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3636363636ththththth Annual Report 2012-2013 Annual Report 2012-2013 Annual Report 2012-2013 Annual Report 2012-2013 Annual Report 2012-2013

Autolite (India) Limited

BOARD OF DIRECTORS

Shri Mahipal Gupta Chairman & Managing Director

Shri Amit Mahipal Gupta Whole-Time Director

Shri Adarsh Mahipal Gupta Whole-Time Director

Shri Gauri Shankar Das Director

Shri Suraj Prakash Batra Director

Shri Kuldeep Kumar Gupta Director

Shri Rajendra Singh Mehta Director

INVESTORS' SERVICE CELLShri Vishal Agarwal, Company Secretary

Mobile No. : 93144 82795

BankersKotak Mahindra Bank Ltd.Sardar Patel MargC-Scheme, Jaipur - 302 001

AuditorsM/s H. C. Garg & Co.Chartered Accountants,3, Gangwal Park, Jaipur - 302 003

Registrar & Share Transfer AgentMCS LimitedC/o Sri Venkatesh Bhawan,F-65, Okhla Industrial AreaPhase-I, New Delhi-110020E-mail: [email protected]. No.: 011-41406149

Registered OfficeD-469, Road No. 9-A,Vishwakarma Industrial Area,Jaipur - 302 013 (Rajasthan)

Works1. D-469, Road No. 9A,

V.K.I. Area, Jaipur

2. E-527-529, RIICO IndustrialArea, Sitapura, Jaipur

3. Parvati Nagar, Kings Road,Ajmer Road, Jaipur

INDEXPage No.

Management's Discussion & Analysis 3 - 5

Corporate Governance 6 - 19

Directors' Report 20 - 26

Auditors' Report 27 - 31

Balance Sheet 32

Profit & Loss Account 33

Notes 34 - 57

Cash Flow Statement 58

Auditors' Report & Annual Accounts 59

of Autopal Inc. (Subsidiary Company)

Notice 60-67


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MANAGEMENT’S DISCUSSION AND ANALYSIS

Industry Structure, Developments & Outlook

The Indian automobile segment witnessed the toughchallenge in 2012-13 resulting in slowing demanddue to various factors affecting overall sales ofautomobiles. Increase in fuel cost, interest rates andoverall slowdown in the global economy are thefactors which affect the turnover of automobilesector. During financial year 2011-12 and 2012-13, the turnover of auto component industryrecorded USD 42.4 billion and USD 40.6 billionrespectively which shows declining trend in autocomponent sector. Overall Indian automobileindustry has shown nominal growth of 2.61% infinancial year 2012-13 in comparison to financialyear 2011-12.

The trend is likely to continue in 2013-14 due torising fuel costs, weaking of Indian Rupee incomparison to US dollar and slow income growthand in order to achieve high growth rate, it is likelyto be a major concern for the industry for the year2013-14. However, from a long-term perspective,rising incomes, improved affordability anduntapped markets present promising opportunitiesfor the automobile industry in India.

Opportunities, threats

a) Opportunities

Indian automobile market is full ofopportunities where there is ample scope ofpassenger cars and two wheelers segment. Weobserve very often change in the models ofvehicles which call for fast development ofnew products.

The Company is having huge order base ofOEMs which is running over Rs. 150 Crores

in hand. The Company has diversified itsmarketing network to tap new areas. TheCompany is exporting its products inInternational After Market and in Indianmarket the Company is supplying to OriginalEquipment Market (OEMs), ReplacementMarket and also branding for major customersof Automotive sectors.

In addition to the above, Company isbenefited for export sales on account of highrevenue generation due to rise in dollar priceas Company export sales is more than 30%of total turnover.

b) Threat

The slow down in Indian OEM especially inCommercial Vehicle segment and also inexport market in automotive sector poses athreat for the Automotive Sector which mayaffect the Company’s overall performance.Rise in prices of raw material and fuel prices,etc put pressure on the bottom line of theCompany. Further, the external factors i.e.fluctuations in foreign exchange rates,slowdown of world economy, change inGovernment policies may affect the revenuesof the Company.

Risk & Concerns

The Company is an automotive component industrywhose success is mainly dependent on the vehiclemanufacturing industries. The demand of vehiclemanufacturing industry derives from the demandfrom the consumers.

The operational performance of the Company isexposed to External and internal risks associated


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with the business. Frequent changes in foreignexchange rate, Government policies, interest cost,inflation, liquidity crisis and rise in prices of rawmaterial are some of the risks which may affect onthe growth of the business of the Company. Further,the business of the company is dependent upon theoverall growth and business plans of OriginalEquipment Manufacturers. The Company haspresence not only in domestic market but also inexport market and the global economy continuesto be under stress which may impact on exportsales.

Systems & Quality (ISO 9001, TS 16949, ISO14001 & OHSAS 18001)

Autolite (India) Limited is the well known namein the field of System and Quality in automotiveindustry. Behind this, the aim of the Company isto achieve Customer Delight, working beyond thecustomer expectations. The major achievements inthe field of Quality & Systems during the year asfollows:

1. Company is working with the world widestandards for Quality Management Systemand Environment, Health & SafetyManagement Systems.

2. Company is certified with ISO 9001, TS16949, EMS 14001 & OHSAS 18001;which proves its commitment towardsQuality, Environment & Safety. Thesecertifications are audited and certified bySAI Global Limited, Australia. Company iscross audited by external team for theupgraded standards and is proud to say thatit is certified with the latest versions of allthe standards.

3. Company has successfully undergoneCustomer audit by M/s Tata Motors & M/sMahindra & Mahindra and got the approvalfor continuous supplies from both thecustomers.

4. Company has revised its Company QualityObjectives with reference to new versions ofISO 9001 (2008), TS 16949 (2009) andOHSAS 18001 (2007).

5. Company implements the EnvironmentManagement System & Occupational Health& Safety Management System in practicalaspects. Company has reviewed theorganisation objectives with regard to EMS14001 & OHSAS 18001.

6. Company has introduced the vision to treatemployees as internal customers; so theactivities related to Total EmployeeInvolvement is continued. A suggestioncommittee has been constituted to review andimplement these suggestions.

Exports

During financial year 2012-13, Companymaintained its export business to almost same levelof last year i.e. 2011-12 despite of global slowdownin the automobile sector. Exports during the currentfinancial year stood at Rs. 37.81 Crores.

The Company has bagged export excellence awardof Engineering Export Promotion Council (EEPC)for consecutive three financial years. The awardfor the year 2009-10 & 2010-11 were given inSeptember, 2012 and award for the year 2008-09was given in January, 2011. The Company has alsobeen selected for Rajasthan Export Award for theyear 2010-11 by Rajasthan Government for export

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excellence.

The Company has participated in AutomechanicaShow at Frankfurt, Germany, Auto Expo Delhi &AAPEX Show at Las Vegas (USA) during thecurrent financial year. Company has receivedencouraging business response from various partiesand Company hopes to enhance its market share ofBusiness with the support of customers.

Internal Control System

The Company has adequate and proper system ofinternal control to ensure that all assets aresafeguarded and protected against loss fromunauthorized use and disposition. It also ensuresthat transactions are authorised, recorded andreported correctly.

The Company’s internal audit system which isheaded by an experienced Chartered Accountantin addition to a firm of Chartered Accountantsentrusted with the task of conducting internal auditon regular basis. All non-conformities anddeficiencies are reported to top management andcorrective actions are taken.

Human Resource

We value our people and the contributions theymade to our success. We believe that rightemployee engagement is a cornerstone of oursuccess and we provide an encouraging work

environment. It has always been our endeavor tomotivate our people for taking initiatives andleadership quality by giving them proper trainingfrom time to time.

The purpose of designing such program is inducingBrand Value amongst the employees and meets theobjectives listed below:

To make the new employee comfortable inthe new environment from day one.

To offer the same feel of culture andenvironment as explained during the courseof recruitment.

To offer a complete orientation of office setup,utilities, policies & practices, organizationstructure, reporting system, his / her role &organizational expectation before a newemployee is placed in the actual job situation.

To review employee’s performance and levelof comfort with the team & superior.

Cautionary Statement

Statements in the Management Discussion andAnalysis describing the Company’s expectations orpredictions may be ‘forward looking’ within themeaning of applicable laws or regulations. Actualresults may differ materially from those expressedor implied.


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REPORT ON CORPORATE GOVERNANCE

Board Composition

Composition of the Board

No. of % of TotalDirectors Directors

Non-Executive Directors 4 57.14% 50%

Executive Directors 3 42.86% -

Total 7 100.00% -

Particulars Minimum Requirementas per Clause 49

1. Company’s Philosophy on CorporateGovernance:

Autolite stands committed to adopting highstandards of disclosure and corporate governanceand protecting rights of the stakeholders. Thecompany also believes in conducting its businessin transparent and ethical manner.

Clause 49 of the Listing Agreement stipulatesnorms and disclosure standards to be followed onthe corporate governance by listed companies. TheBoard of Directors of Autolite has adequaterepresentation of the qualified, professional, non-executive and independent directors. For speedyand efficient disposal of matters requiring specialattention, Committees of Directors have been

constituted. The following information constitutescompliance report of Autolite with Clause 49:

2. Board of Directors

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

As on March 31, 2013, the Autolite Board consistedof seven Directors, three of whom including theManaging Director were executive Directors. Theremaining four were non-executive Directors ofwhom all being independent. The BoardComposition as on March 31, 2013 is givenhereunder:

time gap between any two meetings during thefinancial year was 88 days.

The details of the Board Meetings held during theyear ended on March 31, 2013 are May 29, 2012,June 30, 2012, August 14, 2012, November 10,2012, January 19, 2013 and February 14, 2013.

The composition as on date, the changes duringthe year under review, number of meetings attendedand Directorships / Committee Memberships inother companies are as follows :

Board Meetings

In terms of the Listing Agreement, meetings ofBoard of Directors are held at least four times in ayear with a maximum time gap of three monthsbetween any two meetings. All information asrequired to be made available to the Board isprovided to the members of the Board well in timefor discussions in the Board Meetings for takingcorrective action, if any.

During the year ended on March 31, 2013, theBoard of Directors met six times. The maximum

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Attendance at Outside directorships & CommitteeBoard & AGM positions (as on 31.3.2013)

BoardMeet-ings

attended

Directorships Committee PositionsLastAGM

Member Chairman Member Chairman

1 Shri Mahipal Promoter and

Gupta Chairman and 5 Yes Nil N.A. Nil N.A.

Managing Director

2 Shri Amit Promoter and

Mahipal Whole-time 4 Yes 1 Nil Nil N.A.

Gupta Director

3 Shri Adarsh Promoter and

Mahipal Whole-time 6 Yes 1 Nil Nil N.A.

Gupta Director

4 Shri S. P. Independent &6 Yes Nil N.A. 1 1

Batra Non-Executive Director

5 Shri G. S. Independent &6 Yes Nil N.A. 3 1

Das Non-Executive Director

6 Shri K. K. Independent &4 Yes 2 Nil 2 Nil

Gupta Non-Executive Director

7 Shri R. S. Independent &6 Yes Nil N.A. 2 1

Mehta Non-Executive Director

Sr. No. Name of CategoryDirector

Alternate directorship, directorship in private limited companies are included

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

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


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Code of Conduct :

The Company has laid down a “Autolite - Code ofConduct” for the members of the Board of Directorsand the Senior Management. All the Boardmembers and Senior Management personnel haveaffirmed compliance with the code for the year2012-2013. A declaration to this effect signed bythe CEO is given in this report. Annual affirmationof compliance with the Code have been made bythe directors and senior management of theCompany. The CEO & CFO have certified to theBoard with reference to the Financial Statementand other matters as required in clause 49 of thelisting agreement.

Prohibition of Insider Trading Policy:

The Company has in place the Code of Conductfor Prevention of Insider Trading to comply withrelevant regulations laid down by SEBI.Accordingly the Company announces closure ofTrading Windows, free period, declaration ofprohibited period etc. The Company has designeda reporting system to prevent insider trading bydesignated employees and takes quarterly andannual disclosure from the designated employeesas mentioned in the Insider Trading Policy.

Appointment/Re-appointment of Directors

The Directors who retire by rotation and who areeligible for re-appointment are:

i) Shri Suraj Prakash Batra (Director)

Shri Suraj Prakash Batra, aged 76 years, is aB.E. (Mech.) and a Fellow of Institution ofEngineers (India), MIMA MIIE. He has alsodone professional courses in Total QualityManagement for Top Management from

BITS/UNIDO, Sweden, AdvanceManagement Programme (AMP) from IndianInstitute of Management, Ahmedabad,Special course on Production Control andManagement from University of Roorkee etc.He has also participated in World QualityCongress thrice. He worked for organizationslike Railway Board, Director GeneralOrdnance Factories, Burn Standar Co. (Addl.GM), A.K.S. Bearings Ltd. (ProductionChief), Kamal Enterprises (ED) and CycleCorporation of India (CMD). Currently, he isDirector (Training & Development) at theIndian Institute of Rural Management. He hasalso been making regular contribution to theTechnical Journals & other publications. Heis Chairman of the Audit Committee of theBoard of Directors of the company.

ii) Shri Kuldeep Kumar Gupta (Director)

Shri Kuldeep Kumar Gupta is a CharteredAccountant, Cost Accountant & CompanySecretary. He is having 28 years experiencein different companies. He is having his ownpractice of Chartered Accountant since last22 years and is associated with loansyndication with bank/ financial institutions.He is a member of Audit Committee andremuneration Committee of the Board ofDirectors of the Company.

3. Audit Committee

The Audit Committee of the Company is constitutedin accordance with the provisions of Clause 49 ofthe Listing Agreement with the Stock Exchangesread with Section 292A of the Companies Act,1956.

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The requisite details are as follows :

Name

Shri S.P. Batra (Chairman)

Shri G.S. Das (Member)

Shri K.K. Gupta (Member)

Shri Vishal Agarwal (Secretary)

Terms of reference

- Oversight of financial reporting system of the company;

- Recommending appointment/removal of auditors, fixing the fee & approval ofpayment for other services

- Reviewing with management annual financial statements before submission tothe board including qualifications in draft auditors’ report;

- Reviewing with management, external & internal auditors the adequacy of internalcontrol system;

- Reviewing the adequacy of internal audit function;

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

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

Five meetings of the Audit Committee took placeduring the accounting year ended on March 31,2013, i.e. on May 29, 2012, June 30, 2012, August14, 2012, November 10, 2012, and February 14,2013. Shri S.P. Batra and Shri G.S. Das werepresent at all the five meetings whereas Shri K.K.Gupta was present at four meetings of the AuditCommittee during the year under review. TheStatutory Auditors and Internal Auditors wereinvited to attend and participate at the meetings ofthe Committee.

The Audit Committee meetings are attended byinvitation by the Chief Executive Officer, ChiefFinancial Officer and representatives of theStatutory Auditors and internal auditors of theCompany.

The role of the Audit Committee is to monitor andprovide effective supervision of the Company’sfinancial reporting process with a view to ensurethat the financial statements are accurate, sufficientand credible.

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

A statement in summary form of transactions alongwith details of material transactions with relatedparties were placed before the Audit Committee at

regular intervals.

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

4. Remuneration Committee

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

a. Recommend to the Board remuneration to bepaid to the Managing Director and Whole-timeDirectors.

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

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

d. To do all such acts, deeds, things and executeall such documents, instruments and writingsas may be considered necessary, expedient ordesirable on the subject.

The remuneration policy of the Company is toremain competitive in the industry and to attractand retain talent and appropriately reward them ontheir contribution. The annual package of


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Mahipal Amit Mahipal Adarsh MahipalGupta Gupta Gupta

Chairman &Managing Director

Salary 30.00 30.00 0.00

Benefits :

Allowances & Perquisites 1.65 0.17 0.00

Bonus 0.05 0.04 0.00

Pension 0.00 0.00 0.00

Fixed Component

Contribution to PF, 0.11 0.11 0.00

Superannuation & Gratuity Fund

Performance linked Incentive Nil Nil Nil

Commission Nil Nil Nil

Service Agreement 5 years 5 years 5 years

Notice Period 1 month 1 month 1 month

Severance Fee Nil Nil Nil

Stock Option Nil Nil Nil

(Rs. in Lacs)

Whole-Time Directors

Particulars

employees is decided on the basis of performanceof the Company and also the individualperformance measured against the Keyperformance Indicators, which are in align to theCompany’s overall objectives.

Remuneration Committee comprises of thefollowing directors :

Shri Vishal Agarwal, Company Secretary is actingas Secretary of the Committee.

The details of remuneration paid to the Directorsin the whole-time employment with the companyduring the financial year ended on March 31, 2013are given hereunder :

Name of Members Designation Category

Shri R.S. Mehta Chairman Independent, Non-Executive

Shri G.S. Das Member Independent, Non-Executive

Shri K. K. Gupta Member Independent, Non-Executive

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The Company has not paid any remuneration tonon-executive Directors during the year 2012-13except sitting fee for attending the meetings ofBoard of Directors, Audit Committee and Investors’Grievance Committee, the details are as under :-

SittingFee Paid

during F.Y.2012-13

1. Shri Suraj Prakash Batra Rs. 33,000/-

2. Shri Gauri Shankar Das Rs. 45,000/-

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

4. Shri Kuldeep Kumar Gupta Rs. 24,000/-

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

No. of equity sharesheld (As on

March 31, 2013 )

1. Shri Suraj Prakash Batra Nil

2. Shri Gauri Shankar Das Nil

3. Shri Rajendra Singh Mehta Nil

4. Shri K.K. Gupta Nil

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

5. Shareholders’ Grievance Committee/ Share Transfer Committee

The Company has set up an Investors’ Grievance Committee to look into the complaints relating to non-receipt of dividend warrants, annual report, transfer/transmission of shares etc. as required in terms ofClause 49 of the Listing Agreement. The details of members of the Committee as well as status of investorcomplaints received during the year ended on March 31, 2013 are as follows :

Shri G.S. Das (Chairman)

Shri R. S. Mehta (Member) 0 0 0 0

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

The members of Investors’ Grievance Committee met four times during the year ended on March 31,2013. The meetings were held on May 29, 2012, August 14, 2012, November 10, 2012, and February 14,2013.

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

Name of DirectorsSl.No.

Name of DirectorsSl.No.

Received Resolved

No. of complaints Pendingat the endof the year

Pending atthe beginning

of the year

Name of Members


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6. General Body Meetings

i. Annual General Meetings

a. Location, time and date where last three Annual General Meetings were held are given below:

Year Location Date Time

E-526-530, RIICO Industrial Area,2009-10 Sitapura, Jaipur (Rajasthan) September 28, 2010 11.00 A.M.

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

Jaipur – 302013

D-469, Road No.9A,2011-12 Vishwakarma Industrial Area, September 29, 2012 11.00 A.M.

Jaipur – 302013

No Postal Ballot was conducted during the year. None of the resolutions proposed for the ensuing AnnualGeneral Meeting need to be passed by Postal Ballot.

b. The following Special Resolutions werepassed at the previous three Annual GeneralMeetings:

1. AGM held on September 29, 2012: -

i) Authorising Board of Directors to apply fordelisting of shares of the company from JaipurStock Exchange and/or Madras StockExchange.

2. AGM held on September 29, 2011:-

i) Appointment of Smt.Anubha Gupta, W/o ShriAdarsh Mahipal Gupta as Executive - EDP.

ii) Authorising Board of Directors to apply fordelisting of shares of the company from JaipurStock Exchange and/or Madras StockExchange.

3. AGM held on September 28, 2010:s-

i) Authorising Board of Directors to apply fordelisting of shares of the company from JaipurStock Exchange and/or Madras StockExchange.

ii) Approving payment of remuneration to Smt.Sneha Goel under Section 314(1)(b) of theCompanies Act, 1956 upto the limit of Rs.49,000/- per month.

iii) Authorising Board of Directors to dispose offNon-performing assets of the company.

c. Management Discussion & Analysis Report

The Management Discussion & AnalysisReport for the year ended March 2013 ispublished separately in this Report.

d. Other Disclosures

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

There has been delay on the part of the Company inpaying annual listing fee to Stock Exchanges wheresecurities of the Company are not traded. TheCompany will pay the Listing Fee to Jaipur and

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Madras Stock Exchange at the time of delistingfrom these stock exchanges.

e. Means of Communication

(i) Financial Results and Notices:

The quarterly reviewed results of the Companyare announced within forty five days from theend of respective quarter and the auditedfinancial results are announced within twomonths from end of financial year. The resultsare published in The Financial Express/Hindustan Times Mint (English) and RiwajRajasthan Ki (Hindi). The financial results aredisplayed on the Company’s website -www.autopal.com.

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

(ii) News Releases:

The Company issues news releases onsignificant corporate decisions/ activities onfacebook at the following address: -https://www.facebook.com/Autoliteindiahttp://www.autopal.com

(iii) Annual Report:

The Annual Report is circulated to themembers. The Management Discussion andAnalysis Report and Corporate GovernanceReport form part of the Annual Report.

(iv) Corporate Filings with Stock Exchanges:

The Company is regular in filing of variousreports, certificates, intimations, etc to theStock Exchanges. This includes filing ofaudited and un-audited results, shareholdingpattern, Corporate Governance Report,intimation of Board Meeting/ general meetingand its proceedings.

Activity Time schedule

Results for the first By mid ofquarter ending August’13June 30, 2013

Results for the second By mid ofquarter ending November’13September 30, 2013

Results for the third By mid ofquarter ending February’14December 31, 2013

Audited Results for By end ofthe year ending May’ 14March 31, 2014

(v) Investor Service:

The Company has appointed MCS Limited asa Registrar and Transfer Agent who are alsoauthorized to take care of investors’complaints. The secretarial department alsoassists in resolving various investor complaints.The Company has created a separate e-mail [email protected] exclusively for theinvestors to communicate their grievances tothe Company.

f. General Shareholders’ information

(i) Annual General Meeting

Date and Time : Saturday, September 14, 2013at 11:00 A.M.

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

(ii) Financial year :

The Company follows April - March as itsfinancial year. The results for every quarterbeginning from April will be declared withinthe time period prescribed under the ListingAgreement.

(iii) Financial Calendar for the year 2013-14(Tentative) :


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Sl. No.

Jaipur StockExchange Ltd.

(iv) Book Closure Date:

Tuesday, September 10, 2013 to Saturday, September 14, 2013 (both days inclusive)

(v) Dividend Disclosure :

The Directors have not recommended any dividend for the year ended on March 31, 2013.

Madras StockExchange Ltd.

Name of Stock Address Listing feeStock Code Exchange Paid up to

Stock Exchange Building,1 JLN Marg, Malviya Nagar, 2004-05 15

Jaipur-302017

2Bombay Stock Phiroze Jeejeebhoy Towers,Exchange Limited Dalal Street, Mumbai-400023 2013-14 500029

National Stock “Exchange Plaza”, Bandra Kurla3 Exchange of Complex, Bandra (East), 2013-14 AUTOLITIND

India Ltd. Mumbai-400051

4Delhi Stock ‘‘DSE HOUSE’’, 3/1, Asaf AliExchange Ltd. Road, New Delhi-110002 2009-10 101023

Stock Exchange Building, 11,5 Second Line Beach, Post Box 2006-07 ATT

No. 183, Chennai-600001

(vi) Listing on Stock Exchanges :

(vii) Stock Code/Symbol

BSE : 500029

NSE : AUTOLITIND

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Autolite at BSE BSE Sensex Autolite at NSE NIFTY

High Low High Low High Low High Low

April-12 20.60 15.00 17664.10 17010.16 19.40 16.05 5378.75 5154.30

May-12 17.25 14.25 17432.33 15809.71 17.00 14.50 5279.60 4788.95

June-12 17.00 14.45 17448.48 15748.98 17.05 14.15 5286.25 4770.35

July-12 19.70 14.70 17631.19 16598.48 19.75 14.55 5348.55 5032.40

August-12 26.20 14.25 17972.54 17026.97 26.40 15.20 5448.60 5164.65

September-12 22.05 17.25 18869.94 17250.80 21.40 17.60 5735.15 5215.70

October-12 21.45 16.80 19137.29 18393.42 20.00 17.10 5815.35 4888.20

November-12 19.00 16.20 19372.70 18255.69 18.80 16.05 5885.25 5548.35

December-12 18.55 16.40 19612.18 19149.03 19.30 16.30 5965.15 5823.15

January-13 21.00 16.55 20203.66 19508.93 20.95 16.50 6111.80 5935.20

February-13 17.75 13.80 19966.69 18793.97 17.85 13.60 6052.95 5671.90

March-13 16.00 13.00 19754.66 18568.43 16.00 12.50 5971.20 5604.85

Month

(viii) Market Price Data

(ix) Share Transfer System, Registrars and Transfer Agents

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

M/s MCS LimitedF – 65, Okhla Industrial Area Phase I, New Delhi –110 020

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


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(xi) Sharholding Pattern as on March 31, 2013

Category

No. of No. of SharesPercentageshares held in Demat form

Promoter & Promoter GroupIndian Promoters 4216615 4190015 44.59Foreign Promoters 0 0 0.00

InstitutionsMutual Funds & UTI 16914 264 0.18Financial Institutions/Banks 18100 17550 0.19Central Govt/State Govt(s) 100 100 0.00Foreign Institutional Investors 9720 100 0.10

Non-InstitutionsPrivate Corporate Bodies 1102003 1091426 11.65Indian Public 3856758 3333380 40.79

Any otherClearing Members 1402 1402 0.01NRI/OCB 25141 24791 0.27Trust & Foundation 209488 209488 2.22

Grand Total 9456241 8868516 100.00

(x) Distribution of Shareholding as on March 31, 2013

Category

Total No. of Percentage of

Shares Shareholders Shares Shareholders

1-500 1083417 7558 11.46 89.32

501-1000 362236 447 3.83 5.28

1001-2000 321630 211 3.40 2.49

2001-3000 180391 71 1.91 0.84

3001-4000 117922 33 1.25 0.39

4001-5000 151937 33 1.61 0.39

5001-10000 341266 45 3.61 0.53

10001 and Above 6897442 64 72.93s 0.76

Total 9456241 8462 100.00 100.00

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(xii) Dematerialisation of Shares

Particulars As on 31-03-2013 %

No. of shares held in dematerialized form in NSDL 6205052 65.62

No. of shares held in dematerialized form in CDSL 2263464 23.94

Physical form 587725 6.21

Shares issued in demat form but pending listing and 400000 4.23admission by depositories

As on date, the above 400,000 shares are now listed at BSE & NSE and have been admitted by theDepositories.

(xiii) Outstanding GDRs/ADRs etc.

Company has not issued any GDRs/ADRs nor are any Warrants or convertible instruments outstandingas on date.

(xiv) Address of Registered Office, Head Lamp Unit & Secretarial Department

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

Other Plants :

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

Machine Building DivisionParvati Nagar, Badarwas,Jaipur


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CEO/CFO Certification under Clause 49(V) of the Listing Agreement (Corporate GovernanceGuidelines) to be placed before the Board along with the Audited Annual Accounts

To,

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

This is to certify that :

a. We have reviewed Financial Statement and Cash Flow Statement for the year and that to the best ofour knowledge and belief:(i) these statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading,(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance

with existing accounting standards, applicable laws and regulations.b. there are to the best of our knowledge and belief no transactions entered into by the Company during

the year which are fraudulent, illegal or violative of the Company’s code of conduct.c. We accept responsibility for establishing and maintaining internal controls and that we have evaluated

the effectiveness of the internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation ofsuch internal controls, if any, of which we are aware and the steps they have taken or propose to taketo rectify these deficiencies.

d. We have indicated to the Auditors and the Audit Committee(i) significant changes in internal control during the year.(ii) significant changes in accounting policies during the year and that the same have been disclosed

in the notes to the financial statements.

Sd/- Sd/- Sd/-(Mahipal Gupta) (Adarsh Mahipal Gupta) (Vishal Agarwal)

Chairman & Managing Director Whole-time Director Company Secretary

Certificate of Compliance of Code of Conduct for Board of Directors and Sr. ManagementPersonnel

I, Mahi Pal Gupta, Chairman and Managing Director of the Company hereby certify that the Board of Directors

and the Sr. Management Personnel have affirmed the compliance of the Code of Conduct of the Company for

the financial year 2012-13.

Place : JaipurDated : 14.08.2013

Sd/-(MAHIPAL GUPTA)

Chairman & Managing Director

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COMPLIANCE CERTIFICATE

For H.C. GARG & CO.CHARTERED ACCOUNTANTS

FRN-000152CSd/-

(MADHUKAR GARG)PROPRIETORM. NO. 070162

Place : JaipurDated : 14.08.2013

To the members of Autolite (India) Limited

We have examined the compliance of the conditions of corporate governance by Autolite (India) Limited forthe financial year ended March 31, 2013 as stipulated in Clause 49 of the Listing Agreement of the saidcompany with stock exchanges.

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

In our opinion and to the best of our information and according to the explanations given to us, we certify thatthe company has complied with the conditions of Corporate Governance as stipulated in the above-mentionedListing Agreement.

We state that no investor grievances as on March 31, 2013 were pending against the company for a periodexceeding one month as per the records maintained by the Shareholders’/ Investors’ Grievance Committee.

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


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DIRECTORS’ REPORTDear Members,Your Directors have pleasure in presenting their 36th Report and audited accounts for the financial year endedon March 31, 2013.

FINANCIAL RESULTS

Particulars 2012-13 2011-12

Net Sales including Excise Duty 12318.10 12938.65

Total Income after Excise Duty 11679.33 12202.13

Total Expenses other than Interest, Depreciation & Tax 10937.24 11492.91

Profit Before Interest, Depreciation & Tax (PBIDT) 742.09 709.22

Financial Expenses 294.20 263.29

Cash Profit/(Loss) 447.89 445.93

Depreciation 363.81 375.59

Net Profit/(Loss) before Tax and Extra-ordinary items 84.08 70.34

Provision for Tax 12.31 18.91

Extra-ordinary Gains/(Expenses) 0.00 0.00

Profit/(Loss) after Extra-Ordinary items 71.77 51.43

(Rs. in Lacs)

OPERATIONS

During the financial year ended on March 31, 2013,your company achieved gross sales turnover ofRs. 12318.10 Lacs as against Rs. 12938.65 Lacsduring the corresponding financial year ended onMarch 31, 2012 thus registering a dip of 5% due tothe overall adverse industry scenario of automobilecompanies. Company had earned net profit beforetax and extra-ordinary items of Rs.84.08 Lacs ascompared to Rs. 70.34 Lacs in 2011-12. There isan increase in profit margin before tax and extra-ordinary items by 20%. The Company achievedexport sales of Rs. 3781.09 Lacs during the year2012-13 as against Rs. 3825.09 Lacs in 2011-12.

SECURED LOANS

The Company has repaid in full the Term Loan

taken from Rajasthan Financial Corporation.Further, during the period under review theCompany had availed Vendor/ Supplier Billdiscounting facility from Small IndustriesDevelopment Bank of India upto Rs. 500 Lacs andhad taken Machine Equipment loan fromElectronica Finance Limited of Rs. 158.97 Lacsand Working Capital Term Loan of Rs. 400 Lacsfrom Tata Capital Financial Services Limited.

The Company is regular in making repayment ofinterest and principal amount on above loanaccounts including the Working Capital DemandLoan taken from Kotak Mahindra Bank Limitedduring the year under review.

UNSECURED LOANS

The Company had taken unsecured loan of

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Rs. 100 Lacs from Religare Finvest Limited duringthe year and the Company is regular in makingrepayment of dues.

DIVIDEND

The directors do not recommend any dividend forthe year under review.

AUDITORS

The Auditors of the company M/s H.C. Garg &Co., Chartered Accountants, Jaipur, retire at theensuing Annual General Meeting and beingeligible, offer themselves for re-appointment. Theproposed re-appointment, if made, will be inaccordance with sub-section (1B) of Section 224of the Companies Act, 1956, as per the certificatefurnished by the auditors of the Company.

COST AUDITORS

During the year, Board appointed Mr. Sultan Singh,Cost Accountant to furnish certificate under Rule2 of The Companies (Cost Accounting Records)Rules, 2011. The Board has obtained theCompliance certificate for the year ended March31, 2013 and will file the same along with XBRLFiling.

REPLY TO AUDITORS’ QUALIFICATIONS

1. Regarding the observations made by Auditorsfor the Accounting Standard AS-22(Accounting for Taxes on Income), wecomment that the Company is paying its taxliability calculated as per the provisions ofMAT under Section 115JB of Income TaxAct, 1961. The deferred tax assets andliabilities arises on account of timingdifference of some of the items which has beenmentioned in the Income Tax Act and arenotional items which do not have any bearingon the profitability of the Company.

Therefore, its impact is taken in the books ofaccounts it will not have any bearing on anyprofitability of the Company. Further, there isno convincing evidence of virtual certainty ofrealization of deferred tax asset arising out oftiming difference.

2. The Company has recognized exportincentive receivable on accrual basis as perprevailing provisions of the export incentiveschemes announced by the Government ofIndia for export promotion. The Company hasavailed export claim amount of Rs. 47.66 Lacsfrom the Government out of earlier year’sclaim of Rs. 365.18 Lacs. For balance amountclaim, Company is in process of providingvarious documents, clarifications andexplanations as and when required byGovernment Authorities and Company hopesto get remaining claims settled with theGovernment Authorities very soon.

3. With regard to the advance made to a companywhich is registered with Board for Industrialand Financial Reconstruction (BIFR) againstwhich no provision was made, we wish to statethat the Company is doing job workexclusively for Autolite (India) Limited onregular basis for last many years and themanufacturing facilities are exclusivelydedicated for the job work of Autolite (India)Limited. As Hon’ble BIFR has not passed theorder, the management is unable to quantifythe sacrifice which the Company may have tomake. The Company will recover the amountas per the scheme as and when sanctioned byHon’ble BIFR and remaining amount will bewritten off in due course.

4. Regarding the observations made by Auditorsfor claim receivable of Rs. 90 Lacs, wecomment that Company has lodged claims ofdevelopment cost and also the supplies againstPal Peugeot Limited, Mumbai with receiver/


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Official Liquidator attached to Bombay HighCourt. The Claim is under process and theCompany hopes to get the amount of claimson final decision of Bombay High Court inrespect of settlement of claims against PalPeugeot Limited. Further, company has filedcriminal suit in the court against MeghaEnterprises for loss of duty free license benefitand hopes to recover the same. Based on thelegal opinion, Management is of the view thatCompany shall be able to recover the amountin near future and as such it was recognizedas claims receivable.

5. Due to liquidity constraints, there has beendelay in depositing TDS, PF and ESI dueswith the appropriate authorities during theperiod under review. However, the delay wasnot for the period exceeding six months.

6. Regarding the observations made by Auditorsfor the Accounting Standard AS-26(Intangible Assets), we comment that theCompany had treated new exportdevelopment expenses through participationin Foreign Trade Fairs, New productdevelopment and technical know how asdeferred revenue expenses whose benefit shallaccrue to the Company over a period of time.Hence, management had treated theseexpenses as deferred revenue expenses whichare to be amortized in subsequent five years.

7. With regard to recovery of loans from partiescovered under Section 301 of the CompaniesAct, 1956, the Company has recovered partof the amount and Management is confidentto recover the said amount in phased mannerfrom the respective parties in future.

Moreover, the relevant notes on accounts areself-explanatory and therefore, do not call forany further clarification.

DIRECTORS

There is no change in composition of Board ofDirectors during the financial year 2012-13.

Shri Suraj Prakash Batra and Shri Kuldeep KumarGupta, Director of the company retire by rotationand being eligible, offer themselves for re-appointment. Their brief resume is given in thereport on Corporate Governance forming part of thisannual report.

CORPORATE GOVERNANCE

A report on Corporate Governance along with acertificate from the auditors of your companyregarding compliance of conditions of CorporateGovernance is annexed and forms part of this annualreport. As on date, the company has complied withall provisions pertaining to Clause 49 of the ListingAgreement with the Stock Exchanges in this regard.

PUBLIC DEPOSITS

Your Company did not accept any new fixed depositsfrom general public during the year under review.Regarding the overdue deposits, the Company LawBoard has passed an order on April 27, 2011directing the company to repay the outstandingdeposits along with outstanding interest upto March31, 2013. The Company has paid the entire fixeddeposits along with interest to the fixed depositholders in compliance of the order of Company LawBoard by dispatching cheques to the Fixed depositholders before March 31, 2013 and entire amountis kept in separate bank account to meet the liability.However, several cheques were returnedundelivered and several cheques were not depositedby FD holders in their bank account for which theamount is lying in a separate Bank account forremaining repayment of fixed deposits and interestamount. Further, the Company had filed anapplication with Company Law Board seeking

directions in this regard.

s

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D I R E C T O R S ’ R E S P O N S I B I L I T YS T A T E M E N T

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

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

2. The Directors have selected such accountingpolicies and applied them consistently andmade judgments and estimates that arereasonable and prudent so as to give a trueand fair view of the state of affairs of yourcompany at the end of the financial year andof the profit of your company for that period;

3. The Directors have taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with theprovisions of this Act for safeguarding theassets of your company and for preventing anddetecting fraud and other irregularities;

4. The Directors have prepared the annualaccounts on a going concern basis.

SUBSIDIARY COMPANY

Financial Statements and other documents of thesubsidiary company viz. Autopal Inc. USA areannexed pursuant to the provisions of Section 212of the Companies Act, 1956.

TECHNOLOGY, ENERGY, FOREIGNEXCHANGE ETC.

Information on conservation of energy, technologyabsorption, foreign exchange earnings and outgorequired to be given pursuant to Section 217 (1)(e)of the Companies Act, 1956 read with theCompanies (Disclosure of Particulars in the Reportof the Board of Directors) Rules, 1988 is annexedhereto and forms part of this Report.

PERSONNEL

Industrial relations during the year under reviewremained cordial in all divisions of the company.

None of the employees falls under the purview ofSection 217 (2A) of the Companies Act, 1956, readwith the Companies (Particulars of Employees)Rules, 1975.

ACKNOWLEDGEMENT

Your Directors acknowledge with deep sense ofgratitude the co-operation extended and guidanceprovided by the Financial Institutions, Banks,Government Departments and Local Authoritiesand look forward to their continued support. YourDirectors are also grateful to the customers,suppliers and business associates of your companyfor their trust and support. Also, your Directorswould like to appreciate the commitment,dedication and hard work put in by every employeeof your company. Last but not the least, yourDirectors are deeply grateful for the confidence andfaith shown by the members of the company in them.

Place : JaipurDate : 14.08.2013

For and on behalf of the Board of Directors Sd/-

(MAHIPAL GUPTA)Chairman & Managing Director


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Annexure – I to DIRECTORS’ REPORT

A. CONSERVATION OF ENERGY

The company has taken adequate measures forproper control on fuel and electricity consumptionin the manufacturing process. Company ensures thatthe new machine added for the manufacturingprocess are energy efficient. As the company doesnot come under the power intensive industrycategory, the details of power and fuel consumptionare not given.

B. (I) RESEARCH AND DEVELOPMENT

1. Specific areas in which R&D carried out bythe Company.

a) Development of latest design Multi SurfaceReflector Technology Head Lamps forCommercial vehicles.

b) Development of All Plastic Headlamp forLCV’s .

c) Development of various LED modules i.e.Fog lamps in LED, Tail / Stop Lamp,Reverse Lamp, Direction Indicator Lamp,driving lamp etc..

d) Development of Head Lamps with LEDRing.

e) Development of CHMSL (Centre HighMount Stop Lamp) for LCV segment.

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

g) Development of High power LED worklamp, using Aluminium di casting Housingfor the Construction and mining and othergeneral lighting purpose.

h) Rear combination Lamp and Head Lampin BMC in Surface Mount Device (SMD)LED.

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

j) Development of complete water proofheadlamps i.e. All Glass Shield Beam with

Parking functions.

2. Benefits Derived as a result of above R&D

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

b) Increase in plastic moulding capacity willhelp in capturing market trend fromconventional sheet metal lights to plasticlamps.

c) It will support in identifying Customers’need and development of innovative newproducts.

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

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

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

3. Future Plan of Action

a) Development of Combination lamp usingultrasonic welding technology whichensures water proof lamp.

b) Development of LED head lamps for newgeneration high end vehicles.

c) Development of Beacon lamp and EngineLamp for the domestic and Export markets.

d) Development of work lamp, HID workLamp and Search Lamp for using inconstruction, mining, agriculturalequipments in national and internationalmarkets.

e) Development of composite head lamps fornew generation as per the requirement ofexport and domestic market.

f) Development of complete range of lampsthat are to be used for the particular vehicleas a kit in Micro trucks which includesHead lamps, Side indicator Lamp, Turnsignal Lamp, Roof Lamp, Reversing Lampetc..

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4. Expenditure on R & D (Rs. in Lacs)

(a) Capital 29.41

(b) Recurring 47.79

(c) Total 77.20

(d) Total R & D expenditure as a 0.63%%age of total turnover

e.g. product improvement, costreduction, product development, importsubstitution etc.a) Improvement in quality of products.

b) Increase in production capacity.c) Increase in product life.d) Increase in OEM, Export &

Replacement market share.

e) Competitive pricing & edge overcompetitors thorough distinct offerings.

f) Customer delight.

g) Increase in company’s brand image.h) New business opportunityi) Improvement in top and bottom line

3. In case of imported technology (importedduring the last 5 years reckoned from thebeginning of each financial year)following information may be furnished

B (II) Technology absorption, adaptation &innovation

1. Efforts in brief, made towardstechnology absorption, adaptation andInnovationa) Introduction of new free form

headlamps with thermoset BMCreflector technology at par with worldclass products.

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

c) Microprocessor based moulding M/Cadded with separate moulding divisionfor expansion in thermoplasticcomponent moulding area.

d) New epoxy dispensing M/C purchasedfor the complete Semi automatic testingline for LED Lamps along withtemperature controlled soldering Iron.

e) New technology for plastic lens joiningi.e. ultrasonic welding m/c purchasedand Insert moulding tools developedfor Tail lamp and Rear combinationlamp.

f) Integrated Cost Reduction by VA/ VEand material substitution and metal andrubber being replaced by plasticmaterial.

g) Wave soldering m/c purchased forincreasing productivity of LED line.

h) Automation of Phosphating Process andWashing Process implemented.

2. Benefit derived as result of above efforts

(a) Technology imported Not Applicable

(b) Year of Import Not Applicable

(c) Has technology been fully Not Applicableabsorbed

(d) If not fully absorbed, areas where Not Applicablethis has not taken place, reasonstherefore and future plans of action

ANNEXURE-II TO THE DIRECTORS’ REPORTFOREIGN EXCHANGE EARNINGS & OUTGO

(Rs. in Lacs)

A EARNINGSExports (FoB) 3727.01Dividend 3.18

B OUTGOImport of Raw Material (CIF) 671.21Capital Goods 38.20Travelling 29.34Commission 78.02Others 5.85


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ANNEXURE III TO THE DIRECTORS’ REPORTStatement pursuant to section 212 of the Companies Act, 1956 relating to Holding company’s interest in theSubsidiary Companies :

1 Name of the company Autopal Inc.

2 Financial year ended on March 31, 2013

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

b) %age of shareholding: 100%

4 The net aggregate amount of the Profit/(Loss) of the subsidiaryso far as it concerns the members of the company, anda) is not dealt with in the company’s account of the subsidiary’s

profit after deducting loss* For the financial year ended on 31-03-2013 (before dividend) Profit: US $ 5,296/-* For previous financial years since it became Profit: US $ 50,612/-subsidiary (after dividend)

b) is dealt in the company’s accounts :*For the financial year ended on 31-03-2013 Nil*For previous financial years since it Nilbecame subsidiary

5 Changes in the interest of the company between the end ofthe financial year of the subsidiary and 31-03-2013

6 Material changes between the end of the financial year of thesubsidiary and 31-03-2013 in the subsidiary’s fixed assets, Noneinvestments and moneys lent/borrowed from them.

None

For and on behalf of the Board of DirectorsSd/-

(MAHIPAL GUPTA)Chairman & Managing Director


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AUDITORS' REPORTTo the Members of Autolite (India) LimitedReport on the Financial Statements

We have audited the accompanying financialstatements of Autolite (India) Limited (“theCompany”), which comprise the Balance Sheet asat March 31, 2013, and the Statement of Profit andLoss and Cash Flow Statement for the year thenended, and a summary of significant accountingpolicies and other explanatory information.

Management’s Responsibility for the FinancialStatementsManagement is responsible for the preparation ofthese financial statements that give a true and fairview of the financial position, financial performanceand cash flows of the Company in accordance withthe Accounting Standards referred to in sub-section(3C) of Section 211 of the Companies Act,1956(“the Act”).This responsibility includes the design,implementation and maintenance of internal controlrelevant to 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

Our responsibility is to express an opinion on thesefinancial statements based on our audit. Weconducted our audit in accordance with theStandards on Auditing issued by the Institute ofChartered Accountants of India. Those Standardsrequire that we comply with ethical requirementsand plan and perform the audit to obtain reasonableassurance about whether the financial statementsare free from material misstatement.

An audit involves performing procedures to obtainaudit evidence about the amounts and disclosuresin the financial statements. The procedures selecteddepend on the auditor’s judgment, including theassessment of the risks of material misstatement ofthe financial statements, whether due to fraud orerror. In making those risk assessments, the auditorconsiders internal control relevant to the Company’spreparation and fair presentation of the financial

statements in order to design audit procedures thatare appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness ofaccounting policies used and the reasonablenessof the accounting estimates made by management,as well as evaluating the overall presentation ofthe financial statements.

We believe that the audit evidence we haveobtained is sufficient and appropriate to provide abasis for our qualified audit opinion.

Basis for Qualified Opinion

(i) As detailed in Note No. 45 of Balance Sheet,in the absence of information, no impacthas been taken in books for Deferred TaxAssets/Liabilities,

(ii) As detailed in Note No. 46 of Balance Sheetregarding claim for Export Incentive onestimated basis for Rs 377.35 Lacs,

(iii) As detailed in Note No. 47 of Balance Sheetregarding Rs 560.04 Lacs being advanceagainst supplies to a company which isregistered as Sick Unit with Board forIndustrial and Financial Reconstructionagainst which no provision has been madein books.

(iv) As detailed in Note No. 49 of Balance Sheetregarding claim receivable on estimatedbasis for Rs 90.00 Lacs,

Accordingly Net Profit and Shareholder’sfund would have been reduced by Rs1027.39 Lacs. Long Term Loans &advances and other non-current assetswould have been reduced by Rs 560.04Lacs and Rs 467.35 Lacs, respectively.

Qualified Opinion

In our opinion and to the best of our informationand according to the explanations given to us,except for the effects and possible effects of thematter described above (i), (ii) , (iii) & (iv) inthe basis for qualified opinion paragraph, thefinancial statements give the information


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For H.C. GARG & COMPANYChartered Accountants

FRN - 000152CSd/-

(MADHUKAR GARG)PROPRIETORM. No. 070162

PLACE : JAIPURDATE : 30.05.2013

required by the Act in the manner so requiredand give a true and fair view in conformity withthe accounting principles generally accepted inIndia :-

(a) in the case of the Balance Sheet, of the stateof affairs of the Company as at March 31,2013,

(b) in the case of the Profit and Loss Account,of the profit for the year ended on thatdate; and

(c) in the case of Cash Flow Statement, of thecash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Annexure to the Auditor’sReport Para No. IX(a) that the company is notregular in depositing its statutory dues withappropriate authorities. Our opinion is not qualifiedin respect of this matter.

Report on Other Legal and RegulatoryRequirements

1. As required by the Companies (Auditor’sReport) Order, 2003 (“the Order”) issued bythe Central Government of India in terms ofsub-section (4A) of Section 227 of the Act,we give in the Annexure a statement on thematters specified in paragraphs 4 and 5 of theOrder.

2. As required by Section 227(3) of theCompanies Act 1956, we report that :

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

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

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

(d) Except for the effects and possibleeffects of the matter described in thebasis for qualified opinion paragraph,in our opinion, the Balance Sheet,Statement of Profit and Loss, and CashFlow Statement comply with theAccounting Standards referred to insub-section (3C) of Section 211 of theCompanies Act, 1956 except for AS-9(Revenue Recognition) and AS-29(Provisions, Contingent Liabilities andContingent Assets) as detailed in NoteNo. 46, 47 & 49 of Balance sheet &AS-22 (Accounting for Taxes onIncome) as detailed in Note No. 45 ofBalance Sheet & AS-26 (IntangibleAssets) as detailed in Note No.2 (viii)of Balance Sheet;

(e) on the basis of written representationsreceived from the directors as on March31, 2013, and taken on record by theBoard of Directors, none of the directorsis disqualified as on March 31, 2013,from being appointed as a director interms of clause (g) of sub-section (1) ofSection 274 of the Companies Act,1956.

(f) Since the Central Government has notissued any notification as to the rate atwhich the cess is to be paid under Section441A of the Companies Act, 1956 norhas it issued any Rules under the saidsection, prescribing the manner in whichsuch cess is to be paid, no cess is due andpayable by the Company.

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loans given.

(d) Reasonable steps have been taken by theCompany for recovery of the principaland interest.

(e) The Company has not taken unsecuredloans from the companies, firms or otherparties covered in the register maintainedunder Section 301 of the Act.Accordingly clause (iii) (f) and (g) of theCompanies (Auditor’s Report) Order2003 are not applicable.

(iv) In our opinion and according toinformation and explanations given to us,there are adequate internal controlprocedures commensurate with the sizeof the Company and the nature of thebusiness; for the purchase of inventoryand fixed assets and for the sale of goods.Further, there is no continuing failure tocorrect major weaknesses in internalcontrol system.

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

(b) In our opinion and according to theinformation and explanations given to us,the transactions made in pursuance ofcontracts or arrangements entered in theregister maintained under Section 301 ofthe Companies Act, 1956 and exceedingthe value of Rupees five lacs in respectof any party during the period have beenmade at prices which are reasonablehaving regard to prevailing market pricesat the relevant time except in cases whereno comparison was possible in the caseof those materials and services where wewere informed, there is no alternativesource of supply.

ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in paragraph 3 of our Report of evendate)

(i) (a) The Company has maintained properrecords showing full particulars,including quantitative details andsituation of fixed assets. No fixed assetsregister has been maintained for dies andtools up to 31.3.98.

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

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

(ii) (a) Physical verification of inventory hasbeen conducted at reasonable intervalsby the management.

(b) The procedures of physical verificationof inventory followed by the managementare reasonable and adequate in relationto the size of the Company and the natureof its business.

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

(iii) (a) The Company has granted loans,secured or unsecured to companies, firmsor other parties covered in the registermaintained under Section 301 of the Act.The number of parties are 4 (Four) andamount involved in the transaction isRs. 402.17 Lacs.

(b) The rate of interest and other terms andconditions of loans given by theCompany, secured or unsecured, areprima facie prejudicial to the interest ofthe Company.

(c) The Company is not regular in recoveryof Principal and Interest in respect of


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Name of Statute Nature of Dues Amount Forum where dispute is pending(Rs. in Lacs)

1. Sales Tax Laws Sales Tax 0.48 Appellate Authorities

2. Central Excise Act Excise Duty 3.53 High Court

242.78 Central Excise & Service TaxAppellate Tribunal.

46.61 Commissioner (Appeal),Central Excise, Jaipur.

2. Income Tax Act Income Tax 11.70 CIT (Appeals), Jaipur

(vi) As informed to us, during the year, theCompany has not accepted deposits fromthe public. For Deposits accepted inearlier years the directives issued by theReserve Bank of India and the provisionsof sections 58A and 58AA or any otherrelevant provisions of the Act and therules framed there under, have beencomplied with except for repayment ofdeposits on due dates. An order has beenpassed by the Company Law Board on27.4.2011 for repayment of dues alongwith interest in phased manner tillFinancial Year 2012-13. The Companyhas made complete payment to FDRholders in compliance of the said orderexcept Rs 92.67 Lacs against whichseveral Cheques/ DD returnedundelivered and several Cheques notdeposited by FDR Holders. The companyhas kept said amount in a separate bankaccount to meet the liability. Further thecompany has filed an application beforethe Company Law Board seekingdirection in this regard.

(vii) In our opinion the Company has aninternal audit system commensurate withits size and nature of its business.

(viii) The Central Government has prescribedmaintenance of Cost records under

Section 209(1)(d) of the Companies Act,1956 in respect of manufacturing activityof the Company. We have broadlyreviewed the accounts and records of theCompany in this connection and are ofthe opinion, that prima facie, theprescribed accounts and records havebeen made and maintained. We have not,however, carried out a detailedexamination of the same with a view todetermine whether they are accurate orcomplete.

(ix) (a) According to the books and records asproduced and examined by us inaccordance with the generally acceptedAuditing practices in India and also basedon management representations, theCompany is not regular in depositingundisputed statutory dues. However,there is no undisputed statutory dues asat 31.3.2013 outstanding for a period ofmore than six months from the date theybecome payable.

(b) According to the information andexplanations given to us and records ofthe company examined by us the dues ofsales tax/income tax/custom duty/ wealthtax/excise duty/cess which are disputedand the details for which are given asunder:

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For H.C. GARG & COMPANYChartered Accountants

FRN - 000152CSd/-

(MADHUKAR GARG)PROPRIETORM. No. 070162

PLACE : JAIPURDATE : 30.05.2013

(x) The accumulated losses of the Company asper Balance Sheet as at 31.3.2013 are lessthan fifty per cent of its net worth. TheCompany has neither incurred cash losses infinancial year ended on 31.3.2013 nor it hasincurred cash losses in immediatelypreceding financial year.

(xi) According to the information andexplanations given to us, the Company hasnot defaulted in repayment of dues tofinancial institutions, banks or debentureholders.

(xii) According to information & explanationsgiven to us, the Company has not grantedany loans and advances on the basis ofsecurity by way of pledge of shares,debentures and other securities.

(xiii) Considering the nature of activities carriedon by the Company during the year,provisions of any special statute in respectof chit fund nidhi/mutual benefit fund/societies are not applicable to it.

(xiv) In our opinion and according to informationand explanations given to us, the Companyhas not dealt or traded in shares, securities,debentures or other investments during theyear.

(xv) The Company has not given any guaranteefor loans taken by others from bank or

financial institutions during the year.

(xvi) The Company has not taken any Term Loanfrom any Bank or Financial Institution duringthe year.

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

(xviii)The Company has not made preferentialallotment of shares to parties covered in theRegister maintained under Section 301 of theAct during the year.

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

(xx) The Company has not raised any moneythrough public issue during the year.

(xxi) As per the information and explanationsgiven to us, and on the basis of ourexamination of books and records carriedout in accordance with generally acceptedauditing practices, no fraud on or by theCompany was noticed or reported during theyear, nor have we seen and informed of anysuch case by the management.


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BALANCE SHEET AS AT 31ST MARCH, 2013PARTICULARS Note No. As at 31st MARCH As at 31st MARCH

2013 (Rs. in Lacs) 2012 (Rs. in Lacs)

The Notes No. 1 to 53 are an integral part of these Financial Statements

Sd/- Sd/- Sd/- As per our Separate Report of even date attached(M.P. Gupta) (Adarsh Mahipal Gupta) (M. S. Shekhawat) For H.C. Garg & Co.

Chairman & Managing Director Director General Manager (F) Chartered AccountantsFRN-000152C

Sd/- Sd/- Sd/-Place : Jaipur (Pawan Agarwal) (Vishal Agarwal) (MADHUKAR GARG)Date : 30.05.2013 Chief Manager Accounts Company Secretary Proprietor

M. No. 070162

I Equity and Liabilities1 Shareholders’ Fundsa Share Capital 3 946.35 946.35b Reserves and Surplus 4 2,227.74 2,156.00c Money received against share warrants - -2 Share Application Money pending allotment - -3 Non-Current Liabilitiesa Long-term borrowings 5 541.75 320.62b Deferred tax liabilities (Net) - -c Other Long- term liabilities - -d Long-term provisions 6 165.15 133.564 Current Liabilitiesa Short-term borrowings 7 646.87 635.74b Trade payables 8 1,370.10 1,523.28c Other current liabilities 9 1,079.52 1,238.87d Short-term provisions 10 68.53 69.53

Total 7,046.01 7,023.95II Assets1 Non-current assetsa Fixed Assets 11i Tangible assets a 2,003.09 1,915.59ii Intangible assets b 40.80 48.32iii Capital work-in-progress c 42.63 -iv Intangible assets under development d - -b Non-current investments 12 109.54 68.53c Deferred tax assets (Net) - -d Long-term loans and advances 13 916.06 846.73e Other non-current assets 14 852.40 766.532 Current Assetsa Current investments - -b Inventories 15 980.89 1,257.44c Trade receivables 16 1,160.61 910.12d Cash and Bank Balances 17 223.27 108.43e Short-term loans and advances 18 640.93 876.50f Other current assets 19 75.79 225.76

Total 7,046.01 7,023.95

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STATEMENT OF PROFIT & LOSS ACCOUNTFor the Year Ended For the Year Ended

PARTICULARS Note No. 31st March, 2013 31st March, 2012(Rs. in Lacs) (Rs. in Lacs)

The Notes No. 1 to 53 are an integral part of these Financial StatementsSd/- Sd/- Sd/- As per our Separate Report of even date attached

(M.P. Gupta) (Adarsh Mahipal Gupta) (M. S. Shekhawat) For H.C. Garg & Co.Chairman & Managing Director Director General Manager (F) Chartered Accountants

FRN-000152CSd/- Sd/- Sd/-

Place : Jaipur (Pawan Agarwal) (Vishal Agarwal) (MADHUKAR GARG)Date : 30.05.2013 Chief Manager Accounts Company Secretary Proprietor

M. No. 070162

I Revenue from operations (Gross) 22 12,318.10 12,938.65Less : Excise duty (904.64) (836.58)Revenue from operations (Net) 11,413.46 12,102.07

II Other Income 23 265.87 100.06III Total Revenue (I+II) 11,679.33 12,202.13IV Expenses:

Cost of materials consumed 24 5,533.69 6,247.42Purchases of Stock-in-Trade 2,192.76 2,766.49Changes in inventories of finished goods, 25 383.51 (521.55) work-in-progress and Stock-in-TradeEmployee benefits expenses 26 946.02 838.68Finance costs 27 294.20 263.29Depreciation and amortization expenses 28 363.81 375.59Other expenses 29 1,881.26 2,048.70Total Expenses 11,595.25 12,018.62

V Profit before exceptional and extraordinary 84.08 183.51items and tax (III-IV)

VI Exceptional items 30 - 113.17VII Profit before extraordinary items and tax (V-VI) 84.08 70.34VIII Extraordinary items - -IX Profit before tax (VII-VIII) 84.08 70.34X Tax expense

(1) Current tax 31 12.31 18.91(2) Deferred tax - -

XI Profit/(Loss) for the period from 71.77 51.43continuing operations (1X-X)

XII Profit/(Loss) from discontinuing operations - -XIII Tax expense of discontinuing operations - -XIV Profit/(Loss) from Discontinuing - -

operations (after tax) (XII-XIII)XV Profit/(Loss) for the period (X+XIV) 71.77 51.43XVI Earnings per equity share: 35

{Nominal value per share Rs.10/-} (1) Basic 0.76 0.54 (2) Diluted 0.76 0.54


(34)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARENDED 31st MARCH 2013

1. GENERAL INFORMATION :Autolite (India) Limited, Jaipur, is amanufacturer and Exporter of Automotive Headlamps and Halogen lamps. Company’s productis exported to more than 50 countries. Companyis supplying its product to leading OEM i.e TataMotors, Mahindra & Mahindra, Swaraj Mazda,Escort Yahama, Ashoka Leyland, V.ECommercial, etc. and supplying in India inreplacement market through its DealerDistributors Network. Company has beenawarded “STAR EXPORT HOUSE” status byMinistry of Commerce, Government of India.The company’s equity shares are actively tradedon the Bombay Stock Exchange Ltd. andNational Stock Exchange Ltd.

2. SUMMARY OF SIGNIFICANTACCOUNTING POLICIES:

(i) BASIS OF PREPARATION:These financial statements have beenprepared in accordance with the generallyaccepted accounting principles in Indiaunder the historical cost convention onaccrual basis. These financial statementshave been prepared to comply in allmaterial aspects with the accountingstandards notified under section 211(3C)[Companies(Accounting Standards) Rules2006 as amended] and the other relevantprovisions of the companies Act 1956.All assets and liabilities have beenclassified as current or non-current as perthe Company’s normal operating cycle andother criteria set out in the Schedule VI tothe Companies Act, 1956.

(ii) TANGIBLE ASSETSAll tangible assets are stated in the Balance

Sheet at Cost. The Company capitalizes allcosts related to fixed assets acquisitions andinstallations.

(iii) INTANGIBLE ASSETSBusiness Application Software intended forLong Term use is recorded at acquisitioncost. These software’s are amortized overtheir estimated useful life of 30 months.

(iv) DEPRECIATION

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

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

(c) No depreciation is provided onFreehold Land, Lease hold land andWell.

(v) INVENTORIES

(a) Raw Material, Stores & Spares, Workin Process are valued at landed cost ornet realizable value, whichever is lower

(b) Finished goods are valued at Cost orNet realizable value, whichever islower.

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

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

(vi) FOREIGN EXCHANGE TRANSACTION

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

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

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

(d) Current Assets and Current Liabilitiesare accounted for at the rates prevailingas at the Balance sheet date.

(vii) REVENUE RECOGNITION

Local Sales:Sales are inclusive of Excise Duty butexclusive of Sales Tax and TradeDiscount. Sales is inclusive of inter-unittransfer which is Rs. 1270.66 Lacs.(Rs.1878.39 Lacs)

Export Sales:Export Sales are inclusive of Freight &Insurance wherever the terms are of CIF/C&F basis. Export Sales are accounted onthe date of removal of goods from Factory.

Other Income:Interest income is recognized on a timeproportion basis taking into account theamount outstanding and the rateapplicable.

Income from duty drawback and Export

incentives are recognized on accrual basis.

Dividend income is recognized when theright to receive dividend is established.

(viii) DEFERRED REVENUE EXPENDITUREExpenditure in respect of New ExportMarket Development through participationin ‘Foreign Trade Fair’, New ProductDevelopment and Technical Know how aretreated as deferred revenue expenditure andare amortized in subsequent five years.

(ix) EMPLOYEE BENEFITS

(1) The Company has DefinedContribution Plan for its EmployeesRetirement Benefits comprising ofProvident Fund and Employees StateInsurance Fund. The Company andeligible employees make monthlycontribution to the above mentionedfunds at a specified percentage of thecovered employee’s salary. TheCompany recognizes its contributionsas expenses of the year in which theliability is incurred.

(2) The Company has Defined BenefitPlan comprising of Gratuity Fund andLeave Encashment. The liability forGratuity and Leave Encashment isdetermined on the basis ofindependent actuarial valuation doneat year end. There are no Plan Assetsin respect of the above as both are non-funded.

(3) Group Accident Policy

The Company has taken a policy fromThe National Insurance Co.Ltd. Tocover those employees which are notcovered in E.S.I.C Act. Premiumpaid/payable during the year ischarged to Profit and Loss Account.


(36)

(x) INVESTMENTS

Investments are valued at cost. Provisionfor diminution in the value of long terminvestments is made, only if such declineis other than temporary.

(xi) TAXATION

Income tax expenses comprise current taxand deferred tax charge or credit. Provisionfor current tax is made on the assessableincome at the tax rate applicable to therelevant assessment year. The deferred taxasset and deferred tax liability is calculatedby applying tax rate and tax laws that havebeen enacted by the balance sheet date.Deferred tax assets arising mainly onaccount of brought forward losses andunabsorbed depreciation under tax lawsare recognized, only if there is a virtualcertainty of its realization supported byconvincing evidence. Deferred tax assetson account of other timing differences arerecognized, only to the extent there is areasonable certainty of its realizations. Ateach Balance Sheet date, the carryingamount of deferred tax assets is to bereviewed to reassure realization.

(xii) LEASE TRANSACTION

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

(xiii) BORROWING COSTS

Borrowing cost on working capital ischarged against the Profit/Loss for the yearin which it is incurred. Borrowing costthat is attributable to the construction/acquisition of fixed assets are capitalizedas part of the cost of these capitalizedassets till the date of completion ofphysical construction/mechanicalcompletion of the assets.

(xiv) IMPAIRMENT OF ASSETS

The carrying amount of assets are reviewedat each Balance Sheet date if there is anyindication of impairment based on internal/external factors. An Asset is treated asimpaired when the carrying amount of theasset exceeds the recoverable amount. Animpairment loss is charged to the Profitand Loss Account in the year in which anasset is identified as impaired. Theimpairment loss recognized in prioraccounting periods is reversed if there hasbeen change in the estimate of therecoverable amount.

(xv) PROVISIONS, CONTINGENTLIABILITIES AND CONTINGENTASSESTS

The Company recognizes a provisionwhere there is a present obligation as aresult of a past event that probably requiresan outflow of resources and a reliableestimate can be made of the amount of theobligation. A disclosure for a contingentliability is made when there is a possibleobligation or a present obligation that may,but probably will not, require an outflowof resources. Where there is a possibleobligation or a present obligation that thelikelihood of outflow of resources isremote, no provision or disclosure is made.Contingent assets are neither recognizednor disclosed. Provisions, contingentliabilities and contingent assets arereviewed at each balance sheet date

(xvi) CASH AND CASH EQUIVALENTS

In the cash flow statement, cash and cashequivalents includes cash in hand, demanddeposits with banks, other short-termhighly liquid investments with originalmaturities of three months or less.

(37)

PARTICULARS As at 31st March As at 31st March2013 (Rs. in Lacs) 2012 (Rs. in Lacs)

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

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

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

Add: Share Forfeiture 0.73 0.73

T O T A L 946.35 946.35(a) Reconciliation of number of sharesEquity Shares :-

Particulars No.of Shares No.of SharesAs at 31.03.2013 As at 31.03.2012

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

Add: Share Forfeiture - - 0.73 0.73

946.35 946.35

Add: Shares issued during the year - - - -Balance as at the end of the year 94,56,241 94,56,241 945.62 945.62

Add: Share Forfeiture - - 0.73 0.73

946.35 946.35

( c ) Details of Shares held by shareholders holding morethan 5% of the aggregate Shares in the Company.

No.of Shares No.of SharesAs at 31.03.2013 As at 31.03.2012

(1) M.P.Gupta 13,18,763 (13.95%) 13,18,763 (13.95%)

(2) Autopal Marketing Pvt Ltd 5,93,400 (6.28%) 5,93,400 (6.28%)(3) Autopal Glass Pvt Ltd 5,90,000 (6.24%) 5,90,000 (6.24%)

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


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4. RESERVES AND SURPLUSCapital ReserveBalance as at the beginning of the year 814.62 814.65Less: Transfer to Statement of Profit and Loss 0.03 0.03Balance as at the end of the year 814.59 814.62Capital Redemption Reserve 25.00 25.00Securities Premium account 3,633.14 3,633.15General Reserves 496.05 496.05Utilized Investment Allowance Reserve 3.40 3.39Utilized Export Development Reserve 1.21 1.21Debit balance in the statement of profit and lossBalance as at the beginning of the year (2,817.42) (2,868.85)Less: Profit for the year 71.77 51.43Balance as at the end of the year (2,745.65) (2,817.42)

T O T A L 2,227.74 2,156.00

5. LONG-TERM BORROWINGS :Secured :Term Loans From Banks :

Working Capital demand Loans from Kotak Mahindra 47.31 118.05Bank Limited Account No 0271TL0100000012Terms of Repayment :- Repayable in 36 equal monthlyinstallments beginning from 25/11/2011

Nature of security1. Secured by way of First and exclusive charge on all existing and future current assets/ movable assets and plant and machinery of the Company2. Secured by way of equitable charge on the land & building situated at VKI Area, Jaipur3. Secured by way of equitable charge on land & building located at Mahar House, JaipurFrom Financial Institutions : - 181.28Rajasthan Financial CorporationTerms of Repayment : Repayable in 19 quarterly installmentsbeginning from 01/09/2009Nature of security : Secured by an equitable mortgage of industrialland situated at E-526 to 530 RIICO industrial Area, Sitapura,Jaipur and Building by way of first charge on all existing andfuture /proposed building and personal guarantee of Directors

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From Others: -1.Tata Capital Financial Services Limited 335.71 -Terms of Repayment : Repayable in 56 monthly installmentsalong with interest after a moratorium of 4 months beginningfrom 20/07/2013 Nature of security : First paripassu chargeon land and building situated at E-527 to 529 RIICO industrialArea, Sitapura, Jaipur with SIDBI in the name of the borrowerhaving a market value of Rs. 20.62 crores and irrevocable &unconditional personal guarantee of Shri Amit Mahipal Guptaand Shri Adarsh Mahipal Gupta2.Electronica Finance Limited Account No 114-017469-000201-01 83.61 -Terms of Repayment : Repayable in 59 equal monthly installmentsbeginning from 15/06/2012Nature of Security: Secured by hypothecation of machines purchasedand personal guarantee of Shri Adarsh Mahipal Gupta3.Electronica Finance Limited Account No. 114-017469-000201-03 45.34 -Terms of Repayment : Repayable in 59 equal monthly installmentsbeginning from 15/12/2012Nature of Security: Secured by hypothecation of machines purchasedand personal guarantee of Shri Adarsh Mahipal Gupta4.Kotak mahindra prime limited vehicle loan account no CF6070345 3.49 6.02Terms of Repayment : Repayable in 60 equal monthly installmentsbeginning from 17/06/20105.Kotak mahindra prime limited vehicle loan account no CF5890409 0.93 1.77Terms of Repayment : Repayable in 60 equal monthly installmentsbeginning from 29/03/20106.Kotak mahindra prime limited vehicle loan account no CF6041965 2.79 5.13Terms of Repayment : Repayable in 59 equal monthly installmentsbeginning from 31/05/20107.Kotak mahindra prime limited vehicle loan account no CF7855289 4.42 8.37Terms of Repayment : Repayable in 36 equal monthly installmentsbeginning from 01/04/20128.Kotak mahindra prime limited vehicle loan account no CF8206420 3.59 -Terms of Repayment : Repayable in 36 equal monthly installmentsbeginning from 10/08/2012Nature of security : Vehicle Term Loan are secured by way ofhypothecation of vehicle financed by Kotak Mahindra Prime LimitedUnsecured:Term Loans :From Others :Religare Finvest Limited SME Loan 14.57 -Terms of Repayment : Repayable in 24 Equal Monthly installmentsstarting from 01/07/2012Nature of Security : Unsecured T O T A L 541.75 320.62


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9. OTHER CURRENT LIABILITIESCurrent maturities of long-term debts (Refer Note 5 also):-Secured:Term Loans :-From Banks :-Working Capital demand Loan from Kotak Mahindra Bank LimitedAccount No 0271TL0100000012 70.80 59.95ICICI Bank Limited vehicle loan account No LAJAI00013659926 - 0.60Terms of Repayment : Repayable in 48 equal monthly installmentsbeginning from 05/07/2008Nature of security : secured by way of hypothecation of vehicleFrom financial institutions :-Rajasthan financial corporation - 153.24Small Industries Development Bank of India 69.86 -Terms of Repayment : Repayable after 90 days from the date of bill discountingNature of Security: Secured by way of equitable mortgage of all


6. LONG TERM PROVISIONSProvision for Employees Benefits :Gratuity 136.33 110.45Leave encashment 28.82 23.11

T O T A L 165.15 133.56

7. SHORT -TERM BORROWINGSSecured :Packing Credit Limit from Kotak Mahindra Bank Limited 599.99 600.00Overdraft from Kotak Mahindra Bank Limited - 31.60Nature of security :1. Secured by way of First and exclusive charge on all existing and futurecurrent assets/ movable assets and plant and machinery of the Company2. Secured by way of equitable charge on the land & building situated at VKI Area Jaipur3. Secured by way of equitable charge on land & building located at Mahar House, JaipurOverdraft from Syndicate Bank Limited 46.88 4.14Nature of security :Secured against Bank FDR

T O T A L 646.87 635.74

8. TRADE PAYABLES a) Dues of micro, small & medium enterprises (Refer Note 37) - - b) Others 1370.10 1,523.28

T O T A L 1370.10 1,523.28

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10. SHORT TERM PROVISIONSProvision for Income Tax 17.50 16.10Provision for Employees Benefits :Gratuity 39.72 43.00Leave encashment 11.31 10.43

T O T A L 68.53 69.53

immovable properties of the borrower both present and futureincluding factory shed, building and structure theron situated atE-527 to 529, RIICO Industrial Area, Sitapura, Jaipur along withTata capital Financial Services Limited on pari passu basisFrom Others :-Tata Capital Financial Services Limited 64.29 -Religare Finvest Limited SME Loan 52.10 -Electronica Finance Limited 114-017469-000201-01 12.78 -Electronica Finance Limited 114-017469-000201-03 6.00 -Tata capital limited vehicle loan account no 700042818 - 2.08Terms of Repayment : Repayable in 47 equal monthlyinstallments beginning from 24/10/2008Kotak Mahindra Prime Limited vehicle loan account No CF5242843 - 0.20Terms of Repayment : Repayable in 36 equal monthlyinstallments beginning from 31/05/2009Nature of security : Term Loan from others are securedby way of hypothecation of vehicle financed by them.Kotak Mahindra Prime Limited vehicle loan account No CF6070345 2.53 2.32Kotak Mahindra Prime Limited vehicle loan account No CF5890409 0.84 0.77Kotak Mahindra Prime Limited vehicle loan account No CF6041965 2.34 2.14Kotak Mahindra Prime Limited vehicle loan account No CF7855289 3.95 3.63Kotak Mahindra Prime Limited vehicle loan account no CF8206420 2.36 -Other Liabilities:-Interest accrued and due on secured borrowings fromRajasthan Financial Corporation - 4.83Unpaid matured deposit 26.61 35.40Interest accrued and due on unpaid matured deposits 66.06 152.49Sundry Creditors (others) 219.94 266.77Advance from Customers 124.85 194.41Outstanding Liabilities 272.31 263.03Government Dues 43.60 57.86Security Deposit from Staff 10.69 10.02Security From Dealers & Distributors 27.61 29.13

T O T A L 1,079.52 1,238.87


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TS

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12. NON CURRENT INVESTMENTSTrade Investments (valued at cost)QuotedFully paid equity shares at cost of Limited Companies.(i) Autopal Industries Limited, Jaipur.100 Shares @ 25/- each 0.03 0.03Un-QuotedFully paid up 6 Equity Shares of US$ 10,000 18.92 18.92 each of Autopal Inc. USA a wholly owned subsidiaryOther investments (valued at cost)Quoted(i) IDBI BANK LIMITED160 Shares @ 81.25 incl. Bonus Shares 0.13 0.13ii) Palsoft Infosystems Limited, Jaipur501300 Shares @ 20/- each 100.26 100.2610 Shares @ 10/- each - -Un-QuotedFully paid up Equity Shares at cost of Limited Companies(i) Anusika Industries Limited, Jaipur2800 Shares @ 50 each 1.40 1.40Less :- Provision For Diminution In Value of Investments (11.20) (52.21)

T O T A L 109.54 68.53

Aggregate amount of quoted investments 100.42 100.42Market value of quoted investments 90.61 49.65Aggregate amount of un-quoted investments 20.32 20.32Aggregate provision made for diminution in value of investment 11.20 52.21

13. LONG -TERM LOANS AND ADVANCESUnsecured, considered good (unless otherwise stated) :Capital Advances :To Related parties 71.19 129.00To Others 50.59 15.00Others loans & advances :To Suppliers - 487.44To Others 98.24 52.36To firms or private companies in which any director is a partner or a director or a member 96.00 128.00Security Deposits with Govt./Semi Govt.Departments 24.19 19.11DoubtfulCapital Advances :To Others 37.20 37.20Less : Provision For Doubtful loans & Advances (27.90) (27.90)Others loans & advances :To Others 586.11 26.08Less : Provision For Doubtful loans & Advances (19.56) (19.56)

T O T A L 916.06 846.73


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14. OTHER NON CURRENT ASSETSExcise duty under claim 39.04 39.04Demand Under Dispute 17.95 6.79Claim receivables (including Cenvat, Service tax & sales tax receivables) 566.66 519.62Fixed deposit with bank with maturity period more than twelve month 29.35 -{Out of which FDR pledged with banks Rs. 29.35 Lacs (Rs. Nil)}Deferred revenue expenditure 199.40 201.08

T O T A L 852.40 766.53

15. INVENTORIESAt lower of cost or net Realizable valueRaw Materials, Stores & Packing Material{includes in transit Rs.9.70 Lacs, (31.03.2012:- Rs. 46.47)} 578.80 471.84Work-in-Progress 248.61 367.75Finished Goods 138.14 313.61Stock- in- trade 15.34 104.24

T O T A L 980.89 1,257.44

16. TRADE RECEIVABLESUnsecured, considered goodOutstanding for a period exceeding 6 months from thedate they are due for payment 258.82 194.48Others 714.34 715.64Unsecured, considered doubtfulOutstanding for a period exceeding 6 months from thedate they are due for payment 45.52 45.52Others - -Less:- Provisions for Doubtful Debts (45.52) (45.52) Outstanding for a period exceding 6 months from the date they are due for paymentDebts due by firms or private companies in which any director is a partner or a director or a member 187.45 187.45Less:- Provisions for Doubtful Debts - (187.45)

T O T A L 1160.61 910.12

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17. CASH AND BANK BALANCESCash and cash equivalentsCash on hand 35.03 5.72Bank Balances :-In current accounts(Out of which Rs. 92.64 Lacs kept separately for repayment of FD Holders) 98.20 27.92Fixed deposits with maturity less than three months 5.53 -{Out of which FDR pledged with banks Rs. 5.53 Lacs (Rs. Nil)}

138.76 33.64Other Bank BalancesMargin Money Account (Kotak Mahindra Bank Limited) 16.34 18.43Fixed deposit with maturity more than three month but less than twele month 68.17 56.36{Out of which FDR Pledged with Banks Rs.67.79 Lacs (Rs.56.36 Lacs)}

84.51 74.79

T O T A L 223.27 108.43

18. SHORT -TERM LOANS AND ADVANCESUnsecured considered good :-Loans & advances to related parties 145.13 103.84Other loans and advances :-Advance to Kotak Mahindra Prime Ltd (TDS) - 0.21Cash with Collector Central Excise, Jaipur. 44.03 5.90Prepaid Expenses 3.27 2.97Advance to Suppliers 67.97 118.56Advance to others 61.98 114.13Advance to Creditors (Exp.) 44.26 46.73Advance against Salaries 21.72 6.20Advance against Expenses :Directors - 2.40Others 12.71 2.19Advance payment of Taxes 3.52 2.02Claim receivables (including Cenvat, Service tax & Sales tax receivables) 128.63 313.23Loan & Advances due by firms or private companies in which anydirector is a partner or a director or a member 107.71 158.12

T O T A L 640.93 876.50

19. OTHER CURRENT ASSETSOthers Receivables - 164.60Interest earned but not due 0.71 0.76Deferred revenue expenditure 75.08 60.40

T O T A L 75.79 225.76


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20. CONTINGENT LIABILITIES(i) Demand under disputesa. Excise duty 331.96 331.96(Amount deposited with Excise Authorities Rs.39.04 Lacs) - -b. Sales tax 5.08 7.90(Amount deposited with Sales tax Authorities Rs.4.61 Lacs) - -c. Income Tax 25.04 -(Amount deposited with Sales tax Authorities Rs.13.34 Lacs)(The Company has preferred appeals/revision againstall the demands mentioned above) - -(ii) Bank Guarantee 117.88 92.88(iii) Foreign bills / Cheque purchase / discounted 133.86 164.59(iv) Letter of credit 150.93 138.15

21. CAPITAL AND OTHER COMMITMENTSa. Capital commitmentsEstimated amount of contracts remaining to be executedon capital account (Net of Advance) 105.97 105.97b. Other commitments - -

For the Year Ended For the Year EndedPARTICULARS 31st March, 2013 31st March, 2012

(Rs. in Lacs) (Rs. in Lacs)22. REVENUE(a) Sale of products :-Finished goods :-Exports 3,771.95 3,817.31Domestic 4,867.42 5,041.37Traded goods :-Exports 9.14 7.78Domestic 2,652.66 3,210.91Total (a) 11,301.17 12,077.37(b) Other Operating Revenue :-Export Incentives 103.40 90.25Commission Received 4.63 6.83Royalty 18.55 16.30Scrap and other Sales 890.35 747.90Total (b) 1,016.93 861.28Total (a+b) 12,318.10 12,938.65Less:- Excise Duty (904.64) (836.58)Total 11,413.46 12,102.07Details of Sales (Finished goods)Head lamp 5,971.00 6,400.63Halogen bulb and capsule 2,386.14 2,360.73Machine and parts 213.29 41.83Dies and Moulds 68.94 55.50Details of Sales (Traded goods)Head lamp and Bulb 2,661.80 3,218.68 T O T A L 11,301.17 12,077.37

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23. OTHER INCOMEProfit/dividend from subsidiary 3.18 0.01Rent Receipts 0.60 0.60Interest receipt 13.64 7.54Transfer from Capital Reserve 0.03 0.03Miscellaneous Receipts 17.57 9.41Liabilities written back to the extent no longer required - 14.02Provision for diminution in value of investment written back 41.01 38.45Provision for bad & doubtful debts written back 187.45 -Profit On Sale of Fixed Assets 2.39 -Claims Other - 30.00

T O T A L 265.87 100.06

24. COST OF MATERIAL CONSUMEDOpening Stock : 471.84 470.17Add : Purchase of Raw Material 5,640.65 6,249.09Total 6,112.49 6,719.26Less : Closing Stock (Valued at cost or Net Realizable Value, whichever is lower) 578.80 471.84

T O T A L 5,533.69 6,247.42

Details of Consumption and Purchase(a) Details of Raw Materials / Packing Materials consumedCRCA Sheet 1,023.28 1,199.63Bulbs 498.07 444.27Lens 425.54 493.24Motors 300.25 379.41Miscellaneous 1,944.13 2,103.36For Halogen bulbs (Sitapura) 972.69 1,298.07For Halogen bulbs (Parwati Nagar) 326.07 233.19For Machines 27.04 77.37For Dies and Moulds 16.61 18.88

Total (a) 5,533.68 6,247.42

(b) Purchase of Stock in tradeHead lamp and bulbs 2,192.76 2,766.49

Total (b) 2,192.76 2,766.49

(c) Value of imported and indigenous material consumed

Imported 664.89 1,110.30% 12.02% 17.77%Indigenous 4,868.79 5,137.12% 87.98% 82.23%

Total (c) 5,533.68 6,247.42


(Rs. in Lacs) (Rs. in Lacs)


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25. CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN -PROGRESS AND STOCK-IN-TRADEOPENING STOCKFinished Goods 313.61 75.62Stock-in-trade 104.24 39.16Work in Process 367.75 149.27

785.60 264.05CLOSING STOCKFinished Goods 138.14 313.61Stock-in-trade 15.34 104.24Work in Process 248.61 367.75

402.09 785.60

T O T A L 383.51 (521.55)

26. EMPLOYEES BENEFITS EXPENSESSalaries & Wages 473.34 450.46Directors Remuneration (including perquisites) 62.03 50.30Directors sitting fees 1.38 0.98Bonus & Ex-gratia 69.60 50.03Leave Encashment (Refer note 41 ) 9.12 2.96Production Incentives 127.36 85.12Employer’s Contribution to Provident fund, Family pension fund, etc. 30.86 29.92Employer’s Contribution to ESI 11.95 11.25Labour & Staff Welfare 11.62 22.56House Rent Allowance 117.52 103.85Notice Pay (1.16) (0.26)Gratuity (Refer note 41) 32.40 31.51

T O T A L 946.02 838.68

27. FINANCE COSTInterest expenses :-Interest on Term Loan 61.42 69.23Interest to Banks 139.40 132.59Interest to Others 36.20 18.84Interest on shortfall of Advance Income tax 1.50 2.10Total 238.52 222.76Other borrowing cost 55.68 40.53

T O T A L 294.20 263.29



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28. DEPRECIATION AND AMORTISATION EXPENSESDepreciation on Tangible Assets 326.37 326.00Amortization on Intangible Assets 37.44 49.59

T O T A L 363.81 375.59

29.OTHER EXPENSES(a) Manufacturing ExpensesRepairing to Plant & Machinery (including Die Repairing) 78.74 58.63Water & Electricity Charges 173.94 157.77Job Labour Expenses 658.46 766.26Repairing to Factory Building 15.36 8.46Quality & Sample Testing 2.63 1.99Drawing & Designing (Research & Development Expenses) 4.11 1.12Fuel & Coal 37.80 31.33

Total (a) 971.04 1,025.56(b) Administrative ExpensesTraveling & Conveyance 36.02 37.25Postage, Telephone & Telex 17.81 19.05Vehicle Maintenance 8.92 9.20Printing & Stationery 11.25 9.84Repairs & Maintenance 16.74 13.28Insurance Premium 2.75 2.71Legal Expenses 11.72 9.22Books & Periodicals 3.26 2.88Rent, Rates & Taxes 14.50 10.77Payment to Auditors :- 1. For Audit fees 1.65 1.50 2. For tax audit fees 0.35 0.30 3. For taxation matters 0.29 0.12 4. Other services 1.24 1.01Internal Audit Fee 3.60 3.28Consultation Fee 25.05 25.53Miscellaneous Expenses 14.93 39.27Charity & Donation 5.32 4.38Sales Tax Demand 1.02 1.08TS:16949 Audit Expenses 0.72 1.38Loss on Sales of Fixed Assets - 0.93Foreign currency fluctuation 1.74 6.16Deferred revenue expenditure written off 60.40 29.55

Total (b) 239.28 228.69




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(c.) Selling ExpensesExport Development Expenses 4.77 5.35Sales Promotion 72.75 33.06Freight & Insurance Outwards 247.90 245.13Commission & Discount 326.81 501.89Entertainment Expenses 5.41 6.65Breakage & Damages 13.30 2.37Total (c) 670.94 794.45

T O T A L (a+b+c) 1,881.26 2,048.70

30. EXCEPTIONAL ITEMSProfit on sale of Land - (433.42)Provision for doubtful Loans and advances written back - (336.17)Bad-debts written off - 882.76

T O T A L - 113.17

31. CURRENT TAXProvision for Income tax (Current year) 16.50 14.00Add : Short provision for earlier year (4.19) 4.91

T O T A L 12.31 18.91

32. CIF VALUE OF IMPORTSCapital Goods & Spares 38.20 21.54Raw Material 671.21 945.32

33. EXPENDITURE IN FOREIGN CURRENCYTraveling 29.34 15.80Commission 78.02 80.76Others 5.85 1.16

T O T A L 113.21 97.72

34. EARNINGS IN FOREIGN CURRENCYRevenue from Exports on FOB Basis 3,727.01 3,718.50

35. EARNING PER SHAREBasic and DilutedProfit after Tax 71.77 51.43Weighted Average number of Equity Share outstanding 9,456,241 9,456,241Basic and Diluted EPS 0.76 0.54Face Value per Share (Rs.) 10.00 10.00



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

(i) No. of Non-resident shareholders 36(38)

(ii) No. of Shares held by them 34861(32327)

(iii) Amount of Net Dividend NIL(NIL)

37. There are no Micro, Small & Medium Enterprises, to whom the Company owes dues, which areoutstanding for more than 45 days at the Balance sheet date. The above information has been determinedto the extent such parties have been identified on the basis of information available with the Company.

38. The Company has a separate division for manufacturing Machines, Dies & Moulds. In the absence ofnecessary records the costing of such machines, dies & moulds for Rs. 254.17 Lacs has been evaluatedby Chartered Engineer & certified by the Management on which we have relied upon. These machines,dies & moulds have been shown as Inter unit Sales in respective divisions and transferred to FixedAssets as Captive Consumption.

39. Pursuant to the AS-29-Provisions, Contingent Assets and Contingent Liabilities, the disclosuresrelating to the provisions made in the accounts for the year ended 31st March 2013 are as follows :

(Rs.in Lacs)

Provisions Current Year Previous Year

GratuityOpening Balance 153.44 132.74Additions during the year 32.40 31.51Utilizations & Reversals during the year 9.80 10.81Closing balance 176.04 153.44Leave EncashmentOpening Balance 33.54 32.89Additions during the year 9.13 2.96Utilizations & Reversals during the year 2.53 2.30Closing balance 40.14 33.54Income Tax (MAT)Opening Balance 16.10 24.50Additions during the year 17.50 16.10Utilizations & Reversals during the year 16.10 24.50

Closing balance 17.50 16.10


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Provisions Current Year Previous Year

Doubtful Debts

Opening Balance 232.97 232.97

Additions during the year Nil Nil

Utilizations & Reversals during the year 187.45 Nil


Doubtful Loans & Advances



Utilizations & Reversals during the year Nil 336.16


Diminution in value of Investments



Utilizations & Reversals during the year 41.01 38.45


40. The Company did not have convertible/partly convertible debentures as on 31st March 2013.

41. Defined Benefit Plans (Unfunded) - As per actuarial valuation as on 31st March 2013

(Rs.in Lacs)

I. Amounts to be recognized in Balance Sheet Gratuity Leave Encashment

Present value of funded obligations - -

Fair Value of plan assets - -

Present value of unfunded obligations 176.04 40.14

(153.44) (33.54)

Unrecognized past service cost - -

Net liability 176.04 40.14

(153.44) (33.54)

Amounts in the Balance Sheet:

Liabilities 176.04 40.14

(153.44) (33.54)

Assets - -

Net Liability 176.04 40.14

(153.44) (33.54)

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II. Expenses recognized in Income Statement Gratuity Leave Encashment

Current Service cost 16.11 8.28

(14.48) (4.93)

Interest on obligation 12.66 2.77

(11.28) (2.80)

Expected return on plan assets - -

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

(5.74) (-4.77)

Past service cost - -

Losses (gains) on curtailments and settlement - -

Expenses recognized in P & L 32.40 9.12

(31.51) (2.96)

III. Table Showing Change in Benefit Obligation Gratuity Leave Encashment

Opening Defined Benefit Obligation on 1.4.2012 153.44 33.54

(132.74) (32.89)

Service Cost for the year 16.11 8.28

(14.48) (4.93)

Interest cost for the year 12.66 2.77

(11.28) (2.80)

Actuarial losses (gains) 3.63 -1.92

(5.74) (-4.77)

Benefits paid -9.80 -2.53

(-10.81) (-2.30)

Closing defined benefit obligation on 31.3.2012 176.04 40.14

(153.44) (33.54)

IV. Tables of Fair Value of Plan Assets Gratuity Leave Encashment

Opening fair value of plan assets - -

Expected return - -

Actuarial gains and (Losses) - -

Assets distributed on settlements - -

Contributions by employer - -

Assets acquired in an amalgamation in the nature of purchase - -

Exchange differences on foreign plans - -

Benefits paid - -

Closing balance of fund - -


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V. Tables showing Category of Plan Assets Gratuity Leave Encashment

Government of India Securities - -

High quality corporate bonds - -

Equity shares of listed companies - -

Property - -

Funds Management by Insurer - -

Bank balance - -

VI. Principal Actuarial Valuation Gratuity Leave Encashment

Discount Rate as on 31.3.2013 8.25% 8.25%

Expected return on plan assets at 31.3.2013

Annual increase in Salary costs 7.00% 7.00%

42. Accounting Standard 17 – “Segment Reporting”The Company is engaged in Production of Automotive Head Lamps and Halogen Bulbs. For Managementpurposes, company is organized into major operating activity of the Automotive Head Lamps andBulbs besides manufacturing of Dies and Machines. Revenue from Dies and Machines of the year isless than 10% of the total revenue. The Company has no activity outside India except export of AutomotiveHead Lamps and Bulbs manufactured in India. Thereby no geographical segment and no segment wiseinformation is reported

43. Related Party Information

1. Relationship.

a. Subsidiary of the companyAutopal Inc, USA.

b. Enterprises in which the company is having substantial interest/significant influence directlyor indirectly.

Alwar Auto Pvt.Ltd

c. Key Management Personnel Shri M. P. Gupta (Chairman & Managing Director) Shri Amit Mahipal Gupta (Whole Time Director) Shri Adarsh Mahipal Gupta (Whole Time Director)

d. Relatives of Key Management Personnel with whom transactions have taken place.Smt. Anubha GuptaSmt. Usha GuptaSmt. Sneha Goel

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e. Enterprises over which persons described in (c) or (d) above alongwith their relatives areable to exercise significant influence, where transaction has taken place.

Palsoft Infosystems Ltd. Mamraj Sons (Auto) Ltd.

Autolite Manufacturing Ltd.Autopal Glass Pvt. Ltd.Seth Chittarmal Tarachand Mahawar Vaish Memorial Charitable TrustTanishka Autocomponents Pvt.Ltd.Parvati Seva SansthanSuyash Finance Pvt. Ltd.

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

2. Transaction with related parties: (Rs.in Lacs)

Related Parties referred in above1(a) 1(b) 1(c) 1(d) 1 (e)

PURCHASE:Goods & Material — — — — 1905.93Fixed Assets — — — — 29.92

SALES:Goods, Material & Services 65.19 — — — 1677.74

EXPENSES:Directors’ Remuneration — — 62.03 — —Job work charges — — — — 0.74Donation — — — — 1.93Salary — – — 34.85 —

INCOME:Rent — — — — 0.60Expenses recharged toOther parties — — — — 74.19Royalty — — — — 6.69Provision for doubtful Loans/ — 187.45 — — —Advances written-back

FINANCE & INVESTMENT:Loan/Advance given — — 136.10 7.25 —Advances recovered/ Received — 103.21 139.25 8.11 —

OUTSTANDING:Payable 1.07 — 2.55 1.38 22.24Receivable — 315.45 — — 292.03Personal Guarantees — — 558.97 —

Particulars


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44. DISCLOSURE REGARDING LEASE

1. Finance LeaseThere is no Finance Lease taken by the Company during the year.

2. Operating Leasea) The total of future minimum lease payment under non cancellable operating lease for each of

the following periods:-(i) Not later than one year : Nil(ii) Later than one year and not later than five years : Nil(iii) Later than five years : Nil

b) Lease payments recognized in the statement of profit and loss for the year ended on 31.03.2013Rs. 5.02 Lacs (Rs. 4.77 Lacs).

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

45. ACCOUNTING FOR TAXES ON INCOMEIn spite of Profit for the year of Rs. 84.08 Lacs, Deferred Tax Assets are not recognized on account ofunabsorbed depreciation and carry forward of losses and other timing differences under tax laws. In theview of the Management as there is no convincing evidence to support that the sufficient future taxableincome will be available against which deferred tax assets can be realized. In the absence of informationwe are unable to quantify the impact of Deferred Tax/Liability on Profit and Loss Account and BalanceSheet. However provision for Current Tax has been made for Rs.17.50 Lacs as per provisions ofIncome Tax Act 1961.

46. The Company has credited Rs.317.52 Lacs in earlier years and Rs.59.83 Lacs in 2012-13 for exportincentives and other incentives in Profit and Loss Account on estimated basis which are related toearlier year as well as for current year. The concerned department has not accepted the claim. TheCompany is in the process to provide desired information. Further no payment has been received upto31.03.2013 against export incentive so credited.

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

The aforesaid Company is registered with Board for Industrial & Financial Reconstruction (BIFR), butdoing Job work for Autolite (India) Limited for last 11 years. However no amount has been recoveredduring 2012-13 according to the agreement. In the opinion of the Management, recovery of outstandingbalance of Rs. 560.04 Lacs is doubtful. As there is uncertainty of the amount recoverable from party inthe absence of order of BIFR the management has not provided any amount in the books.

48. The Company has received permission from Company Law Board vide order dated 27.04.2011 inrespect of amount payable for Public Fixed Deposits and interest accrued on such Public Fixed Depositto be paid as per revised schedule extended till Financial year 2012-13. The Company has made complete

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Sd/- Sd/- Sd/- As per our Separate Report of even date attached(M.P. Gupta) (Adarsh Mahipal Gupta) (M. S. Shekhawat) For H.C. Garg & Co.

Chairman & Managing Director Director General Manager (F) Chartered AccountantsFRN-000152C

Sd/- Sd/- Sd/-Place : Jaipur (Pawan Agarwal) (Vishal Agarwal) (MADHUKAR GARG)Date : 30.05.2013 Chief Manager Accounts Company Secretary Proprietor

M. No. 070162

For and on behalf of the board

payment to FDR holders in compliance of the said order except Rs. 92.67 Lacs against which severalCheques/DD returned undelivered and several Cheques not deposited by FDR Holders. The Companyhas kept said amount in a seperate bank account to meet the liability. Further the company has filed anapplication before the Company Law Board seeking direction in this regard.

49. (i) The Company has lodged claims for development cost for Rs.252.00 Lacs and for dues againstsupplies for Rs.3.16 Lacs on Pal Peugeot Limited, Mumbai, before Receiver, High Court of Mumbaion 03.06.2004 under Suit No. 3636 CR 1999 and further the claim was also filed before OfficialLiquidator, Mumbai on 23.09.2006.

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

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

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

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

50. In the opinion of the management and to the best of their knowledge and belief the value of realizationof advances and other Current Assets in the ordinary course of business will not be less than the amountat which they are stated in the Balance Sheet.

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

52. Figures in brackets denote for previous year.

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


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AUDITORS' CERTIFICATEWe have examined the above Cash Flow Statement of Autolite (India) Limited for the year ended 31st March, 2013. Thestatement has been prepared by the Company in accordance with the requirements of Listing Agreement Clause 32 and isbased on and is in agreement with the corresponding Profit and Loss account and Balance-sheet of the Company coveredby our report dated 30.05.2013 to the members of the Company.


Sd/- Sd/- Sd/-(M.P.Gupta) (Adarsh Mahipal Gupta) (Pawan Agarwal)

Chairman & Managing Director Director Chief Manager Accounts

Sd/- Sd/-(M.S.Shekhawat) (Vishal Agarwal)

General Manager (F) Company Secretary

A. CASH FLOW FROM OPERATING ACTIVITIESProfit/Loss before tax 84.08 70.34Depreciation 363.81 375.59Interest 224.88 215.21Provision for Diminution in value of Investment Written Back (41.01) (38.45)Provision for Bad & Doubtful Debts Written Back (187.45) 0.00Deferred Revenue expenditure written-off 60.40 29.55Transfer from capital reserve (0.03) (0.03)Profit / Loss from sale of Fixed Assets (2.39) (432.49)Dividend (3.18) (0.01)Provision for gratuity & Leave encashment 41.53 34.47Gratuity & Leave encashment paid (12.33) (13.11)Cash flow before working capital changes 528.31 241.07Trade & other receivables 79.67 85.28Inventories 276.55 (523.22)Trade & Other payables (221.22) 424.02Cash generation from operations 663.31 227.15Direct taxes paid (15.68) (16.86)Net Cash Flow from Operating Activities 647.63 210.29

B. CASH FLOW FROM INVESTMENT ACTIVITIESPurchase/acquisition of fixed assets (477.92) (284.63)Sale of fixed assets 16.07 473.35Interest received 13.69 7.52Dividend received 3.18 0.01Net Cash Used In Investment Activities (444.98) 196.25

C. CASH FLOW FROM FINANCING ACTIVITIESIncrease/Decrease in borrowings 232.26 (214.38)Interest paid (329.79) (229.80)Net cash from financing activities (97.53) (444.18)Net increase /(Decrease) in cash and cash equivalents 105.12 (37.64)Opening balance of cash and cash equivalents 33.64 71.28Closing balance of cash and cash equivalents 138.76 33.64(Figures in brackets represent outflow)

For H.C. Garg & Co.Chartered Accountants

FRN-000152CSd/-

(MADHUKAR GARG)Proprietor

M.NO. 070162

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013(Rs. in Lacs) (Rs. in Lacs)

Year ended Year ended31st March' 13 31st March' 12

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2013 2012$ $

REVENUESales, net 189,579 132,906

COST OF GOODS SOLDBeginning inventory 39,519 33,891

Add : Purchases & Freight 146,089 95,873Less : Ending Inventory (48,221) (39,519)

Total Cost of Goods sold 137,387 90,245Gross Profit 52,192 42,661

GENERAL AND ADMINISTRATIVE EXPENSESRent and Storage 5,064 4,282Telephone 4,664 4,964Accounting & Audit 2,785 1,925Insurance 682 1,364Taxes-other than income tax 1,323 1,314Office Expenses 1,301 3,788

TOTAL GENERAL AND ADMN. EXP. 15,819 17,637SALES EXPENSES

Commissions 22,714 14,759Trade show, trade publication 4,649 4,400

and duesCustom brokerage, bill of lading, 2,530 1,822

demurrage and bank chargesTravel and entertainment 267 1,005

TOTAL SALES EXPENSES 30,160 21,986TOTAL EXPENSES 45,979 39,623Income/ (Loss) from operations 6,213 3,038OTHER INCOME (EXPENSES)

Interest Income, etc. 18 (35)NET OTHER INCOME 18 (35)

Income / (Loss) before federal 6,231 3,003 income taxesFederal Income Taxes (935) (461)

NET INCOME (LOSS) 5,296 2,542

AUTOPAL, INC.(A Delaware Corporation) Statement of OperationsBalance Sheet as at March 31, 2013 & March 31, 2012 For the year ended March 31, 2013 & March 31, 2012

Dallas, Texas Sd/-May 13, 2013 Bill R. Thomas, CPA

INDEPENDENT AUDITORS’ REPORT

2013 2012$ $

ASSETSCURRENT ASSETS

Cash at BankChecking 47,549 36,870Investment Account 29,048 30,240Account receivable, trade 13,996 19,764Advance Autolite 0 6,174Inventory 48,221 39,519

TOTAL CURRENT ASSETS 138,814 132,567OTHER ASSETS

Equipment 4,905 4,905Accumulated Depreciation (4,905) (4,905)Organization Costs 849 849Accumulated Amortization (849) (849)

TOTAL OTHER ASSETS 0 0TOTAL ASSETS 138,814 132,567

LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIESAccounts PayableTrade Creditors 19,636 8,569Federal Income tax 935 461Parent Company 7,631 12,469

TOTAL CURRENT LIABILITIES 28,202 21,499

STOCKHOLDER'S EQUITYCommon Stock ; no par value, 60,000 60,000Authorized 1,500 Shares;Issued and Outstanding 6 sharesRetained Earnings 50,612 51,068

TOTAL STOCKHOLDER'S EQUITY 110,612 111,068TOTAL LIABILITIES AND 138,814 132,567STOCKHOLDERS' EQUITY

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

I have audited the accompanying balance sheet of Autopal, Inc. (A Delaware Corporation) as of March 31, 2013 and March 31, 2012and the related statements of operations, changes in stockholder’s equity and cash flows for the year then ended, in accordance withstandards established by the American Institute of Certified Public Accountants. These financial statements are the responsibility of theCompany’s management. Our responsibility is to express an opinion of these financial statements based on my audit.

I conducted my audit in accordance with auditing standards generally accepted in the United States of America. Those standards requirethat I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used and significant estimates made by the management, as well as, evaluating the overallstatement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Autopal Inc. asof March 31, 2013 and March 31, 2012, and the results of its operations and its cash flows for the year then ended, in conformity withaccounting principals generally accepted in the United States of America.


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NOTICENotice is hereby given that the 36th Annual GeneralMeeting of the members of AUTOLITE (INDIA)LIMITED will be held at the Registered Office ofthe Company at D-469, Road No. 9A, V.K.I. Area,Jaipur – 302013 (Rajasthan) on Saturday,September 14, 2013 at 11.00 AM to transact thefollowing business:

ORDINARY BUSINESS

1. To receive, consider, approve and adopt theaudited Balance Sheet as at March 31, 2013and Profit and Loss Account for the financialyear ended on that date and the reports of theDirectors and Auditors thereon;

2. To appoint a Director in place of Shri SurajPrakash Batra who retires by rotation andbeing eligible, offers himself forre-appointment;

3. To appoint a Director in place of Shri KuldeepKumar Gupta who retires by rotation andbeing eligible, offers himself forre-appointment;

4. To appoint M/s H.C. Garg & Co., CharteredAccountants bearing FRN-000152C as theStatutory Auditors to hold office from theconclusion of this Annual General Meetingtill the conclusion of the next Annual GeneralMeeting and to authorise the board of directorsto fix their remuneration.

SPECIAL BUSINESS

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

“RESOLVED THAT pursuant to applicableprovisions of the Companies Act, 1956,(including any statutory modification(s) or re-enactment thereof for the time being in force),Securities Contracts (Regulation) Act, 1956and the Rules framed thereunder, ListingAgreement with Stock Exchanges, Securities

and Exchange Board of India (Delisting ofEquity Shares) Guidelines, 2009, as amendedfrom time to time, (hereinafter referred to asthe “Delisting Guidelines”) and all otherapplicable laws, rules, regulations andguidelines and subject to such conditions andmodifications, as may be prescribed orimposed by any authority while granting suchapprovals, consent, permission or sanction,which may be agreed to by the Board ofDirectors of the Company (hereinafter referredto as “the Board”, which term shall be deemedto include Managing Director or anyCommittee thereof, for the time beingexercising the powers conferred on the Boardby this Resolution ), the consent of theCompany, be and is hereby accorded to theBoard for voluntary de-listing of the equityshares of the Company from all or any of theStock Exchanges: Jaipur Stock ExchangeLimited, Jaipur, and Madras Stock ExchangeLtd., Chennai as the Board may decide.”

6. To consider and, if thought fit, to pass withor without modification(s), if any, thefollowing resolution as a SpecialResolution:

“RESOLVED THAT pursuant to theprovisions of Section 314(1)(b) and otherapplicable provisions, if any, of theCompanies Act, 1956, consent of theCompany be and is hereby accorded toincrease in total Monthly remuneration ofSmt. Sneha Goel, who was designated asOfficer - Imports upto a limit of Rs. 100,000/-(Rupees One Lac only) subject to periodicalreview by the Board of Directors.”

7. Issuance of warrants convertible intoequity shares on preferential basis :

To consider and, if thought fit, to pass withor without modification(s), if any, thefollowing resolution as a Special

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or modifications to the terms containedtherein), if any, required by the appropriateauthorities, including those of StockExchange(s), or such other bodies orauthorities as may be required by the law andas may be necessary and subject to suchconditions and modifications as may beimposed upon and accepted by the board whilegranting such consents and approvals, andwhich may be agreed to by or any otherauthority as may be necessary for that purposethe consent of the members of the Companybe and is hereby accorded to the Board to offer,issue and allot upto 11,25,000 (Eleven LacsTwenty Five Thousand) Warrants Convertibleinto Equity shares of the Company, of Rs. 10/-each to the promoters on preferential basisconvertible into 1 (one) Equity shares ofRs. 10/- (Rupees Ten Only) each fully paid-up at price of Rs. 14/- (Rupees Fourteen Only)including premium of Rs. 4/- (Rupees FourOnly) determined in accordance with the SEBIGuidelines provided that promoter’sshareholding does not increase by more than5% of the equity capital in any financial yearand relevant regulations laid down by SEBIwill be followed while conversion of sharewarrants into equity shares in case promoter’sshareholding exceeds 55% of the expandedcapital.

Resolution:

“RESOLVED THAT in terms of section 81,81(1A) and all other applicable provisions,if, any, of the Companies Act 1956 (the Act)(including any statutory modification(s) or re-enactment there, for the time being in force),Memorandum and Articles of Association ofthe Company, Listing Agreements entered intoby the company with the Stock Exchangeswhere the Company’s shares are listed, andin accordance with the provisions of theSecurities and Exchange Board of India (Issueof Capital and Disclosure Requirements)Regulations, 2009, SEBI (SubstantialAcquisition of Shares and Takeover)Regulations, 2011, for the time being in force,as may be applicable on preferential issue ofWarrants Convertible into Equity Shares andother applicable regulations/guidelines ofSEBI, if any and subject to such conditionsand modifications as may be consideredappropriate by the Board of Directors of theCompany (hereinafter referred to as ‘theBoard” which expression shall include anycommittees thereof for the time being to whichall or any of the powers hereby conferred onthe board by these resolution, have beendelegated) and subject to such consents andapprovals (including any conditions thereof,

Promoter Group :

Name of theProposed Allottees

1. Mahi Pal Gupta HUF 200,000 700,000

2. Smt. Usha Gupta 225,000 787,500

3. Shri Amit Mahipal Gupta 150,000 525,000

4. Amit Mahipal Gupta HUF 100,000 350,000

5. Smt. Bhawana Gupta 100,000 350,000

6. Shri Adarsh Mahipal Gupta 150,000 525,000

7. Adarsh Mahipal Gupta HUF 100,000 350,000

8. Smt. Anubha Gupta 100,000 350,000

Total 11,25,000 39,37,500

Sl.No.

No. of Warrantsproposed to be allotted

25% Amt. payable includingpremium at the time ofallotment of warrants (In Rs.)


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RESOLVED FURTHER THAT the pricing of theEquity shares to be allotted on conversion of theabove said warrants, calculated in accordance withthe SEBI Guidelines on the ‘Relevant Date’ inrelation to the conversion of every warrants into oneEquity Shares, and the relevant date is as under :

(i) The ‘Relevant Date’ for the purpose ofpricing of issue of the Shares in accordancewith the Securities and Exchange Board ofIndia (Issue of Capital and DisclosureRequirements) Regulations, 2009 is August14, 2013, being the date 30 days prior to thedate of passing of the Resolution

(ii) 11,25,000 (Eleven Lacs Twenty FiveThousand) Warrants of Rs. 14/- each shallbe convertible into 11,25,000 (Eleven LacsTwenty Five Thousand) Equity Shares of theface value of Rs.10 each on payment ofaggregate price including premium of Rs. 4/-(Rupees Four Only).

(iii) Exercise of offer for conversion of thewarrants shall be at the sole option of thewarrant holders at any time within a periodof 18 months from the date of allotment ofwarrants in accordance with the Securitiesand Exchange Board of India (Issue ofCapital and Disclosure Requirements)Regulations, 2009.

(iv) The warrant holder(s) shall pay an amountequivalent to 25% i.e. Rs. 3.50 (RupeesThree and Paise Fifty Only) per warrant ofthe value of the warrant on or before the dateof allotment of warrants.

(v) The amount referred to in point (iv) aboveshall be adjusted against the price payablesubsequently for acquiring the shares byexercising an option by the warrantholder(s).

(vi) The warrant holder(s) shall pay on or beforethe date of conversion of such warrants into

equity shares, the balance 75% i.e. Rs. 10.50(Rupees Ten and paise fifty only) for eachwarrant.

(vii) The amount referred in above (iv) shall beforfeited, if the option to convert the sharesis not exercised by the warrant holder(s)within the stipulated time.

(viii) The warrants issued to the Promoter Groupshall be locked in for a period of three yearsfrom the date of their allotment. Provided thatthe lock-in on shares acquired by conversionof warrants shall be reduced to the extent thewarrants have already been locked-in.

(ix) The allotment of convertible warrants shallbe completed within a period of 15 days fromthe date of passing of this resolution by theshareholders provided, that where theallotment is pending on account of pendencyof any approval from any regulatoryauthority/body or the Central Government,the allotment shall be completed by theCompany within a period of 15 days fromthe date of such approvals.

(x) The details of all monies utilized out of thepreferential issue proceeds shall be disclosedunder an appropriate head in the balancesheet and/or Directors’ Report of theCompany, indicating the purposes for whichsuch monies have been utilized and that thedetails of the unutilized monies shall also bedisclosed under a separate head in thebalance sheet of the Company indicating theform in which such unutilized monies havebeen invested.

RESOLVED FURTHER THAT all the EquityShares resulting from the exercise of the warrants,proposed to be issued and allotted as above, shallrank pari passu in all respects with the existingEquity Shares of the Company including as todividends.

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By order of the BoardSd/-

(Vishal Agarwal)Company Secretary


RESOLVED FURTHER THAT for the purposeof giving effect to the above resolution, the boardbe and is hereby authorized to agree and accept allsuch condition(s), modification(s) and alteration(s)as may be stipulated by any relevant authorities suchas The Government of India, SEBI, StockExchanges or any other authority, while accordingapproval or consent to the issue as may beconsidered necessary, proper or expedient and giveeffect to such modification(s) and to resolve andsettle all questions, difficulties or doubts that mayarise in regard to such issue and allotment and todo all acts, deeds and things in connection therewithand incidental thereto without being required toseek any further consent or approval of the membersof the Company to the intent that the members shallbe deemed to have given their approval theretoexpressly by the authority by this resolution.

RESOLVED FURTHER THAT the Company doapply for listing of the new equity shares as may beissued on conversion of warrants with all the stockExchanges where the existing shares of theCompany are listed.

RESOLVED FURTHER THAT the Company domake an application to the National SecuritiesDepository Limited (NSDL) and the CentralDepository Services Limited (CDSL) for admissionof the new equity shares to be issued on conversionof warrants on preferential basis.

RESOLVED FURTHER THAT the Board be andis hereby authorised to delegate all or any of thepowers conferred on it by or under this Resolutionto any Committee of Directors of the company orto any other Director or Directors or CompanySecretary or any other officer(s) or employee(s) ofthe company or any advisor, as it may considerappropriate in order to give effect to thisResolution.”

Notes:

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

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

3. The Explanatory Statement pursuant to Section173 (2) of the Companies Act, 1956 in respectof the special business is annexed hereto.

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

5. The Register of Members and Share TransferBooks of the Company shall remain closedfrom Tuesday, September 10, 2013 toSaturday, September 14, 2013 (both daysinclusive).

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

7. Members are requested to bring their copiesof Annual Report at the Meeting.

8. Members are requested to lodge the instrumentof transfer/ transmission of shares at the


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registered office of the company or at the officeof Registrars & Transfer Agents viz. M/s MCSLimited Sri Venkatesh Bhavan, F-65, OkhlaIndustrial Area Phase -I, New Delhi-110 020and to inform the Company/Registrars &Transfer Agents, any change in their addressesimmediately so as to enable the Company todispatch any future communication at theircorrect addresses.

EXPLANATORY STATEMENT PURSUANTTO SECTION 173 (2) OF THE COMPANIESACT, 1956

ITEM NO. 5

Regulation 6 of the Securities and Exchange Boardof India (Delisting of Securities) Guidelines, 2009permits voluntary de-listing of securities from oneor more Stock Exchanges without giving any exitopportunity, if the company’s shares continue tobe listed at the Stock Exchanges havingnationwide terminals i.e. NSE and BSE.

The approval of the members is sought to beobtained for de-listing of shares of the Companyfrom Jaipur Stock Exchange Limited, Jaipur andMadras Stock Exchange Ltd., Chennai, in view ofnegligible trading activity in the shares of thecompany at the said stock exchanges. However,the Company’s equity shares shall continue to belisted on the National Stock Exchange (NSE) andBombay Stock Exchange (BSE), Mumbai since thetrading of equity shares of the company take placeat NSE & BSE and also to maintain the liquidity.The proposed de-listing would provide less paperwork, administrative convenience, and savings incost, as the listing fees paid to the exchanges isdisproportionately higher than the trading volumesetc. As a part of its cost reduction measures, theCompany has proposed this resolution.

The Company is issuing Special Notice of theproposed enabling resolution in one NationalNewspaper on all India basis mentioning that theproposed de-listing of the Company’s Securitiesfrom the Stock Exchanges, as and when the sametakes place, will not adversely affect the investorsand that the Company’s Securities will continue tobe listed on NSE & BSE. The delisting will takeeffect after all approvals, permissions and sanctionsreceived. The exact date on which delisting willtake effect will be suitably notified at that time.

The Board recommends the resolution for approvalof members.

None of the Directors of the Company is in any way,concerned or interested in the resolution except tothe extent of their shareholding in the company, ifany.

ITEM NO. 6

Smt. Sneha Goel was appointed as Officer - Importsand was associated with the Company sinceDecember 1, 2009.

She had visited extensively to various countries inChina, USA, Europe, Australia and she madecomprehensive research for the new source ofmaterial, technology, and market for the productsof the Company. She had developed variousalternate source of raw material and is associatedwith the marketing of products of the Company.

The Company had already passed a resolutionapproving remuneration upto Rs. 49,000/- under theprovisions of Section 314(1)(b) of The CompaniesAct, 1956 at the 33rd Annual General Meeting heldon September 28, 2010.

Now, keeping in view her experience and hercontribution in the overall growth of the Company,

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price of Rs. 14/- per Warrant is higher than theSEBI guidelines.

3. Auditors’ Certificate:

A copy of certificate from the statutory Auditorsof the Company certifying that the above issueof the Warrants convertible into Equity sharesis being made in accordance with therequirements of the SEBI Guidelines forpreferential issue of securities as contained inSecurities and Exchange Board of India (Issueof Capital and Disclosure Requirements)Regulations, 2009 shall be placed before theshareholders of the Company at the forthcomingAnnual General Meeting.

4. Intention of the promoters or their associatesand relatives to subscribe to the offer:

The proposed allottees for preferential issuanceof 11,25,000 Warrants convertible into EquityShares of Rs. 10 at a premium of Rs. 4/- pershare are the promoters of the Company asreferred in the resolution and they haveconsented to subscribe to 11,25,000 warrantsof Rs. 14/- each convertible into 11,25,000equity shares of Rs. 10/- each at a premium ofRs. 4/- per share.

5. Proposed time within which the allotmentshall be completed:

The allotment of Warrants convertible intoEquity Shares shall be completed within aperiod of 15 days from the date of passing ofthis resolution by the shareholders provided thatwhere the allotment is pending on account ofpendency of any approval from any regulatoryauthority / body, the allotment shall becompleted by the company within a period of15 days from the date of such approvals.

it is proposed to pay her remuneration upto the limitof Rs. 100,000/- per month under Section 314(1)(b)of the Companies Act, 1956 as she is relative ofPromoter Directors of the Company subject toperiodical review by the Board of Directors.

Shri Mahipal Gupta, Chairman & ManagingDirector, Shri Amit Mahipal Gupta and Shri AdarshMahipal Gupta, Directors are deemed to beconcerned or interested in the above resolution.

ITEM NO. 7

The Board of Directors of the company give belowdisclosures that are required to be given in theexplanatory statement to the special resolution tobe passed under Section 81, 81(1A) of theCompanies Act, 1956 and in terms of the Securitiesand Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations, 2009.

1. Object and manner of activities of proceedof the Issue to be utilized: The purpose ofthe issue of warrants convertible into equityshares is to fund the working capitalrequirement of the business in future.

2. Relevant date and pricing of the issue: Theissue price of the Warrants convertible intoEquity Shares shall be Rs. 14/- each. The Priceof the Warrants convertible into Equity sharesof Rs. 10/- each together with premium ofRs. 4/- (Rupees Four Only) has been fixed forRs. 14/- (Rupees Fourteen Only) per Warrantbased on the Relevant Date August 14, 2013calculated in the manner specified for pricingof shares to be allotted as per the Securitiesand Exchange Board of India (Issue of Capitaland Disclosure Requirements) Regulations,2009. Based on the quotations available at theBombay Stock Exchange Limited, the issue


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6. Shareholding pattern before and after the offer: The shareholding pattern of the Company beforeand after the preferential allotment (considering full conversion of warrants into equity shares)would be as follows :

Relevant regulations laid down by SEBI will be followed while conversion of share warrants into equity sharesin case promoter’s shareholding exceeds 55% of the expanded capital.

Allotment to any person or persons(s) acting in concert will be less than 25% of the enhanced equity capital ofthe Company.

Sl.No.

PRE-ALLOTMENT POST-ALLOTMENT

No. of Shares % of Capital No. of Shares % of Capital

A. Promoters’ Holding

Indian Promoters 28,18,501 29.81% 39,43,501 37.27%

Body Corporate 14,56,815 15.41% 14,56,815 13.77%

Foreign Promoters 0 0.00% 0 0.00%

Sub-Total 42,75,316 45.22% 54,00,316 51.04%

B. Non-Promoters' Honding

1. Institutional Investors

Mutual Funds / UTI 15,414 0.16% 15,414 0.15%

Financial Institution/Banks 18,100 0.19% 18,100 0.17%

Central Government / State100 0.00% 100 0.00%

Government(s)

FIIs 9,220 0.10% 9,220 0.09%

2. Others

Bodies Corporate 11,21,187 11.86% 11,21,187 10.60%

General Public 37,81,915 39.99% 37,81,915 35.74%

Any Other - Clearing Members 160 0.00% 160 0.00%

Any Other - NRI 25,341 0.27% 25,341 0.24%

Any Other - Trust &2,09,488 2.22% 2,09,488 1.98%

Foundation

Total 51,80,925 54.78% 51,80,925 48.96%

Grand Total 94,56,241 100.00% 1,05,81,241 100.00%

Category

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7. Identity of proposed allottees and percentageof post issued capital that may be held :

It is proposed to allot 11,25,000 Warrantsconvertible into equity shares to the promotersof the Company. The percentage that may be

held by allottees in the post-issued capital onissue of Warrants on conversion into equityshares as set out in 6 above. The identity ofthe allottees and their relations with thepromoters are as under :

1. Mahi Pal Gupta HUF Promoter’s HUF 200,000 4.31%

2. Smt. Usha Gupta Promoter 225,000 6.44%

3. Shri Amit Mahipal Gupta Promoter 150,000 4.40%

4. Amit Mahipal Gupta HUF Promoter’s HUF 100,000 0.95%

5. Smt. Bhawana Gupta Promoter 100,000 1.30%

6. Shri Adarsh Mahipal Gupta Promoter 150,000 4.27%

7. Adarsh Mahipal Gupta HUF Promoter’s HUF 100,000 1.14%

8. Smt. Anubha Gupta Promoter 100,000 1.51%

Total 1,125,000

Relation, if any withthe promoter orperson in controlof the Company

No. of Warrantsproposed to be

allotted

% of Post issueholding (after

conversion intoequity shares)

8. Change in the control or composition of theBoard.There will be no change in the control orcomposition of the Board after the preferentialallotment.

9. Approvals: The Company is taking necessarysteps to obtain the required approvals from theStock Exchange, SEBI or any other regulatoryagency as may be applicable, for the proposedpreferential issue of Warrants convertible intoequity shares.

10. Currency of Warrants: The currency ofwarrants to subscribe to equity shares shall notexceed eighteen months from the date ofallotment of warrants and they shallautomatically get extinguished either onconversion of warrants or failure to pay balanceconsideration for the conversion of warrantsinto equity shares within 18 months.

11. Voting Rights and Dividend: The warrants willneither give any voting rights to its holders(s)nor will entitle them to any dividend during itscurrency.

12. Lock-in Period: As per SEBI guidelines on

preferential issue, the shares and/or warrants soallotted shall be under lock in of three years fromthe date of allotment. In case of equity sharesacquired by exercise of option attached towarrants, lock-in shall be reduced to the extentthe warrants have already been locked in.The board of directors recommends the passingof this resolution as a special resolution as setout in item No. 7 of the Notice.Shri M.P. Gupta Chairman & ManagingDirector, Shri Amit Mahipal Gupta and ShriAdarsh Mahipal Gupta, directors may be deemedto be interested in the resolution to the extent theWarrants convertible into equity shares areproposed to be allotted to the promoters. Exceptabove directors, none of the other directors areconcerned or interested in the above saidresolution, however they may by deemed to beconcerned to the extent of change in thepercentage of their voting rights, in the postallotment, equity shareholding in the company.

By order of the BoardSd/-

(Vishal Agarwal)Company Secretary


S.No.

Name of the proposedallottees

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

PROXY FORM

I/We ________________________ of _____________________________________________________

in the district of _________________________________________________________________________

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

of ___________________________________ in the district of ___________________________________

or failing him/her _________________________________ of ___________________________________

in the district of _________________________________________________________________ as my/our

proxy to vote for me/us and on my/our behalf at the 36th Annual General Meeting of the company to be held on

Saturday, the 14th September, 2013 at 11:00 A.M. and at any adjournment thereof.

Signed this _________________ day of _________________ 2013

Signature____________________________________________

Address _____________________________________________

Note : This form duly completed and signed must be lodged at the Registered Office of the Company not less

than 48 hours before the Meeting .

AUTOLITE (INDIA)LIMITED

Reg. Folio No.

No. of Shares held

D.P. ID*

Client Id*

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

ATTENDANCE SLIP

I hereby record my presence at the 36th Annual General Meeting of the company held at D-469, Road No. 9A,V.K.I. Area, Jaipur on Saturday, the 14th September, 2013 at 11:00 A.M.Full name of member (IN BLOCK LETTERS) ________________________________________________Full Name of Proxy (IN BLOCK LETTERS) _________________________________________________Member's/Proxy's Signature _______________________________________________________________NOTE :Shareholders/Proxy holders are requested to bring the attendance slips with them duly completed when theycome to the meeting and hand over at gate after putting their signature on them.

* Applicable for Investors holding shares in electronic form

Reg. Folio No.

No. of Shares held

D.P. ID*

Client Id*

Re. 1/-RevenueStamp

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