DIRECTORS' REPORT Dear Members, Your Directors are pleased to present 19th Directors' Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31,2015. Financial Results PERFORMANCE REVIEW (CONSOLIDATED) • Revenue from operations Net Rs. 5067.20 Millions (Previous Year X 6770.54 Millions). • Operating EBIDTA (Earnings before Interest, Financial Charges, Depreciation, Tax & Amortization) decreased from Rs. 247.26 Millions to Rs. (43.06) Millions. • Profit before Tax (PBT) decreased from Rs. (381.45) Millions to Rs. (560.55)Millions. • Profit after Tax (PAT) decreased from Rs. (399.62) Millions to Rs. (570.66) Millions. • Due to incurring a loss during the year under review the Company does not propose to transfer any amounts to reserve. The standalone revenue from operations of the Company for year ended March 31, 2015 was Rs. 3617.83 Millions down by 8.85% as compared to previous year and registered net loss of Rs. 326.01 Millions as compared to loss for previous year of Rs. 552.01 Millions. Decline in turnover is mainly attributed to the sluggishness in the automobile industry more over high dependence on single customer has also affected business performance during the year. The Company is in revival phase and steps have already been taken and few are being planned for to come out from current situation. DIVIDEND In view of losses incurred during the year under review, the Board of Directors do not recommend dividend for the financial year 2014-15. (No dividend was declared in the previous year). STATE OF THE COMPANY'S AFFAIRS AND BUSINESS OVERVIEW Your Company has witnessed the de-growth of domestic auto industry during previous couple of years. It resulted into negative bottom line and financial stress in the Company. Because of sound standing, strong position, and possession of valuable assets it could absorb the set back of previous two years and is able to confront with the same. There are strong signs of recovery of economy with lower fiscal and current account deficit, slowing inflation, lowering interest rate and weak commodity prices coupled with steep decline in oil price over the previous year. The Government continued to support the economy with several measures including the easing of monetary policy and Foreign Direct Investment. All these led to revival and growth in some sector of the economy. The measures taken by the Government will give boost to auto industry and economy in the near future. Your Company is having full of range of Mechanical / Hydraulic Presses right from smallest 40 Ton to highest 2000 Ton Capacity and is the one of few companies in Pune to have 2000 Ton Capacity Press. Your Company is second largest in Pune for the 'State of the Art' Tool Room with capability for making upto 3.5 Meter long Dies/Tools and is spread over 60,000 sq.ft. premises. Your Company is having latest Designing (CAD), Analyzing (CAE) and manufacturing (CAM) Software with more than 40 dedicated engineers to support Request for Quotations (RFQs) from design stage to production. Availability of In-house designing and engineering facility gives your Company advantage over the competitors. Your Company is supplying auto components and/or designing/engineering services to almost all Domestic and International Original Equipment Manufacturers (OEMs) such as Tata, General Motors, Volkswagen, AshokLeyland, Nissan, Renault, Ford, Skoda Auto, Fiat, Mercedes Benz, AMW Asia, Mahindra, Piaggio, Bharat Benz, Cummins etc. Your Company is providing Value Added Engineering Services in terms of both cost reduction and adaptation to Indian conditions with considerable cost savings. Continuous R&D efforts and development of new design and products is an ongoing activity in the Company and make your Company's position strong in the auto industry. Consolidation of Business Currently your Company is operating through 7 manufacturing facilities and in-house Design & Style Centre based in India. Moving towards the Company's strategic plan of consolidation of business the Company has shifted one of its manufacturing facility situated at T-135 Block, MIDC, Bhosari Unit to Chakan Unit-I & II. Every manufacturing facility of the Company was having separate tool room for tool designing and manufacturing. Considering the advantage of consolidation your Company has brought the Tool Room facility under one roof to its Chakan Unit-II and designated it Commercial Tool Room which is now spread in apprx. 50,000 sq. feet of built-up area and operated by dedicated Team of Experts of In-house tool designing, automated manufacturing facilities using advanced robotics. The Company will achieve substantial operational efficiency and cost savings by avoiding inter-plant movement, reduction in manpower and savings in overheads through consolidation and will be able to utilize available resources in Chakan Unit. After going through the consequential results of consolidation of one unit and observing other requirements, your Company will plan for further consolidation as informed in previous Annual Report of the Company to achieve the object of cost reduction and improving performance. Debt Restructuring Your Company had initiated steps for restructuring of its debt during the year under review and we are pleased to inform you that your Company has got excellent debt restructuring package from the bankers of the Company. The Joint Lender Forum (formed by Bank of Baroda, The Catholic Syrian Bank Ltd., Axis Bank Ltd., NKGSB Co-op. Bank Ltd. and Vidya Sahakari Bank Ltd.) has approved restructuring of existing debts of the Company with effect from 01/12/2014 and issued their sanction letters. The Company has already informed about the debt restructuring through corporate announcement on BSE and NSE, as per debt restructuring, inter-alia: i. The Company has got moratorium of 24 Months for payment of interest and repayment of principal installments; ii. The Company has received in-principle approval for additional term loan of Rs.25 Crores; iii. Promoters have to bring their contribution to the sum of Rs. 4.25 Crores in phases out of which Rs. 3.25 Crores have been contributed during the FY 2014-15; iv. Interest on restructured loans, pertaining to this period of 2 years will be paid in next 5 years; v. Interest rate has been reduced to 12% p.a. by all the Bankers of the Company. The debt restructuring package has been implemented and your directors are hopeful that this will be one of the milestones for revival of your Company. At the request of the Company Tata Motors Limited has also granted moratorium of 1 year for repayment of its short term loan. Your Company places on record, special appreciation for support extended by the Bankers as well as Tata Motors Limited for restructuring of loans. Disinvestment Financial Year 2014-15 is the year in which your Company has disinvested or taken steps to disinvest major surplus assets of the Company. The Company has sold its following assets/units during the year under review: i. T-135, MIDC, Bhosari, Pune (T-Block Unit): The Company, after shifting of manufacturing facilities to Chakan Unit- I & II, has disposed of lease hold land and building constructed thereon for a consideration of Rs. 11.50 Crores, the funds has been used for part repayment of term loan availed from Axis Bank Ltd. ii. Autoline Industries USA, Inc., Butler, Indiana, USA (Autoline-Butler) and its step down subsidiaries: This entity was 100% overseas subsidiary of your Company and located in USA. Your Company made investment initially by purchasing of 211 stocks fully paid at Rs. 9.02 Crores. On August 29, 2014 Autoline-Butler issued 789 shares of common stock to your Company in consideration of loan given on November 30, 2007. Divestment was done by transferring 100% stake to CJ Holdings North America, LLC at $ 7.237 million equivalent to Rs. 45.63 Crores which resulted in profit of Rs. 34.11 Crores after deducting expenses incurred on account of this transaction. The profit on account of divestment has been accounted for as an extra-ordinary item. Due to divestment of stocks as mentioned above Autoline Industries USA, INC, and its step down subsidiaries have ceased to be subsidiary of the Company during the year under review. In view of consolidation of business, giving focus on Indian manufacturing facilities and to meet the funds requirement, your Company had decided to sale aforesaid assets/units during the year under review. . Future Business Strategy Currently your Company is going through revival phase and to overcome from current distress situation the Company is focusing on diversification of customers and business as against the existing dependency on few customers and single segment of business so as to utilize the optimum capacity of existing infrastructure. Detail on future business plans is given in Management Discussion and Analysis Report which forms part of this Report. SUBSIDIARIES: I. Autoline Industrial Parks Limited, Pune, India (AIPL): AIPL was incorporated to develop Industrial Parks, Township Projects etc. Moving towards this object AIPL has purchased a piece of land at Village Mahalunge, Taluka, Khed, District Pune, (Maharashtra), India for setting up of Township under the Special Township Project (STP) of Government of Maharashtra. During the period under review, AIPL has received 'Locational Clearance'from Urban Development Department, Government of Maharashtra, Mumbai vide its Notification No. TPS-1813/3153/CR-544/13/UD-13 dated September 10, 2014 for its land 42.2666 Hector (104 Acres under Special Township Project) located at Village- Mahalunge, Tal: Khed, Dist: Pune. Now the Company is pursuing for Environment Clearance for its special township project and various other activities are also going on side by side. II. Autoline Design Software Limited, Pune, India (ADSL): ADSL is a multifaceted, end-to-end Engineering Solutions Company that provides Engineering and Designing Software Services and Business Solutions. With the acquisition of ADSL in 2007, the Company's proposition to its customers has improved as a provider of high end design and value engineering and mass-manufacturing capabilities that can continually innovate through process engineering, re-engineering and re-tooling to improve manufacturing efficiency. This acquisition has given the Company edge to provide one stop complete solution to our valued customers, enabling a quick & fast response to customer for design concept to rapid prototype manufacturing. With the help of proven team of Design Engineers and Strong tool room & manufacturing backup the ADSL is planning to explore new business opportunities with different customers for off-shore and onsite engineering services and to establish Autoline Design Software Limited as an independent profit making organization III. Koderat Investments Limited, Cyprus - (Koderat): In September 2008, Autoline acquired 100% stake in Koderat Investments Limited "Koderat" (making it Wholly Owned Subsidiary), a Company incorporated and existing under the laws of Cyprus; acting as a Special Purpose Vehicle (SPV). Further "Koderat" acquired 49% equity share capital of "SZ Design S.r.l.", and "Zagato S.r.l", Italian limited liability companies, Milan these companies are into the developing and providing designing and engineering services. The net worth of the SZ Design- Srl, has been eroded due to various write offs. SZ Design Srl was declared bankrupt by the Tribunal of Milan on January 2, 2015 and judiciary receiver has been appointed by the Bankruptcy Tribunal. The impact thereof is yet to be ascertained. Net assets value of Zagato Srl has turned into negative due to incurring of losses in previous years and majority shareholder of Zagato Srl has passed resolution to exclude Koderat Investment Ltd. as a shareholder. Your Company is examining this matter carefully and impact thereof is yet to be ascertained. EXTRACT OF ANNUAL RETURN The extract of the annual return in the prescribed Form MGT-9 is enclosed as "Annexure-A" to this Report. SUBSIDIARIES' PERFORMANCE A report on the performance and financial position of each of the subsidiaries of the Company pursuant to Rule 8 (1) read with Rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is annexed as "Annexure -B" and forms a part of this Report. DIRECTORS AND KEY MANAGERIAL PERSONNEL The Board of Directors of your Company is duly constituted with adequate mix and composition of executive, non-executive and independent directors. During the year, Dr. Jayashree Fadnavis (DIN: 01690087) was appointed as an Additional Director (In the category of Independent Director) of the Company on March 28, 2015 till the conclusion of this Annual General Meeting. The Members are requested to regularize her appointment as a Director of the Company. In accordance with the provisions of the Companies Act, 2013 and Company's Articles of Association, Mr. Sudhir Mungase (DIN: 00006754), Whole-time Director of the Company is liable to retire by rotation at the conclusion of this Annual General Meeting and being eligible, he has offered himself for re- appointment at this Annual General Meeting. Mr. M. Radhakrishnan (DIN: 00006752), Non-Executive Director and one of the promoters and co-founder of the Company has resigned from the board of the Company with effect from May 27, 2015 due to his health issues. The Board has accepted his resignation. He was associated with the Company since its inception and served as Managing Director and CEO of the Company in past. Board placed on record its sincere appreciation for the valuable services and directions given by Mr. M. Radhakrishnan as a Promoter, Co-founder, Director, Managing Director & CEO, during his long 15 years tenure and association with the Company and acknowledged guidance provided by him to the Company during various difficult situations. Mr. Ravi Ketkar, resigned from the post of CFO with effect from August 31, 2014 and Mr. R.T. Goel is appointed by the Board of Directors w.e.f. September 1, 2014 as CFO of the Company. Mr. Ashutosh Kulkarni resigned from the post of Company Secretary and Compliance Officer with effect from October 26, Future Business Strategy Currently your Company is going through revival phase and to overcome from current distress situation the Company is focusing on diversification of customers and business as against the existing dependency on few customers and single segment of business so as to utilize the optimum capacity of existing infrastructure. Detail on future business plans is given in Management Discussion and Analysis Report which forms part of this Report. SUBSIDIARIES: I. Autoline Industrial Parks Limited, Pune, India (AIPL): AIPL was incorporated to develop Industrial Parks, Township Projects etc. Moving towards this object AIPL has purchased a piece of land at Village Mahalunge, Taluka, Khed, District Pune, (Maharashtra), India for setting up of Township under the Special Township Project (STP) of Government of Maharashtra. During the period under review, AIPL has received 'Locational Clearance'from Urban Development Department, Government of Maharashtra, Mumbai vide its Notification No. TPS-1813/3153/CR-544/13/UD-13 dated September 10, 2014 for its land 42.2666 Hector (104 Acres under Special Township Project) located at Village- Mahalunge, Tal: Khed, Dist: Pune. Now the Company is pursuing for Environment Clearance for its special township project and various other activities are also going on side by side. II. Autoline Design Software Limited, Pune, India (ADSL): ADSL is a multifaceted, end-to-end Engineering Solutions Company that provides Engineering and Designing Software Services and Business Solutions. With the acquisition of ADSL in 2007, the Company's proposition to its customers has improved as a provider of high end design and value engineering and mass-manufacturing capabilities that can continually innovate through process engineering, re-engineering and re-tooling to improve manufacturing efficiency. This acquisition has given the Company edge to provide one stop complete solution to our valued customers, enabling a quick & fast response to customer for design concept to rapid prototype manufacturing. With the help of proven team of Design Engineers and Strong tool room & manufacturing backup the ADSL is planning to explore new business opportunities with different customers for off-shore and onsite engineering services and to establish Autoline Design Software Limited as an independent profit making organization III. Koderat Investments Limited, Cyprus - (Koderat): In September 2008, Autoline acquired 100% stake in Koderat Investments Limited "Koderat" (making it Wholly Owned Subsidiary), a Company incorporated and existing under the laws of Cyprus; acting as a Special Purpose Vehicle (SPV). Further "Koderat" acquired 49% equity share capital of "SZ Design S.r.l.", and "Zagato S.r.l", Italian limited liability companies, Milan these companies are into the developing and providing designing and engineering services. The net worth of the SZ Design- Srl, has been eroded due to various write offs. SZ Design Srl was declared bankrupt by the Tribunal of Milan on January 2, 2015 and judiciary receiver has been appointed by the Bankruptcy Tribunal. The impact thereof is yet to be ascertained. Net assets value of Zagato Srl has turned into negative due to incurring of losses in previous years and majority shareholder of Zagato Srl has passed resolution to exclude Koderat Investment Ltd. as a shareholder. Your Company is examining this matter carefully and impact thereof is yet to be ascertained. EXTRACT OF ANNUAL RETURN The extract of the annual return in the prescribed Form MGT-9 is enclosed as "Annexure-A" to this Report. SUBSIDIARIES' PERFORMANCE A report on the performance and financial position of each of the subsidiaries of the Company pursuant to Rule 8 (1) read with Rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is annexed as "Annexure -B" and forms a part of this Report. DIRECTORS AND KEY MANAGERIAL PERSONNEL The Board of Directors of your Company is duly constituted with adequate mix and composition of executive, non-executive and independent directors. During the year, Dr. Jayashree Fadnavis (DIN: 01690087) was appointed as an Additional Director (In the category of Independent Director) of the Company on March 28, 2015 till the conclusion of this Annual General Meeting. The Members are requested to regularize her appointment as a Director of the Company. In accordance with the provisions of the Companies Act, 2013 and Company's Articles of Association, Mr. Sudhir Mungase (DIN: 00006754), Whole-time Director of the Company is liable to retire by rotation at the conclusion of this Annual General Meeting and being eligible, he has offered himself for re- appointment at this Annual General Meeting. Mr. M. Radhakrishnan (DIN: 00006752), Non-Executive Director and one of the promoters and co-founder of the Company has resigned from the board of the Company with effect from May 27, 2015 due to his health issues. The Board has accepted his resignation. He was associated with the Company since its inception and served as Managing Director and CEO of the Company in past. Board placed on record its sincere appreciation for the valuable services and directions given by Mr. M. Radhakrishnan as a Promoter, Co-founder, Director, Managing Director & CEO, during his long 15 years tenure and association with the Company and acknowledged guidance provided by him to the Company during various difficult situations. Mr. Ravi Ketkar, resigned from the post of CFO with effect from August 31, 2014 and Mr. R.T. Goel is appointed by the Board of Directors w.e.f. September 1, 2014 as CFO of the Company. Mr. Ashutosh Kulkarni resigned from the post of Company Secretary and Compliance Officer with effect from October 26, 2014 and Mr. Ashish Gupta is appointed by the Board of Directors w.e.f. March 28, 2015 as Company Secretary and Compliance Officer of the Company. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that: i) In the preparation of the Annual Accounts for the year ended March 31,2015, the applicable Accounting Standards have been followed along with proper explanations relating to material departures; ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2015 and of the Profit and Loss of the Company for that period; iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) The Directors have prepared the annual accounts on a going concern basis. v) The directors have laid down internal financial controls to be followed by the Company and such controls are adequate and are operating effectively. vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively, which are being further strengthened. NUMBER OF BOARD MEETINGS The Board of Directors duly met Nine (9) times during the year under review. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. INDEPENDENT DIRECTORS Mr. Prakash Nimbalkar (DIN: 00109947), Mr. Vijay KThanawala (DIN: 00001974) and Dr. Jayashree Fadnavis (DIN:01690087) are the Independent Directors on the board of the Company and have remained independent throughout the year as contemplated in Section 149(6) of the Companies Act, 2013. Further, all the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Company familiarizes the Independent Directors through various Programmes with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The details of such familiarisation programmes are available on the Company's website and can access at the link <http://> www.autolineind.com/wp-content/uploads/2015/08/familiarisation-programmes-for-independent-directors.pdf PERFORMANCE EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on various parameters such as level of engagement, contribution and independence of judgment; thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION Your Company has duly established a Nomination and Remuneration Committee. The Committee has presented to the Board the policy with respect to appointment of directors including criteria for determining qualifications, positive attributes, independence of directors, remuneration for the directors, key managerial personnel and other senior employees etc. and thereafter the Board approved the same. The Nomination and Remuneration Policy of your Company is enclosed to this Report as "Annexure-C". The Non-executive Directors have no pecuniary relationship or transaction with the Company. Further the Company makes no payments to the Non-executive Directors other than sitting fees which is in accordance with the provisions of the Companies Act, 2013 and the Rules made thereunder. RISK MANAGEMENT POLICY Your Directors have formed a Risk Management Committee chaired by Mr. Prakash Nimbalkar (DIN: 00109947). A Risk Management Policy is also in place. The Management has put in place adequate and effective system and man-power for the purposes of risk management. At present your company has not identified any element of risk which may threaten the existence of your company except the general and business risks as given under the para Threats and Risks and Concern in Management Discussion and Analysis Report which forms part of this Annual Report. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. CORPORATE SOCIAL RESPONSIBILITY (CSR) The Company has constituted CSR Committee and composition of CSR Committee is given in the Corporate Governance Report of the Company. The Company is incurring losses from last two years and hence the provisions of Section 135 of the Companies Act, 2013 with respect to CSR are not applicable to your Company. AUDIT COMMITTEE Your Company has established an Audit Committee whose composition and other details are mentioned in the Corporate Governance report. The Audit Committee, on a regular basis, gives its recommendation to the Board. The Board gives due consideration to those recommendations. However, there have been no instances of recommendations given by the Audit Committee being not accepted by the Board during the year. AUDITORS STATUTORY AUDITORS M/s. A.R. Sulakhe & Co. Chartered Accountants (FRN 110540) who are the statutory auditors of your Company, hold office-in accordance with the provisions of the Companies Act, 2013 up to twenty third Annual General Meeting of the Company and whose appointment was subject to ratification by the Members at every Annual General Meeting and at a remuneration as may be decided by the Board. They have confirmed their eligibility for being Auditors of the Company under the Companies Act, 2013 and that they are not disqualified. AUDITORS' REPORT: The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors in their Independent Audit Report to the Members of Autoline Industries Limited have observed that "Provisions for Gratuity and Leave Encashment is made on an estimated basis, which is not in accordance with Accounting Standard-15 (Employee Benefit). In the absence of the required information effect of the same on the Standalone financial statements are not quantified." The Board considered the observation made by Auditors and explained that the Company is in process of obtaining Actuarial Valuation Report for the same and taking into consideration the provision already made on estimated basis, impact of difference between the provisions already made and actuarial valuation report on the financials will be insignificant. SECRETARIAL AUDITORS Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. KANJ & Associates, Company Secretaries, Pune, a firm of Practicing Company Secretaries, was engaged by your Board for the purposes of Secretarial Audit for the year ended March 31, 2015. Secretarial Audit Report in terms of Section 204 (1) is enclosed as "Annexure D". The Secretarial Auditors in their Secretarial Audit Report have observed that: 1. Pursuant to section 197 read with Schedule V of the Act, prior approval of Central Government was required for appointment of Mr. Umesh Chavan as Executive Director of the Company. The Company has made post facto application to the Central Government on August 6, 2015. To that extent, the Company has not complied with the requirements of Section 197of the Act. Comments by the Board of Directors: Initially Mr. Umesh Chavan was appointed as CEO of the Company later on he was appointed as Executive Director and CEO of the Company by the Board in its meeting held on June 25, 2014. The remuneration paid to him is as per the terms and conditions of his appointment as CEO in view of this inadvertently the Company did not file application to the Central Government prior to his appointment as Executive Director. The Company has subsequently filed necessary applications with the Central Government. 2. The Company has notfiled Form MGT-14, pursuant to Section 179 (3) read with Rule 8 of Companies (Meetings of the Board and its powers) Rules, 2014 in connection with the appointment of Chief Executive Officer of the Company at the Meeting of the Board held on June 3, 2014. Comments by the Board of Directors: The observation is self-explanatory and the Company is taking necessary steps to regularize the matter. 3. The Company had two independent directors instead of three during the period June 25, 2014 to March 28, 2015. Therefore to that extent, the Company did not comply with the Clause 49 (II) (A) (2) of the Listing Agreement during that period. Comments by the Board of Directors: The Company was looking for suitable candidate who can become Independent Director as per the requirements of Companies Act, 2013 and Listing Agreement and before the end of financial year 2014-15 the Company appointed Dr. Jayashree Fadnavis as an Independent Director which fulfilled the requirement of clause 49 (II) (A) (2) of the Listing Agreement. 4. The audited financial results forthe year ended March 31, 2014 were fled within the time limits prescribed under clause 41 (1) (c) (ii) of the Listing Agreement. However the same were not accompanied by the Auditors' Report, which was submitted to Bombay Stock Exchange and National Stock Exchange on June 16,2014 with a delay of16days. Comments by the Board of Directors: The Company inadvertently missed to submit the Auditors' Report to the Stock Exchanges within prescribed time which resulted in delay of 16 days. 5. The Company has not fled Annual Performance Report of its wholly owned subsidiary Koderat Investments Limited, Cyprus for the financial year 2013-14. Thus to that extent it has not complied with Regulation 15 of the Foreign Exchange Management (Transferor Issue of Any Foreign Security) Regulations, 2000. Comments by the Board of Directors: The Company inadvertently missed to file the Annual Performance Report of its wholly owned subsidiary to Reserve Bank of India for financial year 2013-14.The Company will ensure that such filing will be made within prescribed time henceforth. 6. During the year under review, the Company disinvestedits entire investment in Autoline Industries Inc., USA, wholly owned subsidiary. However the Company has not fled part IV of Form ODI reporting such disinvestment as per requirement of Regulation 16of the Foreign Exchange Management (Transferor Issue of Any Foreign Security) Regulations, 2000. Comments by the Board of Directors: At the time of disinvestment in Autoline Industries Inc., USA, the Company applied for change in authorized dealer to facilitate inward remittance. Since the RBI formalities relating to change in authorized dealer are still in process the Company could not file part IV of Form ODI reporting and will be filed as soon as the said formalities relating to change in Authorised dealer are completed. INTERNAL AUDITORS Internal Audit during the year under review was carried out by M/s. CMRS & Associates, Chartered Accountants, Pune. Your Company has appointed M/s. Ketan H. Shah & Associates, Chartered Accountants, Pune as Internal Auditors for financial year2015-16 undersection 138 of the Companies Act, 2013. VIGIL MECHANISM / WHISTLE BLOWER POLICY Your Company has a vigil mechanism in the form of Whistle Blower Policy (WBP) to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of your Company. LOANS, GUARANTEES AND INVESTMENTS BY COMPANY Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. DEPOSITS Your Company has not accepted any deposits from the public falling within the ambit of Section 73 under chapter V of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. RELATED PARTIES TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their associates /relatives which may have a potential conflict with the interest of the Company at large. All the Related Party Transactions were approved by the Audit Committee and also by the Board, wherever necessary. The company has not entered into any transaction with related parties during the year under review which require reporting in Form - AOC 2 in terms of Companies Act, 2013 read with companies (Accounts) Rules, 2014. The policy on Related Party Transactions and the Policy on Determination of Material Subsidiaries as approved by the Board is also uploaded on your Company's website: www.autolineind.com . OTHER MATTERS i. No significant or material orders were passed by the Regulators or Courts or Tribunals which will impact the going concern status and Company's operations in future. ii. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) of the Company and its associates are covered under this policy. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. iii. The Company has not issued Equity Shares with differential rights as to Dividend, Voting or Otherwise. iv. The Company has not issued shares (including Sweat Equity Shares) to Employees of the Company under any Scheme save and except ESOP referred to in this report. v.No material changes and commitments occurred during April 1, 2015 till the date of this Report which would affect the financial position of your Company vi. There has not been any change in the nature of business of the Company during the year under review. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by your Company, together with a certificate from the Company's Auditors confirming compliance form an integral part of this Report. Management Discussion & Analysis Report is given seperately in this Annual Report. CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements of your Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-E". PARTICULARS OF EMPLOYEES: The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect ofemployees of the Company is as under: EMPLOYEES' STOCK OPTION SCHEME - ESOS In accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Company has instituted Employee Stock Option Scheme 2008 (Autoline ESOS 2008) pursuant to the Special Resolution passed by Shareholders at 12th Annual General Meeting held on September 27, 2008. As per Autoline ESOS 2008, 1,60,000 Options were granted to 171 Permanent employees and 15,000 options were granted to 5 Independent Directors. During the year under review, 55808 options were exercised and 5 employees holding 2891 options have resigned. These options are available for re-issue. The details of the scheme as per Companies (Share Capital and debentures) Rules, 2014, SEBI (ESOP and ESPS) Guidelines 1999 and SEBI (Employee based benefits Scheme) Regulations, 2014 are given in the "Annexure-F" to this report. Acknowledgements Your Directors express their sincere appreciation for the assistance and co-operation received from the various Central and State Government Departments, customers, vendors and lenders specifically Bank of Baroda, The Catholic Syrian Bank Ltd., Axis Bank Ltd., NKGSB Co-op. Bank Ltd., Vidya Sahakari Bank Ltd. for extending financial support by way of sanctioning Debt Restructuring Package for the Company and to Tata Motors Ltd., Tata Capital Financial Services Ltd. for their continued help during a very challenging times of the Company. The directors also gratefully acknowledge the support given by and trust entrusted by all shareholders of the Company and directors also wish to place on record their deep sense of appreciation for unstinted commitment and committed services by all the staff members and workers of the Company. FOR AND ON BEHALF OF THE BOARD PRAKASH NIMBALKAR CHAIRMAN DIN: 00109947 Date: August 8, 2015 Place: Pune | 
