wherever it is necessary;� Evaluation of internal financial controls and risk

management systems;

ii) NOMINATION AND REMUNERATIONCOMMITTEEThe Nomination and Remuneration Committeebroadly plays a dual role of determining thecomposition of the Board based on need andrequirements of the Company from time to timeand determines the overall compensationframework and policy for Directors, seniormanagement and employees. The Committeefurther reviews that the human resource practicesof the Company are effective in maintaining andretaining a competent workforce.

During the financial year 2014-15, in compliancewith Section178 of the Companies Act, 2013 readwith Companies (Meetings of the Board and itsPowers) Rules, 2014 and Clause 49 of the ListingAgreement, “Nomination and RemunerationCommittee of the Board of Directors of theCompany was formed after merging and re-constituting the erstwhile Nomination Committeeand Remuneration Committee. The erstwhileNomination Committee and RemunerationCommittee had meting on dated 07/03/2015. All




the members were present at the afore saidCommittee meetings.

The composition of the Nomination andRemuneration Committee is in compliance withthe provisions of Section 178 of the CompaniesAct, 2013 and Clause 49 of the Listing Agreement.

The Committee meting on dated 07/03/2015 timesduring the financial year ended 31st March, 2015.The composition of the Nomination andRemuneration Committee of the Board of Directorsof the Company along with the details of themeetings held and attended by the members of theCommittee during the financial year ended 31stMarch, 2015 is detailed below

Name of Member Designation Category

Mr. Shailander Chairman Non ExecutiveKumar Independent

Director

Mr.R.L.Rawat Member Non ExecutiveIndependen tDirector

Mr. M.D.Sharma Member Non ExecutiveIndependen tDirector

The Composition was disturbed due toresignation of Mr. M. D. Sharma (IndependentDirector), another Independent Director wasappointed who would form become member of theCommittee to ensure to required Composition .

The Nomination and Remuneration Committee isempowered, pursuant to its terms of reference, interalia, to:1. Identify persons who are qualified to become

directors and persons who may be appointedin senior management in accordance with thecriteria laid down, and recommend to theBoard their appointment and removal;

2. Carry on the evaluation of every Director’sperformance;

3. Formulate criteria for determiningqualifications, positive attributes andindependence of a Director;

4. Recommend to the Board a policy, relating totheir remuneration of the directors, KeyManagerial Personnel and other employees;

5. Formulate criteria for evaluation ofIndependent Directors and the Board;

6. Devise a policy on Board Diversity; and

7. Undertake any other matters as the Boardmay decide from time to time.

Nomination and Remuneration Policy of theCompany:In accordance with the Nomination andRemuneration Policy, the Nomination andRemuneration Committee has, inter alia, thefollowing responsibilities:

Formulate the criteria for appointment as aDirector: the Committee shall formulate criteria,and review them on an ongoing basis, fordetermining qualifications, skills, expertise,qualities, positive attributes required to be aDirector of the Company.

Identify persons who are qualified to be Directors:The Committee shall identify persons who arequalified to become Directors and who satisfy thecriteria laid down. The process of identificationshall include ascertaining, meeting, screening andreviewing candidates for appointment asDirectors, whether Independent, Non-Executiveor Executive.

Nominate candidates for Directorships subject tothe approval of Board: the Committee recommendsto the Board the appointment of potentialcandidates as Non- Executive Director orIndependent Director or Executive Director, asthe case may be.

Approve the candidates required for seniormanagement positions: The Committee shall laydown criteria including qualifications, skills,expertise and qualities required for seniormanagement positions like Managing Director &CEO, CFO and Company Secretary and membersof the Executive Council of the Company.

Evaluate the performance of the Board: TheCommittee shall determine a process forevaluating the performance of every Director,Committees of the Board and the Board. TheCommittee may seek the support and guidance ofexternal experts and agencies for this purpose.

Evaluate the performance of the Managing Directoror Whole-time Director and determine the Executivecompensation: The Committee shall evaluate theperformance of the Managing Director by settinghis Key Performance Objectives at the beginning ofeach financial year. The Committee shall also




approve his/her/their compensation package(s) inaccordance with applicable laws, in line with theCompany’s objectives, shareholders’ interests,comparable with industry standards and which shallhave an adequate balance between fixed andvariable component.

Review performance and compensation of seniormanagement: The Committee shall review theperformance of the senior management of theCompany. The Committee shall ensure that theremuneration to the Key Managerial Persons andSenior Management involves a balance betweenfixed and incentive pay reflecting short and longterm performance objectives appropriate to theworking of the Company and its goals.

Recommend to the Board, commission to the Non-Executive Directors: The Committee shallrecommend the commission payable to the Non-Executive Directors, including IndependentDirectors, to the Board of Directors of theCompany after considering their contribution tothe decision making at meetings of the Board/Committees, participation and time spent as wellas providing strategic inputs and supporting thehighest level of corporate governance and Boardeffectiveness. It shall be within the overall limitsfixed by the shareholders of the Company.

Remuneration PolicyThe remuneration paid to Executive Directors isrecommended by Nomination & RemunerationCommittee and approved by Board in BoardMeeting, subject to the subsequent approval of theshareholders at the General Meeting and such otherauthorities, as may be required. The remunerationis decided after considering various factors such asqualification, experience, performance,responsibilities shouldered, industry standards aswell as financial position of the Company.

� Remuneration to Non- Executive/ IndependentDirector:Sitting Fees:The Non-executive/ Independent Directors of theCompany may be paid sitting fees, if any, as perthe applicable Regulations and also sitting feeshall be paid to Executive Directors. The quantumof sitting fees will be determined as per therecommendation of Nomination and RemunerationCommittee and approved by the Board ofDirectors of the Company.

� Minimum Remuneration:If, in any financial year, the Company has no profitsor its profits are inadequate, the Company shallpay Remuneration to its Managerial Personnel inaccordance with the provisions of Schedule V ofthe Act, and if it is not able to comply with suchprovisions, with the prior approval of the CentralGovernment.

� Provisions for excess remuneration:If any Managerial Personnel draws or receives,directly or indirectly by way of remuneration anysuch sums in excess of the limits prescribed underthe Act, or without the prior sanction of theCentral Government, where required, he / sheshall refund such sums to the Company and untilsuch sum is refunded, hold it in trust for theCompany. The Company shall not waive recoveryof such sum refundable to it unless permitted bythe Central

� Stock Options:Pursuant to the provisions of the Act, anIndependent Director shall not be entitled to anystock option of the Company.

iii) Stakeholders Relationship CommitteeDuring the financial year ended 31st March, 2015,the nomenclature of the Stakeholders Relationshipand Investors Grievance Committee was changedto “Stakeholders Relationship Committee”pursuant to the provisions of Section 178 of theCompanies Act, 2013 and Clause 49 of the ListingAgreement. The composition of the StakeholderRelationship Committee is incompliance with theprovisions of Section 178 of the Companies Act,2013 and Clause 49 of the Listing Agreement. TheCommittee met twice during the financial yearended 31st March, 2015 on dated 10th October,2014 and 19th March, 2015.

The constitution of the Stakeholders RelationshipCommittee of the Board of Directors of theCompany along with the details of the meetingsheld and attended by the members of the Committeeduring the financial year ended 31st March, 2015is detailed below:

Members No of Meeting No of MeetingAttended

Mr. R.L.Rawat 2 2

Mr. Anup Gupta 2 2

Mr. D.P.Gupta 2 2

Mr. Chandan 2 2Singh




Mr. Chandan Singh (Assistant-Cum CompanySecretary) is the ‘Compliance Officer’ of theCompany for the requirements under the ListingAgreements with Stock Exchanges. The Board hasdelegated the power of share transfer to acommittee. The committee attends to share transferformalities, weekly/fortnightly/quarterly.

The summary of number of requests/grievances receivedand resolved in every quarter is placed before theBoard for its information and review.

S. Nature of Recei Resol MaximumNo. Grievance -ved -ved Period of

Reply (indays)

1. Change of Address 15 15 10

2. Transfer/ 10 10 10Transmission

3. Annual Report NIL NIL NIL

4. SCORES 7 7 15

5. Other Grievances NIL NIL NIL

7. MEANS OF COMMUNICATION(i) Financial Results

Quarterly, half-yearly and annual results in theforms prescribed by Clause 41 of the StockExchange Listing Agreements are published inprominent Dailies such as Business Standard/Finance Express (English) and Rewaj RajasthanKI (Hindi) newspaper clause 35, clause 49, clause41for every quarter and Annual Report forfinancial year is displayed on company’s websitewww.autopal.org.

(ii) Other InformationGeneral Information of the company, official newsreleases and presentations to analysts andInstitution alI Investors are also posted oncompany website:- www.autopal.org

(iii) Compliance calendarClause 41- Within 45 daysUnaudited Accounts from quarter end

Clause 35 - Within 21 daysShareholding Pattern from quarter end

Clause 49 - Within 15 daysCorporate Governance from quarter end

Reconciliation of Share Within 30 daysCapital Audit from quarter end

Annual Filing:-

Sr. No. Document e-Form

1 Balance-Sheet Form 23AC XBRL to be filed by all Companies*

2 Profit & Loss Account Form 23ACA XBRL to be filed by all Companies

3 Annual Return Form 20B to be filed by Companies having share capital

(iv) Stock ExchangeYour Company makes timely disclosures ofnecessary information to BSE Limited (BSE) interms of the Listing Agreement(s) and other rulesand regulations issued by SEBI.

(v) Reminders to InvestorsReminders to shareholders for claiming returnedundelivered share certificates, unclaimed dividendare regularly despatched to the shareholders. Inthis regard, any query contact on companyregistered address and also contact with investorservice cell.

8. Website & Newsletter:-� Pursuant to Clause 54 of the Listing Agreement

the Company’s website www.autopal.org containsa dedicated functional segment called ‘Investors’(http://www.autopal.org/investors) where all the

information needed by the shareholders isavailable, including the Corporate GovernanceReport, Shareholding Patterns and Annual Reports.

� The in-house quarterly newsletter of the Companysent to the shareholders to keep them updatedwith the ongoing events of the company.

9. News Releases, Presentations, etc.� All price sensitive information is immediately

informed to Stock Exchanges before the same iscommunicated to general public through pressreleases, if any.

� Official news releases and Official Media Releasesare sent to the Stock Exchanges regularly.

� BSE Corporate Compliance & Listing Centre (the“Listing Centre”): The Listing Centre of BSE is aweb based application designed by BSE forcorporate. All periodical compliance filings like




Shareholding Pattern, Corporate GovernanceReport, Media Releases, etc. are filedelectronically on the Listing Centre.

� SEBI Online Complaints Redress System(SCORES): The investor complaints are processedin a centralised web based complaints redressalsystem. The salient features of this system are:Centralised database of all complaints, onlineupload of Action Taken Reports (ATRs) by theconcerned companies and online viewing byinvestors of actions taken on the complaint andits current status.

10. Management Discussion and Analysis Report :-The Management Discussion and Analysis Reportforms part of the Annual Report of Financial Year2014-15. All matters pertaining to industrystructure and developments, opportunities andthreats, segment/product wise performance,outlook, risks and concerns, internal control andsystems, etc. are discussed in the said report.

11. GENERAL SHAREHOLDERS INFORMATION:-

(i) Annual General Meeting(Financial Year 2014-15)Day : WednesdayDate : 30 September, 2015

Time : 12.30 p.m.Centre : E-195(A), RIICO Industrial Area,

Mansarovar, Jaipur-302020

(ii) Financial Year The Financial Year of the Company starts from

1st April of a year and ends on 31st March of the following year.

(iii) Financial Calendar for Clause 41

Financial Reporting For Tentative Time Period

Quarter ending Within 45days of end ofJune 30, 2014 Quarter

Quarter ending Within 45days of end ofSeptember 30, 2014 Quarter

Quarter ending Within 45days of end ofDecember 31, 2014 Quarter

Quarter ending Within 60days of end ofMarch 31, 2015 Quarter

(iv) Date of Book Closure:The books will remain closed from 19th day ofSeptember 2015 to 30th day of September 2015(both days inclusive) for the purpose of AnnualGeneral Meeting.

12. LISTING ON STOCK EXCHANGE:-Company’s equity shares are listed on the Stock Exchange but scrip is suspended as detailed below:

S.No Name of Stock Exchange Address Stock Code

1. Jaipur Stock Exchange Ltd. Stock Exchange Building 29JLN Marg, Malviya Nagar,Jaipur-302017

2. Bombay Stock Exchange Phiroze Jeejeebhoy Towers, 517286Dalal Street, Mumbai-400023

3. The Calcutta Stock Exchange Association Ltd. 7, Lyons Range, 11252Calcutta-700001

4. Delhi Stock Exchange Ltd. DSE House, 3/1, Asaf Ali 6241Road, New Delhi-110002

13. RTA AND DEMATERIALIZATION OF SHARESv M/s Beetal Financial & Computer Services

(P) Ltd. Is the Registrar and Share TransferAgent of the Company . The address of theRTA is given on the under as follows:Beetal House, 3rd floor, 99 madangir, BehindLocal Shopping Centre, Near DadaHarshukhdasMandir, New Delhi-110062Ph: 011-29961281, 83E-mail: [email protected]

v CDSL & NSDL Connectivity: We haveobtained ISIN activation letter from CDSL &NSDL for the demat connectivity and now youcan avail the depository service with anyDepository Participant registered with CDSL& NSDL which are spread over the lengthand breadth of the country. Our ISIN No. isINE335Q01018.Investors take immediateaction for dematerialization and apply toBeetal Financial for the same.




14. OUTSTANDING GDRs/ADRs/ESOP etc.:-The Company has not issued any GDRs/ADRs norany warrants or any convertible instrumentsoutstanding as on date.

15. ADDRESS OF REGISTERED OFFICE:-E-195, RIICO Industrial Area, Mansarovar,(Sanganer), Jaipur- 302020

16. GENERAL MEETING (AGM & EGM) HELD DURING THE PAST 3 YEARS:-YEAR 2012-2013

Extra-Ordinary September 25,2012 11:30 a.m E-195(A),RIICO Reclassification of the Authorised Share Capital &General Meeting Industrial Area, Alteration of the Articles of Association &

Mansarovar, Memorandum of Association & Issue of 9%Jaipur-302020 Redeemable Non- Cumulative Preference Shares

of Rs. 10 each.

Extra-Ordinary May 7, 2013 11:30 a.m E-195(A),RIICO Issue of 9% Redeemable Cumulative PreferenceGeneral Meeting Industrial Area, Shares of Rs. 10 each & also appointment of

Mansarovar, Smt. Anubha Gupta as a Director.Jaipur-302020

Annual General September 30, 2013 3:30 p.m. E-195(A),RIICO Approval of increasing of tenure of M.D.Meeting Industrial Area, and appointment of Smt. Anubha Gupta as

Mansarovar, Whole-Time Director of the CompanyJaipur-302020

YEAR 2013-14

Annual General September 30, 2014 12.30 p.m. E-195(A),RIICO Approval of Increasing of remuneration of M.D,Meeting Industrial Area, Chairman,WTD and also approval for Limit of

Mansarovar, Borrowing power of Board.Jaipur-302020

YEAR 2014-2015

Annual General September 30, 2015 12.30 p.m. E-195(A),RIICO Re-appointment of Additional Director, Director,Meeting Industrial Area, whole timer director and Independent director

Mansarovar,Jaipur-302020

17. DISCLOSURES:-Related party transaction:The Company has identified all related partiesand details of transaction are given below:-i) Subsidiary of the Company: Noneii) Key Management personnel:

a) Dharam Pal Guptab) Anup Guptac) RatanLalRawatd) Mata Deen Sharma (Resigned during theFY 2014-15)e) Shailendra Kumarf) Anubha Gupta

g) Abhishek Gupta (Appointed during theFY 2014-15 w.e.f. 01.11.2014)h) Praveen Kumawat

iii) Companies having Relatives of keyManagement personnel with whomtransaction have taken place:a) Autopal Distribution Pvt. Ltd.b) Autolite India Ltd.

iv) Concerns having same managerial persons:a) Man Radio & Electricals Pvt. Ltd.b) GK-Autopal Lighting Solutions LLPc) Win ProInfolink Pvt. Ltd.




v) Details of Transaction with various related parties:-

S.No. Name of party Nature of transaction Net Transaction Outstanding Remarkduring the amount as onyear (Rs.) 31.03.2015 (Rs.)

1. Autopal Payment Made 400358/- 723080/- PayableDistribution Against Due VATPvt. Ltd. of company

2. Autolite India Ltd. Old outstanding Nil 1613492/- Payablebalance

3. Mr. Anup Gupta Director Salary 1550000/- 52660/- Payableand Bonus


Advance against 750416/- Nil NilExpenses


Unsecured Loan 215000/- Nil Nil

6. Mrs. Anubha Gupta Unsecured Loan 1330000/- 4049150/- Payable

Director Salary 610000/- 218850/- Payable


7. Mrs. Rajni Gupta Unsecured Loan 19800/- 2279200/- Payable

8. Mrs. Lata Gupta Unsecured Loan 205000/- Nil Nil

Advances 2500000/- Nil Nil

9. Man Radio & Loans and Advances Nil 1000000/- ReceivableElectricals Pvt. Ltd.

10. Win ProInfolink Advance to Creditors 2500000/- 2500000/- AdvancePvt. Ltd.

11. GK-Autopal Investment 800000/- 800000/-Lighting SolutionsLLP

18. TRANSFER / TRANSMISSION/TRANSPOSITION OF SHARES:-The Securities and Exchange Board of India(SEBI), vide its circular no. MRDP/DOP/Cir-05/2009 dated 20th May, 2009 and Circular No.MRD/DOP/SE/RTA/Cir-03/2010 dated 7thJanuary, 2010 has made it mandatory that a copyof the PAN Card is to be furnished to the Companyin the following cases:

� Registration of physical transfer of shares;� Deletion of name of deceased shareholder(s)

where shares are held jointly in the name of two ormore shareholders;

� Transmission of shares to the legal heirs where

shares are held solely in the name of deceasedshareholder; and

� Transposition of shares where order of name ofshareholders are to be changed in the physicalshares held jointly by two or more shareholders.

Investors, therefore, are requested to furnish theself-attested copy of PAN Card, at the time ofsending the physical share certificate(s) to theCompany, for affecting any of the above statedrequests. Shareholders are also requested to keeprecord of their specimen signature beforelodgement of shares with the Company to avoidprobability of signature mismatch at a later date.




DISTRIBUTION OF SHAREHOLDINGSAUTOPAL INDUSTRIES LIMITED

DISRTIBUTION SCHEDULENOMINAL VALUE OF EACH SHARES/UNIT RS.10

SHARE OR DEBENTURE SHAREHOLDERS SHARES AMOUNTHOLDING OF NOMINALVALUE OF

Rs. Rs. Number % to Total No. of Share In Rs. % to Total

(1) (2) (3) (4) (5) (6)

Upto 5,000 16,641 98.63 10,33,136 10,33,1360 29.5488

5,001 to 10,000 125 0.74 88,400 8,84,000 2.5283

10,001 to 20,000 60 0.36 86,960 8,69,600 2.4872

20,001 to 30,000 17 0.10 41,080 4,10,800 1.1749

30,001 to 40,000 5 0.03 17,040 1,70,400 0.4874

40,001 to 50,000 4 0.02 17,680 1,76,800 0.5057

50,001 to 1,00,000 8 0.05 50,680 5,06,800 1.4495

1,00,001 and above 13 0.08 21,61,392 2,16,13,920 61.8182

TOTAL 16,873 100.00 34,96,368 3,49,63,680 100.00

Autopal Share Price High-Low Chart during the financial year 2014-15


Years

Rs.



SHAREHOLDING PATTERN AS ON 31ST March, 2015Category No .of Shareholders No.of Shares Held % of Total Holding

Promoter

Indian Promoters 14 1828396 52.29

Institutional Investors

Mutual Funds and UTI 6 259440 7.42

Bank and Financial Institutions 6 64200 1.84

Foreign Institutional Investor 3 10200 0.29

Others

Bodies Corporate 82 57400 1.64

Indian Public 16747 1270772 36.35

NRI 5 3560 .10

HUF 10 2400 0.07

Grand Total 16873 3496368 100

LIST OF SHAREHOLDERS OTHER THAN PROMOTERS HOLDINGMORE THAN 1% AS ON 31ST MARCH, 2015

S.No Name of Shareholder No. of Share Held % of Total Share-holding

1. UTI Master Equity Plan Unit Scheme 211720 6.06

2. ICICI Bank Ltd. 40000 1.14

Total 251720 7.20

For and on behalf Board of Directors of Autopal Industries Limited

DATE : 01/09/2015 Dharam Pal Gupta Anup GuptaPlace : Jaipur (Chairman) (Managing Director)




Declaration regarding compliance by Board members and senior Management Personnel with the Company’sCode of Conduct

I, Anup Gupta, Managing Director of Autopal Industries Limited, hereby declare that all the members of the Boardof Directors and the Senior Management Personnel have affirmed compliance with the Code of Conduct of theCompany, applicable to them as laid down by the Board of Directors in terms of Clause 49(1)(D)(ii) of the ListingAgreement entered into with the Stock Exchanges, for the year ended 31st March 2015.

For Autopal Industries Limited Sd/-Place: Jaipur (Anup Gupta)Date: 01/09/2015 Managing Director

AUDITOR’S CERTIFICATE

To,

The Members

Autopal Industries Limited

Jaipur.

We have examined the Compliance of conditions of Corporate Governance by Autopal Industries Limited for theyear ended on 31st March 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company withStock Exchanges. The Compliance of conditions of Corporate Governance is the responsibility of the management.Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuringthe Compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion onthe financial statements of the Company. In our opinion and to the best of our information and explanations givento us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in theabove-mentioned Listing Agreement. We further state that such Compliance is neither an assurance as to thefuture viability of the Company nor the efficiency or effectiveness with which the management has conducted theaffairs of the Company.

For Rajvanshi & AssociatesChartered Accountants

Vikas RajvanshiPartner

Place : Jaipur FirmRegn.No. : 005069CDate : 29.05.2015 Membership No. : 073670




CEO’S/CFO’S CERTIFICATETO WHOMSOEVER IT MAY CONCERN

Dated:01/09/2015

To,

The Board of DirectorsAutopal Industries LimitedJaipur(Rajasthan)

We, Dharam Pal Gupta, Director & CEO and Anup Gupta, Managing Director (CFO)[Head of Finance Function]of Autopal Industries Limited , on the basis of review of Financial Statements and the Cash Flow Statement for theyear ended 31st March 2015 and to the best of our knowledge and belief , hereby certify that :

1. These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading.

2. These statements together present a true and fair view of the Company’s affairs and are in compliance withexisting accounting standards, applicable laws and regulations.

3. There are, to the best of our knowledge and belief, no transactions entered into by the Company during theyear which are fraudulent, illegal or violate of the Company’s Code of Conduct.

4. We accept responsibility for establishing and maintaining internal controls for financial reporting and thatwe have evaluated the effectiveness of internal control systems of the Company pertaining to financialreporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design oroperation of such internal controls, if any, of which we are aware and the steps we have taken or propose totake to rectify these deficiencies,

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

a. Significant changes in internal control over financial reporting during the year;

b. Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements; and

c. Instances of significant fraud of which we have become aware and the involvement therein, if any, of themanagement or an employee having a significant role in the Company’s internal control system overfinancial reporting.

For Autopal Industries Limited For Autopal Industries Limited

S/d S/d

Dharam Pal Gupta Anup Gupta

Chairman (CEO) Managing Director(CFO)




CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

To

The MembersAutopal Industries Limited

We have examined the compliance of conditions of Corporate Governance by Autopal Industries Limited for theyear ended on 31st March 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with theStock Exchanges.

The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examinationwas limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring theCompliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on thefinancial statements 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 Clause 49 of the above-mentioned Listing Agreement.

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

Mk & AssociatesCompany Secretaries

Sd/-(MAHENDRA KHANDELWAL)

PROPRIOTERPlace : Jaipur C.P.NO.4459Date : 29/05/2015 Membership No. PCS 6266




TO THE MEMBERS OFAUTOPAL INDUSTRIES LIMITED

Report on the Financial Statements

1. We have audited the accompanying financialstatements of Autopal Industries Limited,whichcomprise the Balance Sheet as at 31 March 2015,the Statement of Profit and Loss, the Cash FlowStatement for the year then ended and a summaryof significant accounting policies and otherexplanatory information.

Management’s Responsibility for the FinancialStatements

2. The Company’s Board of Directors is responsiblefor the matters stated in Section 134(5) of theCompanies Act, 2013 (“the Act”) with respect tothe preparation and presentation of thesefinancial statements that give a true and fair viewof the financial position, financial performanceand cash flows of the Company in accordance withthe accounting principles generally accepted inIndia, including the Accounting Standardsspecified under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes maintenance ofadequate accounting records in accordance withthe provisions of the Act for safeguarding the assetsof the Company and for preventing and detectingfrauds and other irregularities; selection andapplication of appropriate accounting policies;making judgments and estimates that arereasonable and prudent; and design,implementation and maintenance of adequateinternal financial controls, that were operatingeffectively for ensuring the accuracy andcompleteness of the accounting records, relevantto the preparation and presentation of thefinancial statements that give a true and fair viewand are free from material misstatement, whetherdue to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on thesefinancial statements based on our audit.

4. We have taken into account the provisions of theAct, the accounting and auditing standards andmatters which are required to be included in theaudit report under the provisions of the Act andthe Rules made thereunder.

5. We conducted our audit in accordance with theStandards on Auditing specified under Section143(10) of the Act. Those Standards require thatwe comply with ethical requirements and plan andperform the audit to obtain reasonable assuranceabout whether the financial statements are freefrom material misstatement.

6. An audit involves performing procedures to obtainaudit evidence about the amounts and thedisclosures in the financial statements. Theprocedures selected depend on the auditor’sjudgment, including the assessment of the risks ofmaterial misstatement of the financial statements,whether due to fraud or error. In making thoserisk assessments, the auditor considers internalfinancial control relevant to the Company’spreparation of the financial statements that givea true and fair view in order to design auditprocedures that are appropriate in thecircumstances, but not for the purpose ofexpressing an opinion on whether the Companyhas in place an adequate internal financialcontrols system over financial reporting and theoperating effectiveness of such controls. An auditalso includes evaluating the appropriateness ofthe accounting policies used and thereasonableness of the accounting estimates madeby the Company’s Directors, as well as evaluatingthe overall presentation of the financialstatements.

RAJVANSHI & ASSOCIATESCHARTERED ACCOUNTANTS

H-15, CHITRANJAN MARG, C-SCHEME, JAIPUR - 302 001TELE: (O) 0141- 2363340, 2363341, FAX: 0141- 2363342,

MOBILE: 9314668454, E-mail:- [email protected]:www.rajvanshica.com

INDEPENDENT AUDITOR’S REPORT

AUDITOR’S REPORT



7. We believe that the audit evidence we haveobtained is sufficient and appropriate to providea basis for our audit opinion on the financialstatements.

Opinion

8. In our opinion and to the best of our informationand according to the explanations given to us,the aforesaid financial statements give theinformation required by the Act in the manner sorequired and give a true and fair view in conformitywith the accounting principles generally acceptedin India, of the state of affairs of the Company as at31 March 2015, and its profit and its cash flowsfor the year ended on that date.

Emphasis of Matter

9. We draw your attention to the Note No. 39 forDeferred Tax Liability regarding non recognitionof deferred tax liability amounting Rs. 48,15,445/- The same is due to the estimate considered by themanagement of the company considering absenceof reasonable certainty in the near future that thesame will be reversed.

Our opinion is not qualified in respect of thismatter.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor’s Report)Order, 2015 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (11)of section 143 of the Act, we give in the Annexurea statement on the matters specified in theparagraph 3 and 4 of the Order, to the extentapplicable.

11. As required by Section 143 (3) of the Act, wereport that:

(a) We have sought and obtained all theinformation and explanations which to thebest of our knowledge and belief werenecessary for the purposes of our audit.

(b) In our opinion proper books of account asrequired by law have been kept by theCompany so far as it appears from ourexamination of those books;

(c) The Balance Sheet, the Statement of ProfitAnd Loss, the cash flow statement dealt withby this Report are in agreement with the booksof account;

(d) In our opinion, the aforesaid financialstatements comply with the AccountingStandards specified under Section 133 of theAct, read with Rule 7 of the Companies(Accounts) Rules, 2014;

(e) On the basis of the written representationsreceived from the directors as on 31 March2015 taken on record by the Board ofDirectors, none of the directors is disqualifiedas on 31 March 2015 from being appointedas a director in terms of Section 164 (2) of theAct; and

(f) With respect to the other matters to beincluded in the Auditor’s Report inaccordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, in ouropinion and to the best of our informationand according to the explanations given tous:

i. the Company has disclosed the impact ofpending litigations on its financialposition in its financial statements – NIL

ii. the Company has made provision, asrequired under the applicable law oraccounting standards, for materialforeseeable losses, if any, on long-termcontracts including derivativecontracts.

iii. the company has not transferred anamount of Rs 2,87,074 (Unpaid shareapplication money Rs. 82,646 andUnpaid Dividend of Rs. 2,04,428) to theInvestor Education and Protection Fundaccount.

For Rajvanshi & Associates Place : JaipurChartered Accountants Date : 29th May 2015Firm Regn. No. : 005069C

Abhinav RajvanshiPartnerMembership No. : 426357

AUDITOR’S REPORT



The Annexure referred to in our Independent Auditors’Report in Paragraph 10 to the members of the Companyon the financial statements for the year ended 31stMarch 2015, we report that:

1) In respect of Fixed Assets:

a) The Company has maintained proper recordsshowing full particulars, includingquantitative details and situation of fixedassets on the basis of available information.

b) As explained to us, fixed assets have beenphysically verified by the management in aphased periodical manner which in ouropinion is reasonable having regard to thesize of the Company and the nature of itsassets. No material discrepancies werenoticed on such verification, as per theexplanations provided to us.

2) In respect of Inventories:

a) As explained to us, the inventories have beenphysically verified by the management duringthe year. In our opinion, the frequency ofverification is reasonable having regard tothe size of the company and the nature of itsbusiness.

b) In our opinion and according to theinformation and explanations given to us, theprocedures of physical verification ofinventory followed by the management arereasonable and adequate in relation to thesize of the company and nature of its business.

c) In our opinion and according to the informationand explanations given to us, the company hasmaintained proper records of its inventories. Asexplained to us no material discrepancies werenoticed on verification between the physicalstocks and the book records.

3) The Company has granted loan to one bodycorporate covered in the register maintainedunder section 189 of the Companies Act, 2013(‘the Act’).

a) In our opinion and according to theinformation and explanations given to us thereceipt of the principal amount is as per termsof the agreement. No Interest has beencharged since giving of loans.

b) The loan is receivable on demand hence thereis no overdue amount in excess of Rs. 1 Lac inrespect of loans granted to the parties listedin the register maintained under section 189of the Act.

4) In our opinion and according to theinformation and explanation given to us, thereis adequate internal control systemcommensurate with the size of the company andthe nature of its business for the purchase ofinventory and fixed assets and for the sale ofgoods and services. During the course of ouraudit, we have not observed any continuingfailure to correct major weaknesses in suchinternal control system.

5) As informed and explanation given to us theCompany has not accepted any new deposits fromthe public during the year. However, the companyhas not made repayment of 1/5th of deposits asper order under SICA Act, 1985.

6) As informed to us, Company is maintaining thecost records pursuant to the Companies (CostRecords and Audit) Rules, 2014, as amended andprescribed by the Central GovernmentunderSection 148(1) of the Companies Act 2013 for theproducts of the Company. We have, however, notmade a detailed examination of the cost recordswith a view to determine whether they are accurateor complete.

RAJVANSHI & ASSOCIATESCHARTERED ACCOUNTANTS

H-15, CHITRANJAN MARG, C-SCHEME, JAIPUR - 302 001TELE: (O) 0141- 2363340, 2363341, FAX: 0141- 2363342,

MOBILE: 9314668454, E-mail:- [email protected]:www.rajvanshica.com

ANNEXURES TO THE INDEPENDENT AUDITOR’S REPORT

AUDITOR’S REPORT



7) According to the information and explanationsgiven to us and on the basis of our examination ofthe records of the Company, in our opinion :-

a) The payment in respect of undisputedstatutory dues, including Provident Fund,Employees’ State Insurance, Service Tax,Income Tax, Tax deducted at sources, Customsduty, Value Added Tax, Excise duty, Cess andother material statutory dues applicable to ithave been regularly deposited during theyear by the Company with the appropriateauthorities though there has been a delay ina few cases.

b) There were no undisputed amounts payablein respect of Income-tax, Custom Duty, ExciseDuty, Sales Tax, VAT, Cess and other materialstatutory dues in arrears /were outstandingas at 31 March, 2015 for a period of morethan six months from the date they becamepayable.

c) The company has not transferred amount ofRs 2,87,074(Unpaid Share ApplicationMoney Rs. 82,646 and Unpaid Dividend ofRs. 2,04,428)to the Investor Education andProtection Fund Account .

8) The Company has accumulated losses which arenot more than 50% of the net worth at the end ofthe Financial Year ended on 31st March, 2015and has not incurred cash losses in the financialyear and in the immediately preceding financialyear.

9) According to the information and explanationsgiven to us, the Company has not defaulted inrepayment of dues to financial institutions andthe banks during the year.

10) According to the information and explanationsgiven to us, the Company has not given anyguarantee for loans taken by others from banks orfinancial institutions during the year.

11) According to our audit procedure and on thebasis of information and explanation given to usthe term loan was applied for the purpose for whichthat loan was obtained.

12) During the course of our examination of the booksand records of the company, carried out inaccordance with the generally accepted auditingpractices in India, and according to theinformation and explanations given to us, we haveneither come across any instance of material fraudon or by the Company,noticed or reported duringthe year, nor have we been informed of any suchcase by the management.

For Rajvanshi & Associates Place : JaipurChartered Accountants Date : 29th May 2015Firm Regn. No. : 005069C

Abhinav RajvanshiPartnerMembership No. : 426357

AUDITOR’S REPORT



BALANCE SHEET AS AT 31ST MARCH, 2015

PARTICULARS Note No As at 31st MARCH, As at 31st MARCH,2015 (Rs. in Lacs) 2014 (Rs. in Lacs)

EQUITY AND LIABILITIESSHARE HOLDERS FUNDSShare Capital 1 4,99,63,680 4,99,63,680Reserves & Surplus 2 (94,42,081) (1,27,29,649)

4,05,21,599 3,72,34,031

NON-CURRENT LIABILITIESLong-Term Borrowings 3 5,59,63,108 3,15,18,062Other Long Term Liabilities 4 55,81,186 78,50,067Long-Term Provisions 5 18,61,965 15,22,541

6,34,06,260 4,08,90,670CURRENT LIABILITIESShort-Term Borrowings 6 10,17,93,392 8,24,41,258Trade Payables 7 8,01,30,444 7,16,28,752Other Current Liabilities 8 2,01,76,710 2,34,42,198

20,21,00,545 17,75,12,208

TOTAL 30,60,28,404 25,56,36,907ASSETS

NON-CURRENT ASSETSFixed Assets 9

Tangible Assets 4,86,06,580 5,59,16,890Intangible Assets - 30,401Capital Work In Progress 15,81,668 -

Non-Current Investments 10 8,03,100 3,100Other Non-Current Assets 11 45,41,894 47,66,563

5,55,33,242 6,07,16,953CURRENT ASSETSInventories 12 7,66,10,746 5,52,19,655Trade Receivables 13 14,15,18,933 12,76,47,899Cash and Bank Balances 14 1,33,05,093 51,31,101Short-Term Loans and Advances 15 7,90,685 9,59,094Other Current Assets 16 1,82,69,705 59,62,204

25,04,95,162 19,49,19,953TOTAL 30,60,28,404 25,56,36,907

Significant Accounting Policies ANotes to Financial Statements 1-40As per our report of even dateFor Rajvanshi & Associates(Chartered Accountants)Firm Regn. No. : 005069CAbhinav Rajvanshi(Partner)M. No. : 426357Date : 29/05/2015Place : Jaipur

For & on behalf of the Board of Directors

Anup Gupta Dharm Pal Gupta(Managing Director) (Chairman)

DIN: 01132624 DIN: 00058225

Arvind Kumar Tiwari(Sr. Manager Finance)



STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2015

PARTICULARS Note No Year Ended 31 March, Year Ended 31 March,2015 (Rs. in Lacs) 2014 (Rs. in Lacs)

INCOME

Revenue from operation(Gross) 17 34,72,06,591 29,17,27,690

Less: Excise Duty 1,66,42,518 1,45,04,535

Revenue from operation(Net) 33,05,64,073 27,72,23,155

Other Income 18 2,73,566 1,77,734

TOTAL Income (I) 33,08,37,639 27,74,00,889

EXPENSES

Cost of Materials and Components Consumed 19 17,41,91,885 16,55,98,838

Purchase of Stock-in-Trade Goods 20 6,20,31,238 3,99,95,819

Change in Inventory of Finished Goods, WIP & Stock In Trade (1,11,73,002) (2,07,10,303)

Employee Benefit Expense 22 3,38,62,788 3,13,30,114

Depreciation and Amortization Expenses 9 44,46,775 48,40,738

Finance Cost 23 1,76,79,171 95,32,041

Other Expenses 24 3,88,80,834 3,25,18,868

Total Expenses (II) 31,99,19,689 26,31,06,115

Profit Before Exceptional, ExtraordinaryItems & Tax (I-II) 1,09,17,950 1,42,94,774

Add: Exceptional Items - -

Profit Before Extraordinary Items & Tax 1,09,17,950 1,42,94,774

Less: Extraordinary Items 25 8,78,051 40,18,177

Add: Prior Period Items 26 74,049 -

Profit Before Tax 1,01,13,949 1,02,76,597

Less: Tax Expense

Current Tax 30,25,357 24,40,703

Deferred Tax - -

Net Profit for the period 70,88,592 78,35,894

Earnings Per Share (EPS) 27 2.03 2.24

Significant Accounting Policies A

Notes to Financial Statements 1-40

As per our report of even dateFor Rajvanshi & Associates(Chartered Accountants)Firm Regn. No. : 005069CAbhinav Rajvanshi(Partner)M. No. : 426357Date : 29/05/2015Place : Jaipur



DIN: 01132624 DIN: 00058225




CASH FLOW STATEMENT FOR THE YEAR 2014-2015

Particulars (Rs. in Lacs) (Rs. in Lacs)Year ended Year ended

31st March, 2015 31st March, 2014

Net Cash flow from operating activitiesProfit before tax from continuing operations 1,01,13,949 1,02,76,597Adjustments For :-Depreciation/amortization on continuing operation 44,46,775 48,40,738Interest expense 1,73,03,326 85,57,604Loss on sale of fixed asset 2,35,558 -Interest income (2,73,566) (96,552)Operating profit before working capital changes 3,18,26,041 2,35,78,386

Changes in working capital :Increase/(decrease) in trade payables 85,01,692 3,23,43,313Increase / (decrease) in long-term liability (22,68,881) (16,26,775)Increase / (decrease) in long-term provisions 3,39,424 2,95,321Increase/(decrease) in other current liabilities (38,50,142) 35,38,224Decrease/(increase) in trade receivables (41,41,635) (5,25,42,577)Decrease/(increase) in inventories (2,13,91,091) (3,32,46,284)Decrease / (increase) in short-term loans and advances 1,68,409 11,49,486Decrease/(increase) in other current assets (1,23,07,501) (16,72,492)Decrease / (increase) in other non-current assets 2,24,669 (80,44,381)Cash generated from/(used in) operating activities (28,99,015) (3,62,27,778)Direct tax paid (24,40,703) -Net cash flow from/ (used in) operating activities (A) (53,39,718) (3,62,27,778)Cash flows from investing activitiesPurchase of fixed assets (1,30,99,956) (3,01,24,959)Proceeds from sale of fixed assets - 9,1,40,140Subsidy 6,46,243 -Investments (8,00,000)Interest received 2,73,566 96,552Net cash flow from/(used in) investing activities (B) (1,29,80,147) (2,08,88,267)Cash flows from financing activitiesProceeds from issuance of share capital - 50,00,000Proceeds from long-term borrowings 2,72,00,354 1,30,82,899Repayment of long-term borrowings (27,55,307) (52,10,821)Proceeds from short-term borrowings 2,19,71,249 8,24,41,258Repayment of short-term borrowings (26,19,115) (2,76,96,109)Interest paid (1,73,03,326) (85,57,604)Net cash flow from/(used in) in financing activities (C) 2,64,93,856 5,90,59,623Net increase/(decrease) in cash and cash equivalents (A + B + C) 81,73,991 19,43,578Cash and cash equivalents at the beginning of the year 51,31,102 31,87,524Cash and cash equivalents at the end of the year 1,33,05,093 51,31,102

As per our report of even dateFor Rajvanshi & Associates(Chartered Accountants)Firm Regn. No. : 005069CAbhinav Rajvanshi(Partner)M. No. : 426357Date : 29/05/2015Place : Jaipur



DIN: 01132624 DIN: 00058225




Notes on Financial Statement for the year ended 31st March, 2015

Note Particulars AS AT AS AT31-MARCH-2015 31-MARCH-2014

1 Share Capital

AUTHORISED SHARE CAPITAL

Equity Share Capital 20,00,00,000 20,00,00,000

20,000,000 Equity Shares of Rs. 10/- each

9% Redeemable Non-Cumulative Preference Share Capital 5,00,00,000 5,00,00,000

5,000,000 9% Redeemable Non-Cumulative Preference Shares of Rs. 10/- each

25,00,00,000 25,00,00,000

Issued, Subscribed & Paid up Capital

Equity Share Capital 3,49,63,680 3,49,63,680

(34,96,368 Equity Shares of Rs. 10 each fully paid up)

3,49,63,680 3,49,63,680

9% Redeemable Non-Cumulative Preference Share Capital

(15,00,000 9% Redeemable Non-Cumulative Preference Shares ofRs. 10 each fully paid up) 1,50,00,000 1,50,00,000

1,50,00,000 1,50,00,000

4,99,63,680 4,99,63,680

1.1 Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Equity Share Capital AS AT AS AT31-MARCH-2015 31-MARCH-2014

At the beginning of the period 34,96,368 34,96,368

Add: During the year - -

No. of shares at closing 34,96,368 34,96,368

9% Redeemable Non-Cumulative Preference Share Capital AS AT AS AT31-MARCH-2015 31-MARCH-2014

At the beginning of the period 1,50,00,000 1,00,00,000

Share issued to promoters# - 50,00,000

No. of Preference shares at closing 1,50,00,000 1,50,00,000

#9% Preference Shares Issued to promoters against the unsecured loan taken from them in the year ended 31st March, 2014

1.2 Terms/rights attached to equity shares

The company has equity shares having a face value of Rs. 10 per share and preference share of Rs. 10 per share. Each equityshare holder is entitled to one vote per share.

In the event of liquidation of the company , the holders of equity shares will be entitled to receive the remaining assets of thecompany, after distribution of all preferential amounts and after payment to Preference Share Capital.



1.3 Details of shareholders holding more than 5% shares in the company

Equity shares of Rs. 10 each fully paid AS AT AS AT31-MARCH-2015 31-MARCH-2014

No. of share & Holding (%) No. of share & Holding (%)

Mr. Dharampal Gupta 8,29,636 (23.73) 8,29,636 (23.73)

Mr. Anup Gupta 9,55,560 (27.33) 9,55,560 (27.33)UTI - Master Equity Plan Unit Scheme 2,12,640 (06.08) 2,12,640 (06.08)

9% Redeemable Non-Cumulative Preference shares of AS AT AS ATRs. 10 each fully paid 31-MARCH-2015 31-MARCH-2014

No. of share & Holding (%) No. of share & Holding (%)

Mr. Dharampal Gupta 50000 (03.33) 50000 (03.33)

Mrs. Anubha Gupta 420000 (28.00) 420000 (28.00)Mr. Anup Gupta 750000 (50.00) 750000 (50.00)Mrs. Lata Gupta 280000 (18.67) 280000 (18.67)

2 Reserves and Surplus AS AT AS AT31-MARCH-2015 31-MARCH-2014

Forfieture of SharesBalance as per the last financial statements 5,10,000 510,000

5,10,000 510,000Surplus/(deficit) in the statement of profit and lossBalance as per last financial statements (1,32,39,649) (2,10,75,543)Profit for the year 70,88,592 78,35,894Transitional Adjustment of Depreciation as per Schedule IIof Companies Act, 2013 refer note no 40 (38,01,023) -Net Surplus (99,52,081) (1,32,39,649)Total Reserves and Surplus (94,42,081) (1,27,29,649)

3 Long-Term Borrowings AS AT AS AT31-MARCH-2015 31-MARCH-2014

UnsecuredLoans and Advances from Related Parties:

1. Loans From Directors & Related Parties 1,77,56,150 1,69,16,1502. Rajni Gupta 22,79,200 22,59,4003. Autolite India Ltd. 16,13,492 16,13,492

Fine Gems Exports Private Limited 1,00,00,000 -Alfamax Consultancy Services Private Ltd. 1,00,00,000 -SecuredBMW Financial Services Private Limited# 17,26,084 21,65,521ICICI Bank## 18,50,012 23,49,570Electronica Finance Ltd### 73,11,846 14,61,293Term Loan A/C Union Bank M.I.Road, Jaipur #### 34,26,324 47,52,636

5,59,63,108 3,15,18,062*Details of Loans from Directors & Related PartiesAnup Gupta 1,37,07,000 1,37,77,000Dharam Pal Gupta - 2,15,000Anubha Gupta 40,49,150 27,19,150Lata Gupta - 2,05,000

1,77,56,150 1,69,16,150#The company has taken term loan from BMW Financial Services Private limited which is secured by way of hypothecation of vehicle (BMW) which isrepayable on equated monthly installments over a period of 5 Years. The rate of interest is 10.81%##The company has taken term loan from ICICI BANK LTD which is secured by way of hypothecation of vehicle(Audi) which is repayable on equatedmonthly installments over a period of 5 Years. The rate of interest is 10.39%###The company has taken term loan from Electronica Finance Ltd which is secured by way of hypothecation of Plant and Machinery which is repayableon equated monthly installments over a period of 5 Years. The rate of interest is 16%.####The company has taken term loan from Union Bank Of India which is secured by way of hypothecation of Plant and Machinery which is repayableon equated monthly installments over a period of 5 Years. The rate of interest is 14.25%.



4. Other Long Term Liabilities AS AT AS AT31-MARCH-2015 31-MARCH-2014

Interest accrued and due on borrowings (Public deposits) 1,28,683 1,17,676

Fixed Deposit from Public 95,725 95,725

Unpaid dividends (1994-1995) 2,04,428 2,04,428

Bonus Payable 14,55,924 14,97,537

Security Deposit from Dealers 34,68,933 56,45,640

Misc. Claims Payable 2,27,494 56,183

Sales Tax Payable (Old) - 2,32,879

55,81,186 78,50,067

5. Long Term Provisions AS AT AS AT31-MARCH-2015 31-MARCH-2014

Provision for Employee Benefits*

- Gratuity 17,01,946 14,33,971

- Ex-Gratia 1,60,019 88,570

18,61,965 15,22,541

*Provided as per calculation by the HR Department of the Company not by Actuarial Valuation as required by AS-15.

6. Short-Term Borrowings AS AT AS AT31-MARCH-2015 31-MARCH-2014

Union Bank CC A/C * 9,99,67,522 7,80,45,401

ICICI Bank ** 4,99,558 4,50,430

Term Loan A/C Union Bank M.I.Road, Jaipur ** 13,26,312 13,26,312

Bill Discounted from United Bank of India - 26,19,115

10,17,93,392 8,24,41,258

* Secured against Hypothecation of stock, book debts & current assets etc. & collateral security of Factory Land & Building& personal guarantee of Directors

** Represent the current liability portion of loans which is payable within one year

7. Trade Payables AS AT AS AT31-MARCH-2015 31-MARCH-2014

Trade Payables other than Micro, Small & Medium Enterprises # 8,01,30,444 7,16,28,752

8,01,30,444 7,16,28,752

# Based on the information available with the Company, no suppliers has been identified, who is registered under the Micro,Small & Medium Enterprise Development Act, 2006. Further, the Company has not received any claim of interest from anysupplier under the said Act.



8. Other Current Liabilities AS AT AS AT31-MARCH-2015 31-MARCH-2014

Directors Remuneration payable 6,57,090 85,350

Advance from Debtors 50,16,525 51,30,495

Vat Payable 21,90,569 40,01,362

ESI Payable 96,249 2,69,387

PF Payable 4,93,705 2,93,182

TDS Payable 6,21,016 3,10,024

Salary payable 70,77,583 86,31,129

Stipend Payable 18,317 19,784

Wages Payable 3,28,207 5,76,524

Expenses Payable 5,24,141 13,28,281

Audit Fees Payable 1,27,950 168,540

Provision for Tax 30,25,357 24,40,703

Production Incentive Payable - 1,87,437

2,01,76,710 2,34,42,198

9. Non Current Assets AS AT AS AT31-MARCH-2015 31-MARCH-2014

Tangible Assets 4,86,06,580 5,59,16,890

4,86,06,580 5,59,16,890

Intangible Assets - 30,401

- 30,401Capital Work In Progress 15,81,668 -

15,81,668 -

10. Non-current investments AS AT AS AT31-MARCH-2015 31-MARCH-2014

(Valued at Cost)

Investment in Equity Instruments-Quoted

10 Shares of Palsoft Infosystems Limited 100 100

Investment in Govt. Securities-Unquoted

Investment in NSC 3,000 3,000

Investment in GK Autopal Lighting Solutions LLP 8,00,000 -

8,03,100 3,100

11. Other Non Current Assets AS AT AS AT31-MARCH-2015 31-MARCH-2014

(Unsecured, Considered Good)

Loan to Related Party [Refer Note no. 33(v)(9)] 10,00,000 35,00,000

Sales Promotion expenses deferred 4,30,200 5,73,600

Security Deposit with RSEB 4,52,569 1,56,000

Security Deposit with EFL 26,59,125 5,36,963

45,41,894 47,66,563



12. Inventories AS AT AS AT31-MARCH-2015 31-MARCH-2014

(As Taken,Valued and Certified by the Management)

(At Lower of cost and Net Realisable Value)

Raw Material and consumables 3,60,52,226 2,58,34,137

Work in Progress 1,84,00,000 9,00,000

Finished Goods 2,21,58,520 2,84,85,518

7,66,10,746 5,52,19,655

13. Trade Receivables AS AT AS AT31-MARCH-2015 31-MARCH-2014

Outstanding for a period exceeding six monthsfrom the date they are due for payment

Unsecured and Considered Good 1,07,13,847 1,42,09,101

Total (A)

Other Trade Receivables

Unsecured and Considered Good 13,08,05,086 11,34,38,798

Total (B)

Total (A + B) 14,15,18,933 12,76,47,899

14. Cash and Bank balances AS AT AS AT31-MARCH-2015 31-MARCH-2014

Cash in hand 9,82,612 39,63,484

Balances with scheduled banks

Current Accounts

Punjab National Bank 12,504 1,75,251

Union Bank Of India 1,22,28,913 5,34,983

United Bank Of India 16,174 29,543

State Bank Of Bikaner and Jaipur 26,562 4,27,840

State Bank of India 12,794 -

Indian Overseas Bank 25,534 -

1,33,05,093 51,31,101

15. Short Term Loans and Advances AS AT AS AT31-MARCH-2015 31-MARCH-2014

(Unsecured, Considered Good)

Balances with Several Govt. Authorities 7,88,685 9,57,094

Earnest Money Deposit 2,000 2,000

7,90,685 9,59,094



16. Other Current Assets AS AT AS AT31-MARCH-2015 31-MARCH-2014

Service Tax Receivable 69,672 81,291

Advance to Creditors 1,74,81,984 51,53,497

Advance against wages 1,15,924 1,23,924

Prepaid Expenses 2,10,436 2,42,146

Advance against salary 27,533 47,533

Security Deposit Against Rent 3,41,040 3,00,000

Tax Deducted At Source 23,116 13,813

1,82,69,705 59,62,204

17. Revenue from Operations 2014-2015 2013-2014

Sales of Products

(Net of Returns)

Manufactured Goods 28,47,15,056 26,37,59,346

Traded goods 6,24,91,535 2,79,68,344

Sales from operations (gross) 34,72,06,591 29,17,27,690

Less: Excise 1,66,42,518 1,45,04,535

Revenue from Operations (Net) 33,05,64,073 27,72,23,155

18. Other Income 2014-2015 2013-2014

Interest Received on Refund 42,401 1,37,018

Interest on Security Deposit 2,31,165 -

Misc. Receipt - 250

Interest Received on Loan to employee - 40,466

2,73,566 1,77,734

19. Cost of Raw Material and Consumables 2014-2015 2013-2014

Material Consume

Opening Stock 2,58,34,137 1,30,94,218

Add: Purchases

Raw Material-Components 14,43,22,393 14,34,55,877

Packaging Material 97,63,536 97,34,688

Consumables 1,12,46,794 1,62,54,730

Imported Raw Material 1,63,59,067 73,10,970

Add: Freight inward-import & Local 27,18,184 15,82,492

Less: Closing stock of Materials 3,60,52,226 2,58,34,137

17,41,91,885 16,55,98,838

Details of Raw Material and Components Consumed

LED Parts 17,41,91,885 16,55,98,838

17,41,91,885 16,55,98,838



20. Details of Purchase of Traded Goods 2014-2015 2013-2014

Aluminium 3,32,25,833 -

LED - 35,84,000

C R coil In Cut 2,88,05,405 3,64,11,819

6,20,31,238 3,99,95,819

21. Change in Inventory of finished goods, WIP & Stock In Trade 2014-2015 2013-2014

Closing stock

Traded Goods - -

Finished Goods 2,21,58,520 2,84,85,518

Work in Process 1,84,00,000 9,00,000

4,05,58,520 2,93,85,518

Less :Opening Stock

Traded Goods - 24,245

Finished Goods 2,84,85,518 61,07,489

Work in Process 9,00,000 25,43,481

2,93,85,518 86,75,215

(11,17,3,002) (20,71,0,303)

Details of Inventory 2014-2015 2013-2014

Traded Goods - -

Finished Goods 2,21,58,520 2,84,85,518

Work in Progress

LED 1,84,00,000 9,00,000

1,84,00,000 9,00,000

22. Employee Benefits 2014-2015 2013-2014

Bonus 2,93,855 5,44,260

Directors Salary 26,25,000 20,55,000

Salary to Employee 154,07,658 1,50,96,116

Stipend 3,03,387 1,09,257

Wages 14,42,878 24,95,921

Contribution to PF 12,46,155 6,25,006

Contribution to ESI 4,05,398 3,34,461

Conveyance allowance 36,68,847 25,68,457

HRA 57,59,491 42,00,078

Medical allowance 5,56,377 4,52,894

Other allowance 3,52,538 2,87,461

Staff Welfare 9,70,435 9,27,064

Leave Encashment paid 1,82,075 700

Gratuity 4,07,706 2,80,547

Ex gratia 1,91,112 1,10,227

Production Incentives 49,876 12,42,665

3,38,62,788 3,13,30,114



23. Financial Cost 2014-2015 2013-2014

Interest Expenses 1,73,03,326 85,57,604

Bank Charges 3,75,846 9,74,437

1,76,79,171 95,32,041

24. Other Expenses 2014-2015 2013-2014

Power, fuel and Water Expenses 40,30,228 30,92,203

Repairs to buildings.

Factory Building 1,21,913 2,25,415

Repairs to machinery.

Factory Plant & Machinery 9,69,765 6,65,419

Other Machinery and Equipment 83,382 1,99,405

Insurance.

Stock and Factory 3,13,639 2,36,355

Job Labour Charges 1,52,57,370 48,40,947

Travelling and Conveyance 45,79,009 54,49,705

Freight and cartage on sales 25,11,896 20,14,327

Breakage and Damage 818,912 20,14,175

Sales promotion expenses 10,14,832 9,00,857

Rent Expenses 5,12,400 11,20,000

Directors Sitting Fees - 2,10,000

Miscellaneous expenses 58,11,844 58,59,965

Loss on sale of Fixed Assets 2,35,558 -

Commission on sales 51,263 8,100

Payment to Auditors 1,53,633 1,51,686

Excise Duty Variance 5,82,084 -

Sales Tax Demand (Amnesty Scheme) 18,33,105 -

Bad Debts Written Off - 55,30,309

3,88,80,834 3,25,18,868

Payment to Auditors

For Audit Fees and Taxation Matters 1,50,000 1,50,000

For Certification 3,633 1,686

1,53,633 1,51,686



25. Extraordinary Items 2014-2015 2013-2014

Sundry Balance Written off* 8,78,051 40,18,177

8,78,051 40,18,177

*Extraordinary items includes Sundry balances written off

26. Prior Period Items

During the year company has reversed the excess provision of tax made in the last year amounting Rs. 74049

27 Earnings Per Share (EPS)

As per AS – 20 issued by ICAI Basic earnings per share are computed by dividing the net profit after tax by the weightedaverage number of equity shares outstanding during the period.Weighted Average number of shares 34,96,368 34,96,368

Earnings attributable to Equity Shareholders 70,88,592 78,35,894

Earnings per share (Rs.) 2.03 2.24

Nominal value per share 10 10


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28. Amount to be transferred to Investors Educationand Protection Fund u/s 205A/ 205C ofCompanies Act, 1956:-(a) Unpaid dividend of Rs.204428/-(b) Unpaid application of Rs. 82646/-The above amounts are pending since long time.

29. The Debit and credit balances of SundryCreditors, Sundry Debtors and Advances aresubject to confirmation and reconciliation andare relied upon book balances and as certified bythe management.

30. a) Overdue amount payable to SSI & Ancillaryundertaking could not be ascertained as thenecessary details are not available with thecompany as stated by the company.

b) In absence of details provided by the company,it is difficult to provide information that thereare dues for more than 45 days to the Micro,Small & Medium enterprises as defined underMSMED Act, 2006.

31. Previous year figures are regrouped andrearranged wherever necessary.

32. Segment Reporting:As the Company’s business activities fall majoritywithin a single primary segment viz.“Manufacturing of LED”, the disclosure

Notes on Accounts for the year ended 31-03-2015

requirements of Accounting Standard - 17“Segment Reporting” are not applicable.

33. Related party transaction:The Company has identified all related partiesand details of transaction are given below:-

i) Subsidiary of the Company : None

ii) Key Management personnel:a) Dharam Pal Guptab) Anup Guptac) RatanLalRawatd) Mata Deen Sharma (Resigned during the

FY 2014-15)e) Shailendra Kumarf) Anubha Guptag) Abhishek Gupta (Appointed during the

FY 2014-15 w.e.f. 01.11.2014)h) Praveen Kumawat

iii) Companies having Relatives of keyManagement personnel with whomtransaction have taken place:a) Autopal Distribution Pvt. Ltd.b) Autolite India Ltd.

iv) Concerns having same managerial persons:a) Man Radio & Electricals Pvt. Ltd.b) GK-Autopal Lighting Solutions LLPc) Win ProInfolink Pvt. Ltd.

v) Details of Transaction with various related parties:- (Rs. in Lacs)

S.No. Name of party Nature of transaction Net Transaction Outstanding Remarkduring the year amount as on

(Rs.) 31.03.2015 (Rs.)

1. Autopal Distribution Pvt. Ltd. Payment Made 400358/- 723080/- PayableAgainst Due VAT ofcompany

2. Autolite India Ltd. Old outstanding balance Nil 1613492/- Payable

3. Mr. Anup Gupta Director Salary 1550000/- 52660/- Payableand Bonus




Unsecured Loan 215000/- Nil Nil

6. Mrs. Anubha Gupta Unsecured Loan 1330000/- 4049150/- Payable

Director Salary 610000/- 218850/- Payable




7. Mrs. Rajni Gupta Unsecured Loan 19800/- 2279200/- Payable

8. Mrs. Lata Gupta Unsecured Loan 205000/- Nil Nil

Advances 2500000/- Nil Nil

9. Man Radio& Electricals Loans and Advances Nil 1000000/- ReceivablePvt. Ltd.

10. Win ProInfolink Pvt. Ltd. Advance to Creditors 2500000/- 2500000/- Advance

11. GK-Autopal Lighting Investment 800000/- 800000/-Solutions LLP

S.No. Name of party Nature of transaction Net Transaction Outstanding Remarkduring the year amount as on

(Rs.) 31.03.2015 (Rs.)

34. Contingent LiabilityLiability for ESI payable of Rs.4.38 Lacs.(PreviousYear Rs. 4.38 Lacs)

35. Provision for GratuityThe liability in respect of payment underemployee’s gratuity is provided as per

calculation by the HR department of thecompany not by Actuarial Valuation as requiredby AS-15. The Provision is made on the basis ofThe Payment of Gratuity Act, 1972 such as 15days salary considering a month of 26 forcompleted years of service as per chart andsummary is as follow:

(Rs.In Lacs)PARTICULARS As At 31/03/2015 As At 31/03/2014

I. Changes in Present value of obligationsMortality Table (LIC) (1994 - 96) (1994 - 96)

Valuation rate of Interest 8.00% 8.00%

Salary Inflation rate 5.00% 5.00%

Retirement Age 58 58

II. Change In Benefit Obligation

Opening Defined Benefit 14.34 11.53

Obligation service Cost for the Year 4.07 2.81

Payment Made During The Year 1.39 0.00

Closing Defined Benefit Obligation 17.02 14.34

36. Extra Ordinary ItemsThe Company has written off certain oldoutstanding dues from debtors that arise fromtransactions that are clearly distinct from ordinaryactivities , AS-5 “Net profit or loss for the period,prior period items and change in accountingpolicies”, therefore the company has disclosedsuch expenses of Rs 8,78,051/- separately in profitand loss account during the year 14-15. (PreviousYear Rs. 40,18,177)

37. Expenditure in foreign currencyExpenditure incurred in foreign currency for:Travelling Expenses Rs. 93,190/-Purchase of Imported Material Rs. 91,69,283/-(Previous Year Rs. 55,17,896)Purchase of Traded goods Rs. 3,32,25,833/-Purchase of Plant & Machinery components Rs.2,24,831/-

38. Effect of Hon’ble Board for Industrial andFinancial Reconstruction (BIFR) order on theBooks of accounts.During the year w.e.f. 22th August 2014 thecompany is ceased to be a sick industrialcompany within the meaning of section 3(1) (o)of SICA, 1985 and therefore it is discharged fromthe purview of SICA. However, theunimplemented provisions of the sanctionedscheme, if any shall continue to be implementedby the company.

(i) In Compliance of order company has writtenoff to the extent of 75%of old dues of sundrycreditors andbalance 25% has to be paid in1/5 annual installment. In compliance of thesame the company has made payment in fullto some of the creditors who have nominal



amount and 1/5th paymenthas been madeduring the year through employee to rest ofthe creditors in compliance of BIFR orderasreported by the company.

(ii) Fixed Deposits from public amounting Rs.95,725/- is outstanding as at the beginningof the year out of which no payment has beenmade during the year.

(iii) Interest Payable on Public Depositamounting to Rs. 1,28,683/- is outstanding

inthe opening out ofwhich no payment hasbeen made during the year.

Hence, as stated by the management company hasnot complied with the last 2 terms and conditionof BIFR Scheme. However company will finallypay this outstanding amount till March 2016 asper BIFR order.

39. The Company has not provided Deferred TaxLiability of Rs. 48,15,445 as on 31.03.2015 as perDeferred Tax Calculation in compliance of AS 22:

Net block as per the Companies Act, 2013(excluding value of Leasehold land and CWIP) Rs. 48,002,382/-

WDV as per the Income Tax Act, 1961 Rs. 32,068,494/-

Timing Difference due to depreciation Rs. 15,933,887/-

Timing difference due to bonus (Rs. 349,922/-)

Total timing difference Rs. 15,583,965/-

Deferred Tax Liability Rs. 4,815,445/-

The same is due to the estimate considered by the management of the company considering absence ofreasonable certainty in the near future that the same will be reversed.

40. Depreciation on fixed assets is provided to the extent of Depreciable amount on straight-line method.Depreciation is provided based on useful life of the assets as prescribed in Schedule II to the CompaniesAct, 2013.Salvage Value of the assets has been taken @5% of Original Cost as prescribed in Schedule IIexcept Building @20% and Car @ 20% .The written down value of Fixed assets whose lives have expiredas at 01st April 2014 have been adjusted in the opening balance of Reserves and Surplus amounting toRs. 38,01,023.

For Rajvanshi & Associates For & On Behalf of the Board of DirectorsChartered Accountants(Firm Registration No. 005069C)

AbhinavRajvanshi Anup Gupta Dharam Pal Gupta(Partner) Managing Director ChairmanM.No.: 426357 DIN: 01132624 DIN: 00058225

Place : Jaipur Arvind Kumar TiwariDated : 29th May 2015 Sr. Manager Accounts



CORPORATE INFORMATIONAutopal Industries Limited (APIL) incorporated asa public limited company under the provision ofCompanies Act 1956. The present directors and keymanagement persons are Shri Dharam Pal Gupta,Anup Gupta, Ratan Lal Rawat, Abhishek Gupta,Shailender Kumar and Anubha Gupta.The companyis in the production of LED’s. Conservation ofenergy is the need of the hour. Due to limited powerresources, the burden of cost on an average personis inflating day by day, which can be addressed byusing energy saving product viz. Light EmittingDiode( LED). A trend of power efficient lighteningequipments is following on. Urban people arecontinuously using the LED as they are costconscious and understanding the benefits of energyefficient measures. The Government started makingpublicity in semi-urban and rural areas regardingthe benefits of usage of LED over traditionalincandescent bulbs and it helps the industry tocreate new demand of the products.The LED is verycost conscious and uses less energy than CFL. Themarket of LED is on the boom in the currentscenario.

A. Basis of Accounting & Preparation of FinancialStatementsThese financial statements of the Company areprepared in accordance with Indian GenerallyAccepted Accounting Principles (GAAP) underthe historical cost convention on the accrualbasis.GAAP comprises mandatory accountingstandards as prescribed under the relevantprovisions of the Companies Act, 2013 andguidelines issued by the Securities and ExchangeBoard of India (SEBI). Accounting policies havebeen consistently applied except where a newlyissued accounting standard is initially adoptedor a revision to an existing accounting standardrequires a change in the accounting policy hithertoin use.

B. Use of EstimatesThe preparation of the financial statements inconformity with Indian GAAP requiresmanagement to make estimates and assumptionsthat affect the reported balances of assets andliabilities and disclosures relating to contingentliabilities as at the date of the financial statements

SIGNIFICANT ACCOUNTING POLICIES Note No.-A

and reported amounts of income and expensesduring the period.Accounting estimates could change from periodto period. Actual results could differ from thoseestimates. Appropriate changes in estimates aremade as the Management becomes aware ofchanges in circumstances surrounding theestimates. Changes in estimates are reflected inthe financial statements in the period in whichchanges are made and, if material, their effectsare disclosed in the notes to the financialstatements.

C. Revenue RecognitionRevenue is primarily derived from manufacturingLight Emitting Diode i.e.LED. Revenue part alsocomprises of income from trading of Aluminiumand CR Coil in Cut. The Income and Expenditureare accounted on accrual basis, except dividendwhich is accounted for on receipt basis.Revenuefrom sale of goods is recognized when all thesignificant risks and rewards of ownership of thegoods have been passed to the buyer.

D. Tangible AssetsFixed assets are stated at their original cost ofacquisition less accumulated depreciation andimpairment losses if any. Cost comprises of all costsincurred to bring the assets to their location andworking condition and includes all expensesincurred up to the date of commercial utilization.

Subsequent expenditure related to an item of fixedassets is added to its book value only if it increasesthe future benefits from the existing asset beyondits previously assessed standard of performance.All other expenses on existing fixed assets,including day-to-day repair and maintenanceexpenditure and cost of replacing parts, arecharged to the statement of profit and loss for theperiod during which such expenses are incurred.

Gain or losses arising from de-recognition of fixedassets are measured as the difference between netdisposal proceeds and the carrying amount of theasset and are recognized in the statement of profitand loss when the asset is derecognized.

E. Intangible AssetsIntangible assets are stated at their original cost



of acquisition less accumulated depreciation andimpairment losses if any. The cost of an intangibleasset comprises its purchase price including importduty and other taxes (other than thosesubsequently recoverable from taxing authorities),and any directly attributable expenditure onmaking the asset ready for its intended use andnet of any trade discounts and rebates. Subsequentexpenditure on an intangible assets after itspurchase/ completion is recognized as an expensewhen incurred unless it is probable that suchexpenditure will enable the asset to generatefuture economic benefit in excess of its originallyassessed standards of performance and suchexpenditure can be measured and attributed tothe asset reliably, in which case such expenditureis added to the cost of the asset.

F. Depreciation and AmortizationDepreciation on fixed assets is provided to theextent of Depreciable amount on straight-linemethod. Depreciation is provided based on usefullife of the assets as prescribed in Schedule II to theCompanies Act, 2013.Salvage Value of the assetshas been taken @5% of Original Cost asprescribed in Schedule II except in respect of thefollowing assets:

Particulars Salvage Value (%)

Building 20%

Car 20%

The written down value of Fixed assets whose liveshave expired as at 01st April 2014 have beenadjusted in the opening balance of Reserves andSurplus amounting to Rs. 38,01,023.

G.. Retirement Benefits to Employeesa. Gratuity

In accordance with the Payment of GratuityAct, 1972, Gratuity has been provided in thebooks of accounts on accrual basis by HRDepartment of the company. Gratuitycalculation is not made on the basis ofActuarial Report as prescribed in AS-15Employee Benefits. However, the gratuitycalculation is computed by the managementbased on assumption that such benefits arepayable to all eligible employees at the timeof retirement and superannuation.

b. Provident Fund/ESICompany’s contribution paid during the year

to provident fund and ESIC are charged toProfit & loss Account. There are no otherobligations other than contribution payableto the respective authorities.Eligible employees receive benefits from aprovident fund, which is a defined benefitplan. Both the employee and the Companymake monthly contributions to the providentfund plan equal to a specified percentage ofthe covered employee’s salary.

c. BonusBonus is eligible to employees on the maximumrate of 20% of Basic Pay as per payment ofBonus Act, 1965 and to other employees atthe rate of 8.33% on Basic Pay and shown asEx-gratia. However payment has been madeto the employees till date in respect ofprevious accounting years but the provisionhas been made in respect of currentaccounting period.

H. Foreign Currency Transactions

Cost of imported raw material is converted toIndian currency at the rate prevailing on the dateof debiting such transaction by the bank asprescribed in AS – 11 Effects of Changes in ForeignExchange Rates issued by ICAI.

I. InventoriesRaw materials, components, stores and spares arevalued at lower of cost and net realizable value.However, materials and other items held for use inthe production of inventories are not written downbelow cost if the finished products in which theywill be incorporated are expected to be sold at orabove cost.The stock of Work-in-progress is valued onestimated cost basis and finished goods of theBusiness have been valued at the lower of cost andnet realizable value. The cost has been measuredon the actual cost basis and includes cost ofmaterials, custom duty and cost of conversion to itspresent location and conditions. All otherinventories of stores, consumables, raw materialsare valued at landed cost. The stock of waste is alsovalued at realizable value. Net realizable value isthe estimated selling price in the ordinary courseof business, less estimated costs of completion andestimated costs necessary to make the sale. Stock -in- Transit is valued at cost.

J. InvestmentsInvestments are classified as long term or current



based on intention of the management at the timeof purchase. Investments are classified into currentand long-term investments.On initial investment are measured at cost. The costcomprises purchase price and directly attributableacquisition charges. Dividend reinvested in case ofmutual funds is added to the value of investment inmutual funds with corresponding credit is made tothe profit and loss statement.Current investments are carried in the financialstatements at lower of cost and fair value. Long-term investments are stated at cost. A provisionfor diminution is made to recognize a decline, otherthan temporary, in the value of long-terminvestments.On disposal of an investment, the differencebetween its carrying amount and net disposalproceeds is charged or credited to the statementof profit & loss.The company has investments of Rs. 3000/- in NSC,Rs. 100/- in 10 Equity shares of Rs. 10 each ofPalsoftInfo systems Limited and of Rs. 800000/- inGK Autopal Lighting Solutions LLP which arerecorded at cost in the books of accounts.

K. Cash Flow StatementCash flows are reported using the indirect methodas prescribed by AS – 3 Cash Flow Statement,whereby profit before tax is adjusted for the effectsof transactions of a non-cash nature, any deferralsor accruals of past or future operating cash receiptsor payments and item of income or expensesassociated with investing or financing cash flows.The cash flows from operating, investing andfinancing activities of the company are segregate.

L. TaxationIncome tax payable comprises of current tax anddeferred tax charge or credit. Provision for currenttax is made on the assessable income at the tax

rate applicable to the relevant assessment year.The deferred tax assets and deferred tax liabilityis calculated by applying tax rate and tax lawsthat have been enacted by the balance sheet dateas prescribed by AS - 22 of ICAI.

M. Impairment of AssetsAn asset is considered as impaired in accordancewith Accounting Standard 28 on Impairment ofAssets when at balance sheet date there areindications of impairment and the carryingamount of the asset, or where applicable the cashgenerating unit to which the asset belongs, exceedsits recoverable amount (i.e. the higher of the asset’snet selling price and value in use).

N. Provisions and Contingent LiabilitiesA provision is recognized if, as a result of a pastevent, the company has a present legal obligationthat can be estimated reliably, and it is probablethat an outflow of economic benefits will be requiredto settle the obligation. Provisions are determinedby the best estimate of the outflow of economicbenefits required to settle the obligation at thereporting date. Where no reliable estimate can bemade, a disclosure is made as contingent liability.A disclosure for a contingent liability is also madewhen there is a possible obligation or a presentobligation that may, but probably will not, requirean outflow of resources. Where there is possibleobligation or a present obligation in respect ofwhich the likelihood of outflow of resources isremote, no provision or disclosure is made.

O. Prior Period ItemsPrior period items which arise in the currentperiod as a result of ‘errors’ or ‘omissions’ in thefinancial statements prepared in earlier yearseffects of changes in estimates of which are nottreated as omission or error.

For Rajvanshi & Associates For& On Behalf of the Board of DirectorsChartered Accountants(Firm Registration No. 005069C)

Abhinav Rajvanshi Anup Gupta Dharam Pal Gupta Arvind Kumar Tiwari(Partner) Managing Director Chairman Sr. Manager Accounts

M.No.: 426357 DIN: 01132624 DIN: 00058225

Place : JaipurDated : 29/05/2015



NOTICE is hereby given that the 29th Annual GeneralMeeting of the Members of AUTOPAL INDUSTRIESLIMITED will be held on Wednesday, 30th September,2015 at 12.30 P.M. at its registered office E-195(A),RIICO Industrial Area, Mansarovar (Sanganer),Jaipur-302020 (Rajasthan)

ORDINARY BUSINESS:

1. To receive, consider approve and adopt theaudited Annual Financial year for the year endedon that date and the reports of the Auditors andDirectors thereon.

2. To re-appoint M/s. Rajvanshi & Associates,Chartered Accountants (Firm Registration No.–005069C)as the Statutory Auditors to hold officefor consecutive five years with ratification bymembers at every AGM from the conclusion of 29thAnnual General Meeting till the conclusion of the33th Annual General Meeting at suchremuneration as may be mutually agreed betweenthe Board of Directors of the Company and theAuditors.

SPECIAL BUSINESS:3. To consider and if thought fit, to pass with or

without modification(s), the following Resolutionas an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions ofSections 161(1) and any other applicableprovisions of the Companies Act,2013 (‘the Act’)and the rules made there under(including anystatutory modification(s) or reenactment thereoffor the time being in force)read with Schedule IVto the CompaniesAct,2013 , Mr. Dharam Pal Gupta(holding DIN 00058225), Director of theCompany who retires by rotation at the AnnualGeneral Meeting and in respect of whom theCompany has received a notice in writingproposing his candidature for the office ofDirector, be and is hereby appointed as a Directorfor five consecutive years to hold office From 29thAGM TO 30th AGM.

4. To consider and if thought fit, to pass with orwithout modification(s), the following Resolutionas an Ordinary Resolution:“RESOLVED that pursuant to provision of section161(1) of the company act 2013 be and is here by,Mr. Abhishek Gupta (DIN 02691807), who wasappointed as a Additional Director of theCompany with effect from 1st November 2014 bythe Board of Directors and who holds office up tothe date of this Annual General Meeting of the

Statutory SectionNotice of 29th Annual General Meeting

Company, but who is eligible for re-appointmentand in respect of whom the Company has receiveda notice in writing under Section 160(1) of theAct from a Member proposing his candidature forthe office of Director, be and is hereby appointedas a Director of the Company to hold office from29th AGM to 30th AGM.

5. To consider and if thought fit, to pass with orwithout modification(s), the following Resolutionas an Ordinary Resolution:

“RESOLVED that, pursuant to the provisions ofSections 149, 152,161(1) and other applicableprovisions, if any, of the Companies Act, 2013 (theAct) and the Rules made there under, as amendedfrom time to time, read with Schedule IV to the Act,Mr. KUNAL MANCHANDA (DIN: 07198689),who was appointed as a Additional Director ofthe Company with effect from 1st June 2015 bythe Board of Directors and who holds office up tothe date of this Annual General Meeting of theCompany but who is eligible for re-appointmentas a Non-Executive Independent Director of theCompany, who has submitted a declaration thathe meets the criteria for independence as providedin Section 149(6) of the Act and who is eligiblefor re-appointment, be and is hereby appointedas an Non Executive Independent Director of theCompany to hold office for five consecutive yearsfor a term up to 30th September 2020.”

6. To consider and if thought fit, to pass with orwithout modification(s), the following Resolutionas an Ordinary Resolution:

“RESOLVED that, pursuant to the provisions ofSections 161(1) and other applicable provisions,if any, of the Companies Act, 2013 (the Act) andthe Rules made there under, as amended from timeto time, read with Schedule IV to the Act, Mrs.Anubha Gupta (DIN: 02190808), was appointedas a whole time director of the company, her termcompleted in this AGM, but who is eligible re-appointment and in respect of whom, the companyhas received a notice in writing u/s 160(1) of theact, from a member proposing her candidature forthe office of Director be and is herby appointed asa whole time director of the company to hold officefor five consecutive year from 29th Annual GeneralMeeting to 33rd Annual General Meeting.

Place: JAIPUR By Order of the BoardDATE:-01/09/2015 S/d

ANUP GUPTA(Managing Director)

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NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE

IS ENTITLED TO APPOINT A PROXY TO ATTENDAND VOTE INSTEAD OF HIMSELF AND APROXY NEED NOT BE A MEMBER.

2. The instrument appointing the proxy must bedeposited at the Registered Office of the Companynot less than 48 hours before the commencementof the meeting.

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

4. All documents referred to in the accompanyingNotice and Explanatory Statement is open forinspection at the Registered Office of the Companyduring office hours on all working days between10.00 a.m. to 1.00 p.m. up to the date of the AnnualGeneral Meeting.

5. The Register of Members and Share Transfer Booksof the Company shall remain closed from Saturday,September 19, 2015 to Wednesday, September 30,2015 (both days inclusive).

6. Members requiring information on the accountsare requested to write to the Company at leastseven days before the date of the meeting to enablethe company to furnish the information.

7. Electronic Copy of the Annual Report for 2014-15 along with Notice of the 29th 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 the Company/ Depository

Participant(s) for communication purposes unlessany member has requested for a hard copy of thesame.

For members who have not registered their emailaddress, physical copies of the same is being sentin the permitted mode.

8. Members may also note that the Notice of the29th Annual General Meeting will also beavailable on the Company’s websitewww.autopal.org for their download.

9. Members are requested to intimate immediately,change in their address, lodge the instrument oftransfer/ transmission of shares at the registered

office of the company or at the office of Registrarand Share Transfer Agent viz.M/s, BEETAL FINANCIAL& COMPUTERSERVICES (P) Ltd.Beetal house, 3rd floor, 99 Madangir, Behind localshopping centre, New Delhi, 110062Ph: 011-29961281,83; Fax:[email protected]

10. Voting through electronic means:a. Members may note that pursuant to Section 108

of the Companies Act, 2013 read with Companies(Management and Administration) Rules, 2014and Clause 35B of the Listing Agreement theCompany is providing e-voting facility for votingon the resolutions proposed to be passed at theAnnual General Meeting of the members.

b. These details and instructions from integral partof the Notice dated 1st September, 2015 for theAnnual General Meeting to be held on 30th

September, 2015.

c. Mr. Mahendra Khandelwal, Company Secretaryin Practice, 202, Prism Tower, Opp. Old Lal KothiSabji Mandi Main Gate, Tonk Road, Jaipur(Rajasthan) has been appointed as the Scrutinizerfor conducting the voting for e-voting for thepurpose of the said Annual General Meeting.

The instructions for shareholders votingelectronically are as under:(i) The voting period begins on 26th September

and ends on 28th September. During thisperiod shareholders’ of the Company,holding shares either in physical form or indematerialized form, as on the cut-off date(record date) of 28th August may cast theirvote electronically. The e-voting moduleshall be disabled by CDSL for votingthereafter.

(ii) Shareholders who have already voted priorto the meeting date would not be entitled tovote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.

(v) Now Enter your User IDa. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed

by 8 Digits Client ID,c. Members holding shares in Physical

STATUTORY SECTION



Form should enter Folio Numberregistered with the Company.

(vi) Next enter the Image Verification as displayedand Click on Login.

(vii) If you are holding shares in demat form and

For Members holding shares in Demat Form and Physical FormPAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for

both demat shareholders as well as physical shareholders)� Members who have not updated their PAN with the Company/Depository Participant are

requested to use the the first two letters of their name and the 8 digits of the sequencenumber in the PAN field. Sequence number is printed on envelop of Annual Report withnotice on Share holder address slip.

� In case the sequence number is less than 8 digits enter the applicable number of 0’s beforethe number after the first two characters of the name in CAPITAL letters. Eg. If your nameis Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field

Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in yourDetails OR demat account or in the company records in order to login.Date of Birth � If both the details are not recorded with the depository or company please enter the(DOB) member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

(ix) After entering these details appropriately,click on “SUBMIT” tab.

(x) Members holding shares in physical form willthen directly reach the Company selectionscreen. However, members holding shares indemat form will now reach ‘PasswordCreation’ menu wherein they are required tomandatorily enter their login password in thenew password field. Kindly note that thispassword is to be also used by the dematholders for voting for resolutions of any othercompany on which they are eligible to vote,provided that company opts for e-votingthrough CDSL platform. It is stronglyrecommended not to share your passwordwith any other person and take utmost careto keep your password confidential.

(xi) For Members holding shares in physical form,the details can be used only for e-voting onthe resolutions contained in this Notice.

(xii) Click on the EVSN for Autopal IndustriesLimited on which you choose to vote.

(xiii) On the voting page, you will see“RESOLUTION DESCRIPTION” and againstthe same the option “YES/NO” for voting.Select the option YES or NO as desired. The

option YES implies that you assent to theResolution and option NO implies that youdissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” ifyou wish to view the entire Resolutiondetails.

(xv) After selecting the resolution you havedecided to vote on, click on “SUBMIT”. Aconfirmation box will be displayed. If you wishto confirm your vote, click on “OK”, else tochange your vote, click on “CANCEL” andaccordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on theresolution, you will not be allowed to modifyyour vote.

(xvii) You can also take out print of the voting doneby you by clicking on “Click here to print”option on the Voting page.

(xviii) If Demat account holder has forgotten thechanged password then Enter the User ID andthe image verification code and click onForgot Password & enter the details asprompted by the system.

(xix) Note for Non – Individual Shareholders and

had logged on to www.evotingindia.com andvoted on an earlier voting of any company,then your existing password is to be used.

(viii) If you are a first time user follow the steps givenbelow:

STATUTORY SECTION



Custodians� Non-Individual shareholders (i.e. other

than Individuals, HUF, NRI etc.) andCustodian are required to log on towww.evotingindia.com and registerthemselves as Corporate.

� A scanned copy of the Registration Formbearing the stamp and sign of the entityshould be emailed to [email protected].

� After receiving the login details acompliance user should be created usingthe admin login and password. TheCompliance user would be able to linkthe account(s) for which they wish to voteon.

� The list of accounts should be mailed [email protected] and onapproval of the accounts they would beable to cast their vote.

� A scanned copy of the Board Resolutionand Power of Attorney (POA) which theyhave issued in favour of the Custodian, ifany, should be uploaded in PDF formatin the system for the scrutinizer to verifythe same.

(i) Any person, who acquires shares of theCompany and become Member of theCompany after dispatch of the Notice andholding shares as on the cut-off date 23rd

September, may follow the sameinstructions as mentioned above for e-Voting.

(ii) In case you have any queries or issuesregarding e-voting, you may refer theFrequently Asked Questions (“FAQs”)and e-voting manual available atwww.evotingindia.com, under helpsection or write an email [email protected].

STATUTORY SECTION



The following statement sets out all material facts relatingto certain Ordinary Business and all the SpecialBusinesses mentioned in the accompanying Notice:

ITEM NO. 3.

Shri Dharam Pal Gupta, have a rich and vastexperience. During his studies only, he started showingkeen interest in his ancestral business of Oil Mills,Mechanized Farming, and Foundry etc. At the age of19, he started own industry of sheet metals. In 1964 hedeveloped for the first time in India, Automobile HeadLamps and Sealed Beams and a year after TractorLighting Kit for M/s Massy Ferguson. In 1968 hestarted M/s Rajasthan Implements and developmentTractor Driven Implements for Ferguson Tractor. In1989 Developed Halogen Bulbs first time in India. Hisachievement to develop lamps with Free FormTechnology first time in India by owns R&D awardedhim the prestigious ACMA Technology Award. He hasearned 25 awards in total out of which 8 awards areunder individual capacity. Under his able guidanceand vision, company established its MarketingNetwork all over India under Trade Mark “AUTOPAL”.He developed many programs for QCDD (He learn fromUK), ‘0’ PPM at shop floor level to reduce cost etc. Hepredicted 20 year ago that “CHINA WOULD BE THEBIGGEST THREAT FOR INDIA” and to overcomeChina, designed the “FIVE FINGER STRATEGY”which still exists as a strong guideline for the companyand it is being appreciated by International Scholars.For service to society, Mr. Gupta has also shown verykeen interest in establishing YOGA for disease-freenation. After lot of research work along with threedoctors, he has introduced a document “Eat Water &Drink Food, You never get ill”. By following the same,anybody can live for a long life.

ITEM NO. 4:-

Mr. Abhishek Gupta(Holding DIN 02691807) have arich experience, he is an MBA in Marketing andFinance. He has a powerful insight into the Marketingand Finance and related activities and has a rich andvaried experience of over 12 years in the areas ofMarketing and Finance. He has a working experienceat senior levels in the concerned areas and has deepknowledge and understanding of the respective areas.He has also participated in a number of trade fairsvisited across 23 countries all major General lightingand related markets world over.

Except Shri Abhishek Gupta, being the appointee, noneof the directors, Key Managerial Personnel or theirrelatives is interested in the resolution

ANNEXURE TO THE NOTICEEXPLANATORYSTATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO:-5

Shri Kunal Manchanda having 4 years experience inthe field of finance, advisory, Project funding and otherrelated activities he have prepared detailed projectreport (DPR) and Techno economic Viability (TEV)study report for many Projects for Project Funding inJaipur, Kota, and Hyderabad (in India) & Colombo(Sri Lanka).

He had been part of the team preparing TEV study andpreparation detailed project reports of hotels nowrunning under brand names such as Marriott, Ramadain Jaipur, and hotels Project in Hyderabad and Agraand Real-Estate projects. Other manufacturing sectorsincludes steel (Bars, angles, steel manufacturing plantin Sri Lanka).

Scope of work includes financial analysis, Fund flowstatement, analyzing positioning within peer groupand market study. Focus of the work has been uponMSME sector. Further he had been part of the team ininteraction with technical team of the promoters inorder to understand business cycle and manufacturingprocess in order to help team to prepare business plan.

Item No :-6

Mrs. Anubha Gupta(Holding DIN02190808) have arich experience, she is an MBA from IIM Ahmadabadin Marketing and Finance. She has a powerful insightinto the Marketing and Administration and relatedactivities and has a rich and varied experience of over12 years in the areas of Marketing and Administration.

Mrs. Gupta has a working experience at senior levelsin the concerned areas and has deep knowledge andunderstanding of the respective areas. she has alsoparticipated in a number of trade fairs visited acrossmany countries all major related markets world over.

Mrs. Anubha Gupta has made valuable and substantialcontribution in the growth and expansion of companyduring her tenure as Whole Time Director owing towhich board has decided for reappointment as a wholetime director .

Except Mrs. Anubha Gupta, being the appointee, noneof the directors, Key Managerial Personnel or theirrelatives is interested in the resolution

Place: JAIPUR By Order of the BoardDATE:-01/09/2015 S/d

ANUP GUPTA(Managing Director)

STATUTORY SECTION



AUTOPAL INDUSTRIES LIMITEDRegd. Office: E-195(A), RICO Industrial Area Sanganer. Jaipur-303902(Raj.)

ATTENDENCE SLIP (Please complete this form and hand it over at the entrance)

NAME OF THE ATTENDING MEMBER

(IN BLOCK LETTERS)

*FOLIO NO.

DIP ID NO. /CLIENT ID NO.

NO. OF SHARES HELD

NAME OF PROXY (IN BLOCK LETTERS,TO BE FILLED IF THE PROXY ATTENDSINSTEAD OF THE MEMBER)

I hereby record my presence at the 29th Annual General Meeting of the company at E-195(A), RICO Industrial Area,Sanganer, Jaipur-302020(Raj.) at 12:30 P.M. on Wednesday,30th day of September 2015Signature of the shareholder/proxy/authorized representative……………………………NOTE:1. Shareholder/Proxy holders wishing to attend the meeting must bring this attendance slip, duly signed, to the

meeting and hand it over at the entrance2. Shareholder(s) present in person or through registered proxy shall only be entertained.

AUTOPAL INDUSTRIES LIMITEDRegd. Office: E-195(A), RICO Industrial Area Sanganer. Jaipur-303902(Raj.)

PROXY FORM[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management andAdministration) Rules, 2014]

NAME OF THE MEMBER(s)

REGISTERED ADDRESS

FOLIO NO. /DIP ID-CLIENT ID

EMAIL ID

I/We, being the member(s) of………………………………………………..shares of the above named company, herebyappoint:1. Name : ....................................................................... Address : ...................................................................................................................................................................................................... E-mail Id : ..............................................................................Signature .............................................................................., or failing him2. Name : ....................................................................... Address : ...................................................................................................................................................................................................... E-mail Id : ..............................................................................Signature ..............................................................................as my/our proxy to attend and vote forme/our and on my behalf at the 29th Annual General Meeting of the companyto be held on Wednesday, the 30th day of September 2015 at 12:30 P.M. and at any adjournment thereof.Signed this………………………………….day of………………………..2015Signature of the Member(s)………………………………………………….Signature of the proxy holder(s)……………………………………………Notes:1. A member entitled to attend and vote is entitled to appoint proxy to attend and vote instead of himself2. A proxy need not be a member3. This form in order to be effective must be duly stamped. Completed and signed and must be deposited at the registered

office of the company, not later than 48 hours before the commencement of the meeting.

PleaseRe. 1/-

RevenueStamp

Documents

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