| Dear Members,
On behalf of Autopal family, I extend my best wishes to all of you"
Autopal Industries Limited It gives us immense pleasure in presenting
you on behalf of the Board of Directors of the Company, the 29th Annual
Report of Autopal Industries Limited along with Audited Financial
Statements for the year ended 31st March, 2015.
Particulars (Rs in Lacs)
2014-15 2013-14
Net Sales 3305.64 2772.23
Other Income 2.74 1.77
Operating Profit before
Finance cost, Depreciation,
Tax and Extraordinary items 330.44 286.68
Less: Depreciation &
amortization expenses and
Finance Costs 221.26 143.73
Profit before Tax and
Extraordinary items 109.18 142.95
Less: Exceptional Items
Add: Extraordinary Items 8.04 40.18
Less: Tax 30.25 24.41
Net Profit for the year 70.89 78.36
Add: Balance brought forward
from previous year -
Profit available for 70.89 78.36
appropriation
Appropriation of Profits
Transfer to General Reserve
Balance carried over to 70.89 78.36
Balance Sheet
1. FY 2014 IN RETROSPECT
Autopal had net Sales of Rs. 3305.64 lacs in financial year 2014-15
against Rs. 2772.23 lacs in previous financial year 2013-14. The
operating profit before finance cost, depreciation and tax is Rs.
330.44 lacs in current year 2014-15 against Rs. 286.68 lacs in previous
financial year.
2. BUSINESS HIGHLIGHTS
Your Company already a leading player in General Lighting, is at the
vanguard of Innovation and Sustainability. The Company is in the
production of LED's .The LED is very cost conscious and uses less
energy. The market of LED is on the boom in the current scenario. In
APIL all lighting products are made with international quality and
consumer needs in mind. APIL was the first company to manufacture CFL
technology in India. The recently launched LED add a great amount of
colour and class as well as complimenting the existing range of our
product which include CFL tube lights, LED bulb, LED spot series,
luminaries and accessories etc. APIL has been decided to investment on
best policies for marketing, research and development in next one or
two years. The products are initially sold in top 100 cities throughout
India. Presently, APIL also has its own brand i.e. AUTOPAL MERITO in
lights.
Some features defining the business highlights are as follows :
* 40 years in Lighting Excellence
* Billions of delighted customers worldwide
* Pioneers in many new generation lighting technology
* Winner of many national and international awards
* OEM/Branding to world's leading brands
* Accredited with quality certification ISO ITS- 16949, ISO-14001,
OHSAS-18, IS-9001
* Products certified with CE, ROHS Etc.
3. PUBLIC DEPOSITS
(i) During the year, your Company has not accepted any deposits from
the public or otherwise in terms of section 73 of the Companies Act,
2013 read schedule V
(ii) Fixed Deposits from public amounting Rs. 95,725/- is outstanding
as at the beginning of the year out of which no payment has been made
during the year.
(iii) Interest Payable on Public Deposit amounting to Rs. 1,28,683/- is
outstanding in the opening out of which no payment has been made during
the year. However company will finally pay this outstanding amount
till March 2016 as per BIFR order.
4. DIVIDEND
The road to sustained growth is steep and challenging at each step. The
company will require additional working capital and apex in time to
come to maintain its supremacy over their competitors. The board of
directors has decided that in order to consolidate and strengthen the
capital base of the company, the company does not recommend any
dividend for the year under review.
5. DISCLOSURES UNDER THE COMPANIES ACT 2013
a) Extract of Annual Return: The detail forming part of extract of
annual return is enclosed as Annexure-1.
b) Number of Board Meetings: During the year under review the Board of
Directors of the company met 13 (Thirteen) times (including a separate
meeting of independent directors on the Board). The details of the
board meetings and the attendance of the directors are provided in
Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.
c) Committees of the Board: Details of all the Committees along with
their terms of reference, composition and meetings held during the year
is provided in the Corporate Governance Report and forms integral part
of this report.
6. "DIRECTORS'RESPONSIBILITYSTATEMENT"
Pursuant to Section 134 of the Companies Act, 2013, the Directors
hereby confirm that:
(i) In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanations
relating to material departures, if any;
(ii) They have selected such Accounting Policies and applied them
consistently and made judgement 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 at 31st March, 2015 and of the profit and loss of the
company for that period;
(iii) To the best of their knowledge and information, they have taken
proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
(iv) They have prepared the Annual Accounts on a Going Concern basis;
(v) They have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively; and
(vi) There is a proper system to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating
effectively.
7. APPOINTMENT OF INDEPENDENT DIRECTOR /DIRECTORS & KMP'S:-
With coming into the force of Companies Act, 2013, the Board appointed
all the existing Independent Directors viz. Mr. R.L.Rawat and Mr.
Shailander Kumar as an Independent Directors under Section 149 of the
Companies Act, 2013 for a period of 5 Years which was subsequently
approved by shareholders of the Company at Annual General Meeting held
on 30th September, 2014. Further, during the 2013 under review as
required under Companies Act . The Independent Directors have submitted
the declaration of Independence, as required pursuant to Section 149
(7) of the Companies Act, 2013, stating that they meet the criteria of
independence as provided in sub-section (6) of Section 149 of the Act.
Mr Anup Gupta(Holding DIN 01132624) Managing Director of the Company
who has vast Experience of Managing of Lighting Industry and Finance.
He continues his office as a Managing Director of the Company.
Mr. Abhishek Gupta (DIN 02691807), who was appointed an Additional
Director of the Company with effect from 1st November 2014 by the Board
of Directors and who holds office up to the date of this Annual General
Meeting of the Company, but who is eligible for re-appointment and in
respect of whom the Company has received a notice in writing under
Section 160(1) of the Act from a Member proposing his candidature for
the office of Director, be and is hereby appointed as a Director of the
Company to hold office from 29th AGM to 30th AGM.
Mr. Abhishek Gupta (Holding DIN 02691807) have a rich experience, he is
an MBA in Marketing and Finance. He has a powerful insight into the
Marketing and Finance and related activities and has a rich and varied
experience of over 12 years in the areas of Marketing and Finance. He
has a working experience at senior levels in the concerned areas and has
deep knowledge and understanding of the respective areas. He has also
participated in a number of trade fairs visited across 23 countries all
major General Lighting and related markets world over.
Mrs. Anubha Gupta (DIN: 02190808), was appointed as a whole time
director of the company, her term completed in this AGM, but who is
eligible re-appointment and in respect of whom, the company has received
a notice in writing u/s 160(1) of the act from a member proposing her
candidature for the office of Director be and is herby appointed as a
whole time director of the company to hold office for five consecutive
year from 29th Annual General Meeting to 33rd Annual General Meeting.
Mrs. Anubha Gupta have a rich experience, she is an MBA from IIM
Ahmadabad in Marketing and Finance. She has a powerful insight into the
Marketing and Administration and related activities and has a rich and
varied experience of over 12 years in the areas of Marketing and
Administration. Mrs. Gupta has a working experience at senior levels
in the concerned areas and has deep knowledge and understanding of the
respective areas. she has also participated in a number of trade fairs
visited across many countries all major related markets world over.
Mr. Kunal Manchanda (DIN: 07198689), who was appointed as a Additional
Director of the Company with effect from 1st June 2015 by the Board of
Directors and who holds office up to the date of this Annual General
Meeting of the Company but who is eligible for re-appointment as a
Non-Executive Independent Director of the Company, who has submitted a
declaration that he meets the criteria for independence as provided in
Section 149(6) of the Act and who is eligible for re-appointment, be and
is hereby appointed as an Non Executive Independent Director of the
Company to hold office for five consecutive years for a term up to 30th
September 2020."
Mr. Kunal Manchanda having 4 years experience in the field of finance,
advisory, Project funding and other related activities he have prepared
detailed project report (DPR) and Techno economic Viability (TEV) study
report for many Projects for Project Funding in Jaipur, Kota, and
Hyderabad (in India) & Colombo (Sri Lanka).
Mr. Dharam Pal Gupta (holdingDIN00058225), Director of the Company who
retires by rotation at the Annual General Meeting and in respect of whom
the Company has received a notice in writing proposing his candidature
for the office of Director, be and is hereby appointed as a Director of
the Company to hold office From 29th AGM TO 30th AGM.
Shri Dharam Pal Gupta, have a rich and vast experience of sheet metals,
Automobile Head Lamps and Sealed Beams, General lighting sector and
finance .His achievement to develop lamps with Free Form Technology
first time in India by owns R&D awarded him the prestigious ACMA
Technology Award. He has earned 25 awards in total out of which 8
awards are under individual capacity. Under his able guidance and
vision, company established its Marketing Network all over India under
Trade Mark "AUTOPAL". He developed many programs for QCDD (He learn
from UK), '0' PPM at shop floor level to reduce cost etc. He predicted
20 year ago that "CHINA WOULD BE THE BIGGEST THREAT FOR INDIA" and to
overcome China, designed the "FIVE FINGER STRATEGY".
Mr. Praveen Kumawat, (Membership No. A38584) who was appointed as a
Company Secretary with effect from 9th March,2015 by the Board of
Directors of the Company u/s 203 of the Companies Act,2013. He
appointed as a Whole Time Company Secretary and also appoint as a Key
Managerial Person w.e.from 18th March,2015on the terms and conditions
mentioned in his appointment letter.
8. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well as
the evaluation of the working of its Audit, Nomination & Remuneration
Committee and Stakeholders Grievance Committee. The Performance of the
Board is evaluated by each individual Director as well as collectively
by the Board on the Annual Basis towards the end of the Financial Year.
The Board performance is evaluated on the basis of number of Board and
Committee meetings attended by individual director, participation of
director in the affairs of the company, duties performed by each
director and targets.
9 INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
were observed.
10. RELATED PARTY 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 which may have a
potential conflict with the interest of the Company at large. All
Related Party Transactions are placed before the Audit Committee and
the Board for approval. Prior omnibus approval of the Audit Committee
is obtained on a quarterly basis for the transactions which are of a
foreseen and repetitive nature. The transactions entered into pursuant
to the omnibus approval so granted are audited and a statement giving
details of all related party transactions is placed before the Audit
Committee and the Board of Directors for their approval on a quarterly
basis. The policy on Related Party Transactions as approved by the
Board is available on the Company's website Form No. AOC-2 carrying
relevant details about related party transactions of the Company is
attached as Annexure-2.
11. CORPORATE SOCIAL RESPONSIBILITY
(CSR) U/s 135 is not applicable to Autopal Industries Limited.
12. RISK MANAGEMENT:-
The Company has developed a very comprehensive risk management policy
under which all key risks and mitigation plans are compiled into a Risk
Matrix. The same is reviewed quarterly by senior management and
periodically also by the Board of Directors. The Risk Matrix contains
the Company's assessment of impact and probability of each significant
risk and mitigation steps taken or planned. For a detailed risk
management policy please refer the website link
http://www.gravitaindia. com/wp-content/
uploads/pdf/risk-managementpolicy.pdf.
13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF
THE COMPANY:
No material changes and commitments have occurred after the close of
the year till the date of this Report, which affect the financial
position of the Company.
14. CORPORATE GOVERNANCE :-
Corporate Governance is a continuous process at Autopal Industries
Limited. It is about commitment to values and ethical business conduct.
Systems, policies and frameworks are regularly upgraded to effectively
meet the challenges of rapid growth in a dynamic external business
environment. Being a Listed Corporate entity, our Company is committed
to sound corporate practices based on conscience, openness, fairness,
professionalism and accountability paving the way in building
confidence among all its stakeholders for achieving sustainable long
term growth and profitability. A detailed Corporate Governance Report
and a certificate from M/s MK& Associates, Practicing Company
Secretaries, Jaipur regarding compliance with conditions of Corporate
Governance as required under Clause 49 of the Listing.
Agreement are attached and forms an integral part of this report.
Certificate of the CEO/CFO, inter alia, confirming the correctness of
the Financial Statements, compliance with Company's Code of Conduct,
adequacy of the Internal Control measures and reporting of matters to
the Audit Committee in terms of Clause 49 of the Listing Agreement with
the Stock Exchanges, is attached and forms an integral part of this
report.
15. STATUTORY AUDITOR:-
At the Annual General Meeting of the Company to be held on 30th
September,2015 M/s Rajvanshi & Associates Chartered Accountants, will be
re-appointed as Statutory Auditors of the Company to hold office from
the conclusion of 29th AGM till the conclusion of the 33th AGM. In terms
of the first proviso to Section 139 of the Companies Act, 2013, the
appointment of the auditors shall be placed for ratification by members
at every Annual General Meeting. Accordingly, based on recommendation of
Audit Committee and Board of Directors, the appointment of M/s Rajvanshi
&Associates Chartered Accountants, as Statutory Auditors of the Company,
is placed for ratification by the shareholders. In this regard, the
Company has received a certificate from the auditors to the effect that
if they are reappointed, it would be in accordance with the provisions
of Section 141 of the Companies Act, 2013. Further, for any
qualifications or adverse remarks in the Auditors' Report valid
clarification/ explanation has been given The Notes on financial
statements are self explanatory, and needs no further explanation.
16. COST AUDITOR:-
The Audit Committee and Board of Directors of the Company have
appointed M/s Bikram Jain & Associates , Cost Accountants having firm
registration no. 101610 as Cost Auditors for conducting the audit of
Cost Records maintained by the company for the Financial Year 2015-16.
The Cost Audit report for the F.Y. 2013-14 was filed with Registrar of
Companies (Central Government) on 30th May,2015 .There are no
qualifications or adverse remarks in the Cost Audit Report which
require any clarification/ explanation.
17. PARTICULARS OFLOANS:-
APIL has not given loan, Investments made, Guarantees given and
Securities provided Reference Section 134 and 186(4) of companies act,
2013.
18. SECRETARIAL AUDITED AND SECRETARIAL AUDIT REPORT:-
The Board has appointed M/s MK&Associates, Company Secretaries in
Whole-time Practice, to carry out Secretarial Audit of the Company
under the provisions of Section 204 of the Companies Act 2013. The
Report of Secretarial Auditor is annexed with this report as
Annexure-3. The Report does not contain any qualification.
19. INSIDER TRADING:-
Insider Trading Prevention Code Pursuant to the SEBI Insider Trading
Code, the company has formulated a comprehensive policy for prohibition
of Insider Trading in Equity Shares of Autopal Industries Limited to
preserve the confidentiality and to prevent misuse of unpublished price
sensitive information. Mr. Chandan Singh has been designated as the
Compliance Officer. It has also been posted on the website of the
Company www.autopal.org
20. ENERGY CONSERVATION& FOREIGN EARNINGS AND OUTGO :-
a). Conservation of Energy, Technology Absorption under Section 134 of
the Companies Act, 2013 read with Companies (Accounts) Rules 2014 is not
applicable for the Company.
b). Expenditure incurred in foreign currency for: Travelling Expenses
Rs. 93,190/- Purchase of Imported Material Rs. 91,69,283/- (Previous
Year Rs. 55,17,896) Purchase of Traded goods Rs. 3,32,25,833/- Purchase
of Plant & Machinery components Rs. 2,24,831/-
21. CONSOLIDATED FINANCIAL STATEMENTS AND CASH FLOW STATEMENT:-
As required under Clause 32 of the Listing Agreement and Companies Act,
2013, the Consolidated Financial Statements of the Company have been
prepared in accordance with the requirements of Accounting Standards
issued by 'The Institute of Chartered Accountants of India'. The
Audited Consolidated Financial Statements together with Auditors'
Report thereon forms part of the Annual Report.
22. LISTING DISCLOSURE:-
Listing of Equity Shares: The equity shares of the Company are listed
on the Bombay Stock Exchange Ltd (BSE Ltd) .The Listing fees for the
Financial Year 2014-15 has been duly paid. Our scrip code in BSE is
517286.
The shares of the Company are being traded in Bombay Stock Exchange for
the Financial year 2014-15 And movement of the share price during the
year is forming part of this Annual Report
CDSL & NSDL Connectivity: The Company has demat Connectivity with CDSL
& NSDL for demat of shares .The shareholders can avail the depository
service with any Depository Participant registered with CDSL & NSDL
which are spread over the length and breadth of the country. Around 40%
of the shares has already been dematerialized and remaining
shareholders can apply to our RTA for the same. Our ISIN No.is
INE335Q01018
23. MANAGEMENT DISCUSSION REPORT:-
Management Discussion and Analysis Report for the year under review as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India is presented in a separate section forming part of
this Annual Report.
24. VIGIL MECHANISM:-
Your Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors have
formulated a Whistle Blower Policy which is in compliance with the
provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49
of the Listing Agreement. The policy provides for a framework and
process whereby concerns can be raised by its employees against any kind
of discrimination, harassment, victimization or any other unfair
practice being adopted against them. More details on the vigil mechanism
and the Whistle Blower Policy of your Company have been outlined in the
Corporate Governance Report which forms part of this report.
25. EFFECT OF HON'BLE BOARD FOR INDUSTRIAL AND FINANCIAL
RECONSTRUCTION(BIFR) ORDER ON THE BOOKS OF ACCOUNTS.
During the year w.e.f. 22th August 2014 the company is ceased to be a
sick industrial company within the meaning of section 3(1) (o) of SICA,
1985 and therefore it is discharged from the purview of SICA. However,
the unimplemented provisions of the sanctioned scheme, if any shall
continue to be implemented by the company.
(i) In Compliance of order company has written off to the extent of
75%of old dues of sundry creditors and balance 25% has to be paid in
1/5 annual instalment. In compliance of the same the company has made
payment in full to some of the creditors who have nominal amount and
1/5th payment has been made during the year through employee to rest of
the creditors in compliance of BIFR orders reported by the company.
(ii) Fixed Deposits from public amounting Rs. 95,725/- is outstanding
as at the beginning of the year out of which no payment has been made
during the year.
(iii) Interest Payable on Public Deposit amounting to Rs. 1,28,683/- is
outstanding in the opening out of which no payment has been made during
the year. Hence, as stated by the management company has not complied
with the last 2 terms and condition of BIFR Scheme. However company
will finally pay this outstanding amount till March 2016 as per BIFR
order.
26. REGISTRAR AND SHARE TRANSFER AGENT:
The Company has Appointed Beetal Financial Computer Service (P) Limited
as their Registrar and Share Transfer Agent. You may contact and file
any application for transfer/transmission of shares, change of address
and resolve any queries related to share holder with the RTA and you may
also apply to Beetal for the conversion of physical shares into
dematerialized form with its registered address as under:- Beetal House,
3rd floor, 99 madangir, Behind Local Shopping Centre, Near Dada
Harshukhdas Mandir, New Delhi-110062 Ph: 011-29961281, 83, E-mail:
beetal@beetalfinancial.com
27. SUBSTANTIAL ACQUISITION OF STAKE REGULATION8(3) (SAST):- Shri D.P.
Gupta Promoter & Promoter group of the Autopal Industries Limited and
Shri Anup Gupta as a Managing Director acquired substantial Shares of
the Company bringing their total shareholding to 52.29% of the total
equity capital of the Company.
26. Miscellaneous:-
* Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
* Details relating to deposits covered under Chapter V of the Act.
* Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its
subsidiaries.
* No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
27. ACKNOWLEDGEMENT:-
The results of an organisation are great reflective of the efforts put
in by the people who work for/ with the company. The Directors fully
recognise the contribution made by the employees of the company and all
stakeholders for successful operations of the company. The Directors
also place on record their appreciation for the sincere cooperation and
assistance of Government Authorities, Customers, Suppliers, BSE, NSE,
CDSL, NSDL, Bankers, Business Associates, Shareholders, Auditors,
Financial Institutions and other individuals / bodies.
For and on behalf of the Board of Directors
Place: Jaipur DharamPalGupta AnupGupta
DATE:01/09/2015 (Chairman) (ManagingDirector)
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