Automotive Stampings and Assemblies Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors take pleasure in presenting the Thirty-Fifth (35^th) Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2025. The Management Discussion and Analysis forms part of this Report.

FINANCIAL RESULTS (All figures in '' Lakhs, unless stated otherwise)
Particulars	Financial Year
	2024-25	2023-24
Revenue from Sale of Products / Services (Net)	77,528.32	88,032.69
Other Income	298.79	89.94
Total Revenue	77,827.11	88,122.63
Cost of Materials Consumed	56,547.45	68,894.41
Change in Inventories of Finished Goods and Works-in-progress	415.80	(639.70)
Employee Benefit Expense	4,540.26	4,105.77
Other Expenses	11,188.42	10,591.08
Earnings / (Loss) before Depreciation, Financial Charges and Tax (EBIDTA)	5,135.18	5,171.07
Finance cost	1,489.52	1,522.43
Depreciation and Amortization Expense	1,967.77	1,631.63
Profit / (Loss) before exceptional item and Tax	1,677.89	2,017.01
Exceptional items	-	-
Tax Expense / (Credit)	-	-
Profit/ (Loss) for the year	1,677.89	2,017.01
Other Comprehensive Income (OCI)	(67.30)	(19.83)
Total Comprehensive Income/ (loss) (net of taxes)	1,610.59	1,997.18

DIVIDEND

Considering current fund requirements of the Company, the Board of Directors of the Company have not recommended any dividend.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Board of Directors of the Company had formulated a Dividend Distribution Policy (''the Policy''). The Policy is available on the website of the Company at https://autostampings.com/wp-content/uploads/2022/04/dividend-distribution-policv.pdf.

TRANSFER TO RESERVES IN TERMS OF THE COMPANIES ACT, 2013

Your Company has not transferred any amount to General Reserve Account under the Companies Act, 2013.

SHARE CAPITAL

The Paid-Up Equity Share Capital as on March 31, 2025 was ''1,586.44 Lakhs comprising 15,864,397 Equity Shares of ''10/- each. During FY 2024-25, your Company has neither issued any shares with differential voting rights nor has granted any Stock Options or Sweat Equity. As on March 31, 2025, none of the Directors or the Key Managerial Personnel of the Company holds any equity shares of the Company or instruments convertible into Equity Shares of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Global Economy

In 2025, global economic growth is projected to remain steady at 3.1%, mirroring the expected pace of 2024. Advanced economies are anticipated to experience modest growth, with the U.S. economy leading at 2.2%, driven by solid income and productivity. Europe is expected to see a modest recovery, and Japan''s growth is likely to rebound to 1.1%. Emerging markets are forecasted to maintain a growth rate of 4.1%, with India standing out at 6.4%, propelled by public investment and robust domestic demand.

Global inflation is anticipated to decline to 3.5%, though challenges persist due to persistent services and wage inflation in several regions. Monetary policies are expected to diverge globally, with central banks in advanced economies easing cautiously, while some emerging markets may tighten policies to address inflationary pressures. Fiscal policies will be influenced by high public debt and competing demands, necessitating careful management to balance immediate needs with long-term sustainability. EY-Parthenon recommends that business leaders focus on agility, adaptability, and accountability to navigate the evolving economic landscape. Developing flexible planning processes, transforming enterprises to adapt to changing conditions, and investing in transformative technologies like GenAI are key strategies to ensure resilience and profitability in 2025.

Indian Economy

India''s economic outlook for FY26 remains robust, with the International Monetary Fund (IMF) projecting a 6.5% GDP growth, maintaining its position as the fastest-growing major economy. This growth is supported by strong private consumption, macroeconomic stability and resilient financial sector performance. The IMF emphasizes the need for structural reforms, including labor market improvements and enhanced human capital development, to sustain long-term growth.

Inflation has remained within the Reserve Bank of India''s (RBI) target range, with the Consumer Price Index (CPI) easing to 3.27% in April 2025, the lowest in nearly six years. This moderation is attributed to stable food prices, particularly vegetables and pulses. With inflation under control, the RBI has room to maintain an accommodative monetary policy stance to support economic activity.

High-frequency economic indicators also reflect positive momentum. The Manufacturing Purchasing Managers'' Index (PMI) rose to an eight-month high of 58.1 in March 2025, while the Services PMI stood at 58.5. Gross Goods and Services Tax (GST) revenues reached INR 1.96 lakh crore in March 2025, the highest since April 2024. Additionally, the current account deficit narrowed to 1.1% of GDP in the third quarter of FY25, indicating improved external sector stability.

Despite these positive indicators, challenges persist. The IMF has revised India''s growth forecast for FY25 downward to 6.2% from 6.5%, citing global trade tensions and geopolitical uncertainties, particularly related to U.S. trade policies and regional security concerns. However, India is taking proactive measures, including negotiating a comprehensive trade agreement with the U.S. and preparing to implement anti-dumping duties to safeguard domestic industries.

In summary, while global headwinds pose risks, India''s economic fundamentals remain strong. With continued policy support and structural reforms, the country is well-positioned to achieve sustainable growth and maintain its status as a leading emerging market economy.

INDUSTRY STRUCTURE AND DEVELOPMENTS

The auto industry registered a growth of 9.1% in FY25. The Passenger Vehicle segment, which includes passenger cars, vans and utility vehicles, registered a growth of 3.3%. Within this segment, while the Utility vehicle market

grew at 13.6% the Van segment recorded a growth of 7.9%, and the Passenger Car segment decreased by 11.6%. The Commercial Vehicle segment also registered a decline of 3.3%. Within the CV segment, the M&HCV segment registered a minimal growth of 0.04% and LCV segment registered a decline of 5.2%. The Two-wheeler segment registered a growth of 11.3% and Three-wheeler segment registered a growth of 5.4%.

The chart given below shows the production of various categories of vehicles during FY 2024-25 vis-a-vis FY 2023-24:

Category Segment	Production
	FY2023-24	FY2024-25	% Growth
Segment
Passenger Cars	19,79,907	17,49,506	-11.6%
Utility Vehicles (UVs)	27,77,051	31,55,312	13.6%
Vans	1,44,882	1,56,346	7.9%
Passenger Vehicles (PVs)	49,01,840	50,61,164	3.3%
M&HCVs	3,93,463	3,93,619	0.04%
LCVs	6,74,041	6,39,026	-5.2%
Commercial Vehicles (CVs)	10,67,504	10,32,645	-3.3%
Three Wheelers	9,96,159	10,50,020	5.4%
Two Wheelers	2,14,68,527	2,38,83,857	11.3%
Quadricycle	5,006	6,488	29.6%
Grand Total	2,84,39,036	3,10,34,174	9.1%
Source SIAM report Mar''25

OPERATIONS

The Company manufactures Sheet Metal Components, Welded Assemblies, Battery Tray Assemblies, Aluminium Cooling Tubes and Heavy Fabricated Parts specifically designed for use in Passenger and Commercial Vehicles segment, 2/3 Wheelers segment, off-road segment. The Company has established expertise in development of Dies required for producing these products. It caters to key automotive players, Tata Motors Limited, across their Passenger Vehicle, Commercial Vehicle, and Electric Mobility divisions/subsidiary companies, FIAT India Automobiles Private Limited, Ashok Leyland Limited, Piaggio Vehicles Private Limited, Tata Hitachi Construction Machinery Company Limited and JCB Heavy Products Limited. In addition, it caters supplies to Tata AutoComp Systems Limited, Tata AutoComp Gotion Green Energy Solutions Private Limited and Tata AutoComp Hendrickson Suspensions Private Limited. Through our ongoing commitment to quality and service, Company looks forward to maintaining these working relationships, and forging new partnerships in the future.

With a commitment to grow its battery tray businesses, your Company has onboarded a new customer M/s Octillion Power Systems India Pvt. Ltd. which is a renowned player in battery pack manufacturing for EVs. In addition to Tata AutoComp GOTION Green Solutions Private Limited, the Company is also exploring opportunities to increase the business within Tata AutoComp Group.

The Company currently operates 5 (Five) manufacturing facilities located at Chakan 1, Chakan 2, Pune (Maharashtra), Pantnagar (Uttarakhand), Sanand (Gujarat) and Jamshedpur (Jharkhand).

OPPORTUNITIES:

a) Growth in Automotive Demand:

Indian automotive industry has grown by 9.1% in FY2025 over FY2024 showing a strong demand amongst the consumers. E-cars & E-3Ws sales recorded an 11% increase in FY2025 over FY2024. Your Company has its battery tray & cooling tube businesses concentrated in E-cars & E-3W segment which has led to improvement in performance parameters.

Growth in the EV segment is expected to continue its momentum during the upcoming fiscal year FY2026 with the launch of EV models by OEMs.

b) Affiliation with Market Leader:

The Company''s Anchor Customers are Tata Motors Limited (CV segment) and Tata Motors Passenger Vehicles Limited (TMPVL), subsidiary company of TML, a leading manufacturer of PV''s in India. TMPVL has sold 5.56 Lakh units as against 5.74 Lakh units in Fiscal Year 2024 holding third position in the Indian market. Anchor customer has more than 50% market share in EVs.

Tata Motors Limited (CV segment) sold 3.76 Lakh units of commercial vehicles during Fiscal 2025 representing -ve growth of 4% over Fiscal 2023, continued to be market leader in commercial vehicle segment with a market share of 32% in Fiscal Year 2025.

The Company is associated with Tata Motors Limited (CV segment) and its subsidiary company TMPVL (PV segment) in their growth journey as a reliable supplier.

c) Manufacturing Capability:

During the year, the Company has explored an opportunity to supply Aluminium Battery Tray to its customers and will continue to focus on increasing the manufacturing capacity of ''Battery Tray'' to cater the increasing demand of EVs in the market.

Your Company will continue to focus on EV businesses in the coming years.

RISKS AND CONCERNS:

a) Concentrated Customer Base:

The Company derives majority of its revenue from TML (CV Segment) and TMVPL and is striving to increase the share of business with them in terms of volume and new products. The Company has intensified its focus to diversify its customer base by focusing on other automotive OEM''s through new products and business development.

b) Rising Input Costs:

The products manufactured by the Company consume mainly steel, where prices continue to fluctuate. While the Customer adjusts the price fluctuation, there is continuous pressure for reduction in conversion and other costs. Also, the minimum wages at Pune region has been inflated significantly in the current year. The Company has ongoing improvement initiatives, mainly conversion cost reduction, supply chain efficiency improvement and material yield improvement.

c) Skill Availability:

The availability of trained manpower is a challenge particularly in the scenario of growing demand. Your Company focuses on recruitment and in-house skill development to address this challenge. The Company has also undertaken the initiative to induct apprentices in large numbers and impart training to them for ensuring the required skill availability.

d) Supply Chain:

With increased manufacturing footprints, Company is anticipating supply chain as a risk area and with continuous efforts, the Company has been able to establish the supplier base in the vicinity of manufacturing plants and taking all necessary measures to minimize the impact.

Your Company has systems in place to identify, assess, monitor and mitigate various risks. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed regularly at the Board meetings.

2. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

Particulars	'' (Lakhs)	'' (Lakhs)	% to Sales	% to Sales
	Year Ended March 31, 2025	Year Ended March 31, 2024	Year Ended March 31, 2025	Year Ended March 31, 2024
Sales	77,528.32	88,032.69	100%	100%
Other Income	298.79	89.94	0.39%	0.10%
Total Income	77,827.11	88,122.63
Expenses
Cost of materials consumed and change in finished goods and works in process.	56,963.25	68,254.71	73.47%	77.53%
Employee benefits Expense	4,540.26	4,105.77	5.86%	4.66%
Finance costs	1,489.52	1,522.43	1.92%	1.73%
Depreciation and amortization expense	1,967.77	1,631.63	2.54%	1.85%
Other expenses	11,188.42	10,591.08	14.43%	12.03%
Total Expenses	76,149.22	86,105.62	98.22%	97.81%
Profit before exceptional items and tax	1,677.89	2,017.01	2.16%	2.29%
Exceptional item	-	-
Profit/Loss before Tax	1,677.89	2,017.01	2.16%	2.29%

KEY NOTES:

a) Sales have Decreased by ?10,504 lakhs over last year (approximately 13.55%). As explained above, the declined performance of Automotive Industry and consequent lower off-take by our OEM customers have led to the decrease.

b) The percentage of material consumption to sales has improved during this year due to prudent product mix (mainly new products) and new cost saving measures.

c) The percentage of employee cost to sales has increased as compared to last year mainly due to decrease in sales in FY 2024-25 and wage increase. The increase is offset by improvement, attributable to continuous focus on productivity and rationalization measures and introduction of new products with better price realization.

d) The percentage of other expenses to sales has increased from the previous year FY 2023-24 mainly due to additional subcontract cost for new product program and cost inflations in consumable and other cost heads.

e) Finance costs have decreased mainly due to volume drop and partially due to repayment of Inter-company deposits. The Company has also managed working capital requirements effectively.

f) Despite a notable decrease in total revenue, it managed to improve its EBITDA from the previous year, owing to prudent product mix and effective cost management, particularly in reducing the cost of materials consumed. However, the increase in employee benefits and other expenses compensate for the savings in RMC.

KEY FINANCIAL RATIOS

Sr. No	Ratios	FY 2024-25	FY 2023-24	% Change
1	Current Ratio	0.74	0.70	5.9%
2	Debt Equity Ratio	17.02	-14.21	-219.8%
3	Debt Service Coverage ratio	2.12	2.59	-18.2%
4	Return on Equity ratio	24.58	-1.16	-2215.3%
5	Inventory Turnover (times of COGS)	9.40	11.60	-19.0%
6	Debtors'' Turnover (times of sales)	9.58	15.09	-36.5%
7	Trade Payable Turnover ratio	4.42	4.81	-8.3%
8	Net Capital turnover ratio	-12.88	-12.52	1.9%
9	Net profit margin (% to sales)	2.16	2.29	-5.5%
10	Return on Capital Employed *	0.31	0.46	33.9%

DETAILS OF SIGNIFICANT CHANGES ( >25% and <-25%)

1. Debt-Equity ratio: The reduction in negative shareholders'' equity is due to current year profits and the replacement of non-funded vendor discounting with additional working capital financing, leading to a lower debt-equity ratio.

2. Return on Equity ratio: Current year profit has increased over the previous year, and the reduction in negative shareholder''s equity has led to a higher return on equity ratio.,

3. Trade receivable turnover ratio: There is an increase in year end receivable since the Company has availed a new facility of working capital borrowing in place of earlier customer factoring facility, which led to a decline in the trade receivable ratio.

4. Return on Capital Employed ratio: Capital employed has increased during the year due to the current year profits and new working capital borrowing in place of the non-funded vendor discounting and customer factoring facilities.

5. *Since Net Worth as at March 31, 2024 was negative, Return on Net Worth and % change cannot be calculated.

The Management continues to focus on new products, cost reduction initiatives, and operational efficiencies.

COMPANY''S OWN TECHNOLOGY / PROCESSES / SYSTEM IMPROVEMENT PLAN

The Company has worked towards automation in robotic welding applications at three of its plants to meet the

increasing quality expectations from the customers and improve operation efficiency.

In growing EV segment, your Company will focus on manufacturing technologies for Aluminum Battery Trays which is emerging technology in the EV field.

SEGMENT-WISE PERFORMANCE

Your Company operates only in the Automobile Component Segment in the Domestic Market.

FUTURE OUTLOOK

India''s automotive sector is undergoing a significant transformation, driven by a combination of economic growth, policy initiatives, and shifting consumer preferences. With a population exceeding 1.6 billion, the country presents a substantial opportunity for automotive expansion, especially considering the current low motorization rate of 33 cars per 1,000 people.

The Indian Government has outlined an ambitious vision through the Automotive Mission Plan 2047, aiming to position India as a global hub for automotive manufacturing and research and development. This plan is supported by various initiatives, including the Faster Adoption and Manufacturing of Hybrid and Electric Vehicles (FAME) scheme and the Production-Linked Incentive (PLI) scheme, which encourage the development and manufacturing of electric vehicles (EVs) and their components within the country.

The automotive market is experiencing a shift towards electric mobility. However, challenges remain, particularly in the EV financing ecosystem and supply chain disruptions due to limited domestic manufacturing of key components like batteries, reliance on imports, and lack of robust infrastructure for raw materials. This needs reform to support broader adoption.

Consumer preferences are also evolving, with a growing demand for sport utility vehicles (SUVs) and luxury vehicles. This trend is influencing manufacturers to focus on producing models that cater to these preferences, including electric SUVs.

In summary, India''s automotive industry is poised for substantial growth, driven by strategic government initiatives, a shift towards electric mobility, and changing consumer preferences. Addressing existing challenges, such as the EV financing ecosystem, supply chain disruptions and tariff related uncertainty, will be crucial to sustaining this growth trajectory.

STATE OF COMPANY''S AFFAIRS

Discussion on state of Company''s affairs has been covered as part of the Management Discussion and Analysis. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established the framework of Internal Financial Controls and Compliance systems. These are subject to audits conducted by the internal auditors and reputed Accounting and Auditing firm, which are reviewed by the Audit Committee regularly. Based on such reviews, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2024-25.

RELATED PARTIES

Note No. 35 of the Financial Statements sets out the nature of transactions with Related Parties. Transactions with Related Parties are carried out in the Ordinary Course of Business and at Arm''s Length. The details of the transactions are tabled before the Audit Committee. Further details on this are explained in the Notice convening Annual General Meeting. None of the transactions with Related Parties falls under the scope of Section 188(1) of the Companies Act, 2013. Hence, no particulars are being provided in Form AOC-2.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company was required to spend a certain amount as per Section 135 of the Companies Act, 2013 for the year under review. The details are available in the CSR Report annexed herewith as Annexure I. The Company has a CSR Committee constituted in terms of Section 135 of the Companies Act, 2013, which monitors the CSR

activities undertaken by the Company as per CSR Policy. The CSR Policy has been uploaded on the website of the Company at https://autostampings.com/storage/2024/08/Corporate-Social-Responsibility-CSR-Policy.pdf

ENVIRONMENT, HEALTH AND SAFETY

The Company is dedicated to providing a Safe, Secure and Healthy Workplace, as outlined in its Health, Safety and Environment (HSE) policy, which forms an integral part of Company''s overarching wellness strategy. A comprehensive approach to safety has been adopted, with the implementation of the “Total Safety Culture” concept across all Operational Plants.

Two plants, Chakan 1 and Pantnagar, have achieved certification for EMS ISO 14001:2015 and ISO 45001:2018, as well as recognition from the National Safety Council (NSC). Throughout the reporting period, all plants have placed particular emphasis on Wellness and Safety Initiatives, such as Safety Week Celebrations, Annual Medical Check-Ups, Road Safety Traffic Management within Plant Premises, and Blood Donation Camps. Daily wellness programs are conducted by Dispensary Staff and Monthly Programs overseen by the Group Chief Medical Officer.

The Company is currently in the process of implementing the “Tata Safety Health Management System.” Internal audits of Behavior-Based Safety Culture (BBS) for Health, Safety, and Environment are conducted quarterly at all plants, resulting in consistently high ratings. Additionally, safety training and awareness initiatives have been actively pursued throughout the year, with health check-ups and counselling sessions provided to employees by the Group Chief Medical Officer and other Competent Authorities.

Efforts to Strengthen Safety Protocols across all operations have been intensified, with regular Safety Drills and Audits conducted at all plants. Employees receive requisite safety training, and safety enforcement is rigorously monitored and same is effectively communicated to the employees and workers as well, through monthly Open Forum Meets.

Sensitization on safety is of paramount importance where in visible actions are taken for every entrant to the plant. This includes safety induction at Gurukul and plant under trained personnel. The safety committee regularly provides inputs. There is a separate guideline for visitors and external persons who come for repair and maintenance activity. This includes tool box talk, instructions on emergency evacuation.

The safety personnel are upgraded through trainings and encouraged to visit other companies to see and implement best practices. Senior safety officers from other companies visit the plants periodically to provide their inputs.

External Audits are conducted as per demand from statutory bodies. There is an allocated safety budget which is given highest priority. This is supplemented by a maintenance budget where in high priority is given to proximity sensors, robot programming and other equipments which can enhance safety of personnel in the factory.

In order to reduce Carbon Footprint, Solar Power System has been installed at Chakan Plant and Pantnagar Plant. Other initiatives such as the reuse of Carton Boxes for packaging and Scrap Reduction are in place. Environmental, Social, and Governance (ESG) metrics are monitored monthly, with internal targets set for all parameters. The Company employees planted more than 1200 trees in the financial year. At each plant location, there is a working relationship with the local forest department to make this impactful. The organization is working under directions of experts from TATA AutoComp Systems Limited to reduce plastic usage.

A Digital Reporting System, the “Near Miss App”, facilitates the tracking of Near-Miss incidents. Safety Competitions, Presentations on Safety Improvements, Environment Mock Drills, and Environment Day Celebrations are conducted to foster a Safe and Healthy work environment.

The Board of Directors receive regular updates on health, safety, and environmental matters, ensuring oversight and accountability at the highest level.

QUALITY INITIATIVES

Two of your Company''s plants Chakan 1 and Pantnagar are certified under IATF and ISO 14001 standards.

The Chakan II plant, successfully completed the Stage 2 audit for IATF certification, while the Sanand plant has completed the Stage 1 audit and is now qualified for the Stage 2 audit under IATF.

In addition, both Sanand and Chakan 2 plants have obtained ISO 45001 certification for OHSMS. With this, a total of four plants Chakan 1, Chakan 2, Pantnagar, and Sanand are now certified under ISO 45001.

The Company continues to adopt best practices based on the Tata Business Excellence Model (TBEM) to drive operational excellence across all functions.

Quality Month and Employee Engagement

The month of November was celebrated as “Quality Month” across all ASAL locations. Activities conducted during the month included Quality Circle competitions, Kaizen contests, and poster and slogan competitions for both employees and their family members. Customers were also invited to address employees, share their insights on quality, and express the “Voice of the Customer.”

Total Quality Management (TQM)

Your Company has embarked on a Total Quality Management (TQM) journey with the goal of strengthening Daily Management, Policy Management, and Total Employee Involvement. Numerous improvement projects have been executed under this initiative, with active participation in external competitions such as those organized by CII and QCFI, resulting in a total of 262 awards.

Technological Advancements and Quality Enhancements

An online quality monitoring pilot project was launched for the 1250T press machine to enhance real-time oversight and performance tracking.

In manufacturing advancements, a new Curvv Line was installed with Level 3 Poka-Yoke at all stations to ensure error-proofing. Additionally, a new Eturna Line, also equipped with Level 3 Poka-Yoke, was commissioned to further strengthen production quality and efficiency. During the year under review, the Company also set up robotic welding line at Sanand for supplies to Tata Motors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• APPOINTMENT OF DIRECTORS

At the 34^th Annual General Meeting of the Company held on July 09, 2024, Ms. Bhavna Bindra was re-appointed as an Independent Director of the Company for a second term of five years w.e.f. July 15, 2024.

• RETIREMENT / RESIGNATION / CESSATION OF DIRECTORS

Mr. Bharatkumar Parekh (DIN: 01521346) Non-Executive - Non-Independent Director will retire by rotation at the conclusion of the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

• KEY MANAGERIAL PERSONNEL

During the year under review following are changes with respect to Key Managerial Personnel of the Company:

1. Mr. Shrikant Joshi, Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company resigned from the services w.e.f. January 31, 2025.

2. On recommendation of Nomination and Remuneration Committee, Board of Directors of the Company at its Meeting held on March 20, 2025, appointed Mr. Saurabh Erande, as Company Secretary and Compliance officer (Key Managerial Personnel) of the Company w.e.f. March 20, 2025.

There were no other changes in the Composition of Board of Directors and Key Managerial Personnel of the Company, except as disclosed above.

EVALUATION OF DIRECTORS, THE BOARD & ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Guidance Note on Board Evaluation issued by SEBI on January 05, 2017, the Board has carried out the Annual Performance Evaluation for FY 2024-25 of (a) its own performance; (b) the Directors individually; and (c) the working of its committees viz. ''Audit Committee'', ''Nomination and Remuneration Committee'', ''Corporate Social Responsibility Committee'', ''Stakeholders Relationship Committee'', and the ''Risk Management Committee''. The details of evaluation process have been explained in the Corporate Governance Report.

REMUNERATION POLICY

The details of the Remuneration Policy as approved and adopted by Board are stated in the Corporate Governance Report.

POLICY W.R.T. QUALIFICATIONS, ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has adopted the Guidelines on Board Effectiveness (“Governance Guidelines” or “Guidelines”) which inter-alia cover the criteria for determining Qualifications, Attributes and Independence of a Director. The details of the Policy are stated in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) that:

a. they meet the criteria of independence and fulfill the conditions specified in Section 149(6) of the Companies Act, 2013 and of Listing Regulations and are independent of management;

b. they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence pursuant to Regulation 25 of the Listing Regulations;

c. they have complied with the requirement of inclusion of their name in the Data Bank maintained by Indian Institute of Corporate Affairs as envisaged under Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, as applicable and they hold valid registration certificate with Data Bank of Independent Directors.

BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the year are given in the Corporate Governance Report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

During the year under review, the total borrowings as at March 31, 2025 stood at ''8,987.63 Lakhs as compared to ''4,599.25 Lakhs as at March 31, 2024. The company has availed a new working capital borrowing in place of the earlier vendor discounting and customer factoring, which effectively has no impact on cash flow.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the future

operations / going concern status of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There are no Loans, Guarantees or Investments made by Company under Section 186 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted Deposits under Chapter V of the Companies Act, 2013 during the year under review. No amount on account of Principal or Interest on Deposit from Public was outstanding as on March 31, 2025.

CORPORATE GOVERNANCE

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance along with the Certificate of Compliance from the Auditors forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and Compliance Systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors including audit of Internal Financial Controls over Financial Reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the corresponding Internal Financial Control were adequate and effective during the FY 2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors to the best of their Knowledge and Ability, confirm that:

1. in the preparation of the Annual Financial Statements for the year ended March 31, 2025, the applicable Accounting Standards have been followed and there are no material departures;

2. Accounting Policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the Profit of the Company for the year ended on that date;

3. proper and sufficient care have been taken for the maintenance of Accounting Records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing & detecting fraud and/ or other irregularities;

4. the Annual Accounts have been prepared on a going concern basis;

5. Internal Financial Controls have been laid down by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

6. proper systems have been devised to ensure Compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 as Annexure II to this Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration)

Rules, 2014, the Annual Return for FY 2024-25 is available on Company''s website at www.autostampings.com. PERSONNEL

At the end of March 31, 2025, your Company had 504 employees (excluding trainees and apprentices) as compared to 497 employees as on March 31, 2024.

Your Company accords high importance in building and sustaining healthy employee engagement with the aim of achieving competitive productivity and harmonious work environment. The industrial relations during the year remained peaceful. With a view to ensure prompt resolution of employee''s grievances, various Committees have been set up under the capable Chairmanships which are guided by Functional Heads/ Department Heads e.g. Works Committee, Health, Safety and Environment Committee, Prevention of Sexual Harassment Committee (POSH) etc.

The functioning of these Committees is regularly reviewed by the Management and the Board is also updated regularly. Your Company has HR help desk to resolve grievances/day to day issues of employees within time bound manner. This results in maintaining transparent culture and help to increase satisfaction level of the employees. Considering the competitive market scenario, it has become essential to have substantial improvement in the productivity on the shop floor.

Your Company has been implementing Total Productive Maintenance (TPM), World Class Quality System (WCSQ), Kaizen and other various systems to improve overall performance of all plants.

Information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure III to this Report.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) (i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given since there is no employee who received remuneration in excess of the limits prescribed therein.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Members interested in obtaining the same may write to the Company Secretary at e-mail [email protected]. None of the employee listed in the said Annexure is related to any Director of the Company.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Your Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to enquire into complaints of sexual harassment and recommend appropriate action. Awareness Programmes were conducted at various plants of the Company.

Your Company has not received any complaint of sexual harassment during the financial year 2024-25.

RISK MANAGEMENT

The details of Risk Assessment framework are set out in the Corporate Governance Report forming part of the Board''s Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a vigil mechanism. The details of the same are explained in the Corporate

Governance Report and also posted on the website of the Company.

NAMES OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company did not have any subsidiaries, associates or joint ventures during the year under review. AUDITORS

1. STATUTORY AUDITORS

At the 32^nd AGM held on June 09, 2022, pursuant to the provisions of the Act and the Rules made thereunder, B S R & Co. LLP, Chartered Accountants, Pune (Firm Registration no. 101248W/W-100022) were appointed as Statutory Auditors of the Company, to hold office for a period of 5 (Five) years from the conclusion of 32^nd AGM held on June 09, 2022 till the conclusion of 37^th AGM to be held in FY 2027-28.

The Statutory Auditors'' Report for FY 2024-25 on the financial statement of the Company forms part of this Annual Report.

There are no Qualifications, Reservations or Adverse Remarks made by the Statutory Auditors in their Audit Reports on the financial statements for the year ended March 31, 2025. The Observations of the Statutory Auditors in their Reports are self-explanatory and therefore Directors don''t have any further comments to offer on the same.

2. 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, the Board of Directors had appointed M/s. SVD & Associates, Practicing Company Secretaries, Pune for conducting Secretarial Audit of the Company for FY 2024-25.

The Report of the Secretarial Audit is annexed herewith as Annexure IV to this Report. There are no Qualifications, Reservations or Adverse Remarks or Disclaimer in the said Report except as;

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

1. The Company has filed Disclosure Under Reg 30 of SEBI(LODR) on 13.06.2024 with respect to the resignation of Mr. Rajendra Bhagwat (SMP) dated 08.06.2024 i.e. with a delay of 4 days. The Company has filed the ''reason for the delay in submission of Disclosure'' and ''corrected disclosure'' upon receipt of Stock Exchange Notice vide dated 21.10.2024. No actions were taken by BSE and NSE in this regard.”

COMMENT OF THE BOARD:

The Company has filed a fresh disclosure under corporate announcement citing the reason for delay in the said disclosure in response to the communication received from BSE Limited.

Pursuant to Listing Regulations read with SEBI circular No. LIST/COMP/14/2018 dated June 20, 2018, a Certificate from M/s. SVD & Associates, Practicing Company Secretaries, Pune, that none of the Directors on the Board of the Company have been Debarred or Disqualified from being appointed or continuing as Directors of Companies by the Board/Ministry of Corporate Affairs or any such Statutory Authority is annexed to Corporate Governance Report as Annexure II.

3. COST AUDITOR

The Cost Audit under provisions of Section 148 of the Companies Act, 2013 is applicable to the Company. Hence the Company has conducted the Cost Audit for the Financial Year 2024-25.

Maintenance of Cost Records has been specified by the Central Government under section 148 (1) of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 for the business activities

carried out by the Company, accordingly company has maintained Cost Records.

COMPLIANCE OF SECRETARIAL STANDARDS

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI’) and that such systems were adequate and operating effectively.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its Officers or Employees, the details of which would need to be mentioned in the Board''s Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review no such instance has occurred.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review no such instance was occurred.

AWARDS AND RECOGNITION

During the year, your Company received the “Best Supplier award for consistent Performance” for its Sanand Plant and “Best DWM”, “Horizontal Deployment & “Outstanding Accomplishment Award” for its Pantnagar Plant from Tata Motors Limited (TML), the “Commitment to excellence as a valued supplier” by Tata Passenger Electric Mobility (TPEML), Moreover, our active participation in esteemed competitions such as the the Kaizen and Safety Competition facilitated by the Quality Circle Forum of India (QCFI), the National Level Poka-yoke Competition and the Kaizen circle competition hosted by the Confederation of Indian Industry (CII) further highlights our dedication to continuous improvement and adherence to stringent Quality and Safety Standards. Endeavours of your company have been acknowledged with over 262 awards in said Competitions.

FORWARD LOOKING STATEMENTS

Certain statements describing the Company''s Estimates, Projections, Expectations, Future Outlook, Industry Structure and Developments may be construed “Forward-Looking Statements” within the meaning of applicable Laws and Regulations. Actual results may differ materially from those either expressed or implied in this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Bankers, Customers, Suppliers and Members. Your Board would like to place on record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a very significant part in the Company''s Operations.

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Mar 31, 2024

The Directors take pleasure in presenting the Thirty-Fourth (34^th) Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31,2024. The Management Discussion and Analysis forms part of this Report.

FINANCIAL RESULTS - (All figures in Rs. Lakhs, unless stated otherwise)
Particulars	Financ 2023-24	al Year 2022-23
Revenue from Sale of Products / Services (Net)	88032.69	82,823.14
Other Income	89.94	233.61
Total Revenue	88122.63	83,056.75
Cost of Materials Consumed	68,894.41	67,019.59
Change in Inventories of Finished Goods and Works-in-progress	(639.70)	(395.09)
Employee Benefit Expense	4105.77	4,047,23
Other Expenses	10591.08	8,899.93
Earnings / (Loss) before Depreciation, Financial Charges and Tax (EBIDTA)	5171.07	3,485.09
Finance cost	1522.43	1,270.49
Depreciation and Amortization Expense	1631.63	1,382.07
Profit / (Loss) before exceptional item and Tax	2017.01	832.53
Exceptional items	-	-
Tax Expense / (Credit)	-	-
Profit/ (Loss) for the year	2017.01	832.53
Other Comprehensive Income (OCI)	(19.83)	4.67
Total Comprehensive Income/ (loss) (net of taxes)	1997.18	837.20

DIVIDEND

Considering current fund requirements of the Company, the Board of Directors of the Company has not recommended any dividend.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Board of Directors of the Company had formulated a Dividend Distribution Policy (''the Policy''). The Policy is available on the website of the Company at: https://autostampings.com/wp-content/uploads/2022/04/dividend-distribution-policv.pdf.

TRANSFER TO RESERVES IN TERMS OF THE COMPANIES ACT, 2013

Your Company has not transferred any amount to General Reserve Account under the Companies Act, 2013.

SHARE CAPITAL

The Paid-Up Equity Share Capital as on March 31, 2024 was '' 1,586.44 Lakhs comprising 15,864,397 Equity Shares of '' 10/- each. During FY 2023-24, your Company has neither issued any shares with differential voting rights nor has granted any Stock Options or Sweat equity. As on March 31, 2024, none of the Directors or the Key Managerial Personnel of the Company holds any equity shares of the Company or instruments convertible into equity shares of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS Global Economy

The baseline projection indicates that the World Economy will sustain a Growth Rate of 3.2 % throughout 2024 and 2025, mirroring the pace observed in 2023. Advanced economies are expected to experience a slight uptick in growth, with projections rising from 1.6 % in 2023 to 1.7 % in 2024 and further to 1.8 % in 2025. However, this modest acceleration will be counterbalanced by a minor deceleration in emerging market and developing economies, with growth rates expected to dip from 4.3 % in 2023 to 4.2 % in both 2024 and 2025.

In terms of Global Inflation, a steady decline is anticipated, starting from 6.8% in 2023 and decreasing to 5.9 % in 2024, followed by a further drop to 4.5 % in 2025. Advanced economies are projected to reach their inflation targets earlier compared to emerging market and developing economies. Core inflation is generally expected to exhibit a more gradual decline across the forecast period.

Indian Economy

According to the second advance estimate of national accounts by the Ministry of Statistics and Programme Implementation released on 29th February 2024, India''s full-year GDP growth rate for FY 2023-24 was estimated at 7.6% .

According to forecasts from the International Monetary Fund (IMF), India is projected to ascend to the position of the fourth-largest economy globally by 2025, advancing further to third place by 2027. The Gross Domestic Product (GDP) of India is anticipated to register a growth rate of 6.5 % in the Fiscal Year 2024-25. Notably, the Indian automotive industry is poised for robust expansion during the same period, as indicated by insights from the Economic Survey of 2023-24.

Furthermore, the Consumer Price Index (CPI) inflation for the fiscal year 2024-25 is estimated to stand at 4.5%, as outlined in a press release from the Reserve Bank of India dated February 22, 2024.

INDUSTRY STRUCTURE AND DEVELOPMENTS

As the Auto Industry registered a growth of 9.6 %. The Passenger Vehicle Segment, which includes Passenger Cars, Vans and Utility Vehicles, registered a growth of 6.9 %. Within this segment, while the Utility Vehicle Market grew at 22.8% the Van segment recorded a growth of 3.1%, and the Passenger Car Segment decreased by 9.4 %. The Commercial Vehicle Segment also registered a growth of 3%. Within the CV segment, the M&HCV segment registered a growth of 3.5% and LCV Segment registered a growth of 2.7%. The Two-wheeler segment registered a moderate growth of 10.3% and Three- wheeler segments registered a growth of 16 %.

The chart given below shows the production of various categories of vehicles during Fiscal Year 2023-24 vis-avis FY2022-23.

Category Segment	Production
	FY2022-23	FY2023-24	% Growth
Passenger Cars	21,84,844	19,79,911	-9.4%
Utility Vehicles (UVs)	22,61,749	27,77,051	22.8%
Vans	1,40,523	1,44,882	3.1%
Passenger Vehicles (PVs)	45,87,116	49,01,844	6.9%
M&HCVs	3,79,259	3,92,474	3.5%
LCVs	6,56,367	6,73,955	2.7%
Commercial Vehicles (CVs)	10,35,626	10,66,429	3.0%
Three Wheelers	8,55,696	9,92,936	16.0%
Two Wheelers	1,94,59,009	2,14,68,527	10.3%
Quadricycle	2,897	5,006	72.8%
Grand Total	2,59,40,344	2,84,34,742	9.6%
Source SIAM report Mar’24

OPERATIONS

The Company manufactures Sheet Metal Components, Welded Assemblies, Battery Trays Assemblies, Aluminium Cooling Tubes and Heavy Fabricated Parts specifically designed for use in Passenger and Commercial Vehicles segment, 2/3 Wheelers Segment, off-road segment. The Company has established expertise in development of Dies required for producing these products. It caters to Global Automotive Players, Tata Motors Limited, across their Passenger Vehicle, Commercial Vehicle, and Electric Mobility divisions/subsidiary companies , FIAT India Automobiles Private Limited, Ashok Leyland Limited, Piaggio Vehicles Private Limited, Tata Hitachi Construction Machinery Company Limited and JCB Heavy Products Limited. In addition, we cater supplies to Tata Autocomp Systems Limited, Tata Autocomp Gotion Green Energy Solutions Private Limited and Tata Autocomp Hendrickson Suspensions Private Limited. Through our ongoing commitment to quality and service, we look forward to maintaining these working relationships, and forging new partnerships in the future.

The Company currently operates 5 (Five) manufacturing facilities located at Chakan 1, Chakan 2, Pune (Maharashtra), Pantnagar (Uttarakhand), Sanand (Gujarat) and Jamshedpur (Jharkhand).

During the period under review, the Company successfully commenced operations at Two new Plants situated in Sanand (Gujarat) and Jamshedpur (Jharkhand).

Throughout the fiscal year, the Indian automotive original equipment manufacturers (OEMs), including the prominent anchor customer Tata Motors Limited, exhibited growth across all segments. This favorable performance, coupled with the introduction of new products such as battery trays and cooling tubes in FY 2022-23, facilitated 6.3% increase in the company''s revenue compared to the Previous Year.

OPPORTUNITIES:

a) Growth in Automotive Demand:

The following factors will contribute to growth in automotive demand, including introduction of new models by the Automotive OEMs.

The existing Geo-Political situation continues to impact the market, however the Auto Component Industry showed high resilience. There was strong demand (volumes) from OEMs. Some part of the Commercial Vehicle Segment saw slowdown in the latter half of the year. We expect the market to shift to “Green Technology Vehicles” and expect increase in volumes in our EV Businesses.

Considering the focus of the Government on infrastructure and growth in GDP, demand for Passenger and Commercial vehicles will be on rise.

Major factors driving the Automotive Industry positively are favourable Macroeconomic Factors like India''s Growing Economy, Rising Middle Class Income, Investment in Infrastructure and Robust Replacement Demand. In addition, this growth can also be attributed to a strong business case to replace old vehicles with vehicles conforming to BS-VI Emission Standards and designed for revised axle loads.

b) Affiliation with Market Leader

The Company''s Anchor Customers are Tata Motors Limited (CV Segment) and Tata Motors Passenger Vehicles Limited (TMPVL), Subsidiary Company of TML, a leading manufacturer of PVs in India. TMPVL has sold 5.74 Lakhs unit in Fiscal Year 2024 which indicates a growth of 6% over Fiscal 2023. Anchor customer has more than 65% market share in EVs.

Tata Motors Limited (CV Segment) sold 4.05 Lakhs units of commercial vehicles during Fiscal 2024 representing -ve growth of 4% over Fiscal 2023. Tata Motors Limited (CV Segment) continues to be market leader in Commercial Vehicle Segment with a market share of 38% in Fiscal Year 2024.

The Company is associated with Tata Motors Limited (CV Segment) and its Subsidiary Company TMPVL (PV Segment) in their growth journey as a reliable supplier.

c) Manufacturing Capability

During the previous year, the Company has started manufacturing of ''Battery Tray'' and ''Aluminium Cooling Tube” as part of Government''s “Atma Nirbhar Bharat” initiatives.

During the year under review, the Company has increased its manufacturing capacity for ''Battery Tray'' and ''Aluminum Cooling Tube'' to cater the increasing demand of EVs in the market.

The company has also increased its manufacturing capacity for heavy fabrication business in commercial vehicle segment.

Your company will continue to focus on EV businesses in coming years RISKS AND CONCERNS:

a) Concentrated Customer Base

The Company derives majority of its revenue from TML (CV Segment) and TMVPL and is striving to increase the share of business with them in terms of volume and new products. The Company has intensified its focus to diversify its customer base by focusing on other automotive OEM''s through new products and business development.

b) Rising Input Costs

The products manufactured by the Company consume mainly steel, where prices continue to fluctuate. While the Customer adjusts the price fluctuation, there is continuous pressure for reduction in conversion and other costs. Also, the minimum wages at Pune region has been inflated significantly in the current year. The Company has on going improvement initiatives, mainly conversion cost reduction, supply chain efficiency improvement and material yield improvement.

c) Skill Availability

The availability of trained manpower is a challenge particularly in the scenario of growing demand. Your Company focuses on recruitment and in-house skill development to address this Challenge. The Company has also undertaken the initiative to induct apprentices in large numbers and impart training to them for ensuring the required skill availability.

d) Supply Chain

With increased manufacturing footprints, Company is anticipating supply chain as a risk area and with continuous efforts, the Company has been able to establish the supplier base in the vicinity of manufacturing plants and taking all necessary measures to minimize the impact.

Your Company has systems in place to identify, assess, monitor and mitigate various risks. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed regularly at the Board Meetings.

2. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

Particulars	''(Lakhs)	''(Lakhs)	% to Sales	Year Ended March 31, 2023
	Year Ended March 31,2024	Year Ended March 31, 2023	Year Ended March 31, 2024
Sales	88032.69	82,823.14	100	100
Other Income	89.94	233.61	0.10%	0.28%
Total Income	88122.63	83,056.75
Expenses
Cost of materials consumed and change in finished goods and works in process.	68254.71	66,624.50	77.53%	80.44%
Employee benefits Expense	4105.77	4,047.23	4.66%	4.89%
Finance costs	1522.43	1,270.49	1.73%	1.53%
Depreciation and amortization expense	1631.63	1,382.07	1.85%	1.67%
Other expenses	10591.08	8,899.93	12.03%	10.75%
Total Expenses	86105.62	82,224,22	97.81%	99.28%
Profit before exceptional items and tax	2017.01	832.53	2.29%	1.01%
Exceptional item	-	-		-
Profit/Loss before Tax	2017.01	832.53	2.29%	1.01%

KEY NOTES:

a) Sales have increased by ?.5,209.55 Lakhs over last year (approximately 6.3%). As explained above, the improved performance of Automotive industry and consequent higher off-take by our OEM customers along with start of supply of new products has contributed to the increase. This volume increase was partly off-set by reduction in steel prices during the year, which has resulted in back to back decrease in our sales prices.

b) The percentage of material consumption to sales has improved during this year, mainly due to prudent product mix (mainly new products) and cost saving measure

c) The percentage of employee cost to sales has lowered as compared to last year mainly due to increase in sales in FY 2023-24. Despite the minimum wages for Pune area gone up significantly, improvement is attributable to continuous focus on productivity and rationalization measures and introduction of new products with better price realisation.

d) The percentage of other expenses to sales has increased from previous year FY 2022-23 mainly due to additional subcontract cost for new products program cost inflation in consumable.

e) Finance cost has increased due to additional working capital for increased sales and also due to increase in rate of interest owing to increased interest rates, consequent to movement in Repo rate by RBI. The Company has also managed working capital requirements effectively.

f) The operating profit margin (EBITDA) has improved mainly due to product mix (mainly new products) and volume increase. Besides there had been a continued focus on various initiatives including cost optimization through operational efficiency, and rationalization of existing operations.

KEY FINANCIAL RATIOS

Sr. No	Ratios	FY 2023-24	FY 2022-23	% Change
1	Debtors Turnover (times of sales)	15.09	24.3	-37.88%
2	Inventory Turnover (times of COGS)	11.60	14.5	-20.02%
3	Interest Coverage Ratio	2.32	1.7	40.45%
4	Current Ratio	0.70	0.59	18.25%
5	Debt Equity Ratio	-14.21	-3.02	369.88%
6	Operating profit margin (% to sales)	2.29	1.01	127.94%
7	Net profit margin (% to sales)	2.29	1.01	127.94%
8	Return on Capital Employed*	0.46	0.42	10.35%

DETAILS OF SIGNIFICANT CHANGES

1. Debtors Turnover Ratio has lowered as compared with FY 2022-23 due to increased sales in last quarter and certain overdue at year end which was realized subsequently.

2. Interest Coverage Ratio has improved as the Earnings before Interest and tax during the year have increased as explained in the discussion on Financial Performance above,

3. Debt Equity Ratio improved during the year. Debt Equity Ratio continues to be negative, as the company has negative net worth which has decreased from ? 2,734.22 Lakhs as at March 31,2023 to ? 737.04 Lakhs as at March 31, 2024.

4. Operating Profit Margin (Profit before exceptional items and tax improvement owing to Prudent Sales Mix and Improved Operational Efficiencies in terms of Alternate Sourcing and Various Productivity Measures in Materials and Manufacturing Expenses.

5. Net Profit Margin improvement is attributable to reasons as explained above.

6. *As the Net Worth is negative, Return on Net Worth cannot be calculated hence, Return on Capital Employed is given at March 31, 2024 and March 31, 2023.

The Management continues to focus on new products, cost reduction initiatives, and operational efficiencies.

COMPANY''S OWN TECHNOLOGY / PROCESSES / SYSTEM IMPROVEMENT PLAN

The Company with the support of OEM''s is exploring use of High Strength Steel for press component in order to provide light weight solution for the PV & EV segment. It has also embarked upon addition of Robotic welding capacity for the upcoming projects, which improves the product quality coupled with sustained drive to lower costs.

In growing EV segment, your Company will focus on light weighting of Battery Trays by introducing new materials and incidental and ancillary manufacturing processes.

SEGMENT-WISE PERFORMANCE

Your Company operates only in the Automobile Component Segment in the Domestic Market.

FUTURE OUTLOOK

The market has exhibited consecutive improvements over the past six quarters. The growth of the Auto Industry, which is predominantly influenced by infrastructure development and GDP growth, is anticipated to receive additional impetus from various Policy measures implemented by the Government.

For FY2025, the growth is anticipated to taper off to 5-7%, primarily due to an expected moderation in Domestic Volume Growth and a Subdued Outlook for Exports. However, the strategic initiatives taken by the Company in terms of new products and customer diversification would support growth. Further, increased supplies to new platforms resulting from vendor diversification initiatives by global Original Equipment Manufacturers (OEMs), enhanced value addition facilitated by heightened outsourcing by Global Tier-Is and OEMs, and potential aftermarket demand in overseas markets due to the aging of vehicles and increased sale of used vehicles, bode well for Indian auto component suppliers.

Over the Medium to Long Term, it is anticipated that opportunities in Electric Vehicles (EVs), Vehicle Premiumization, emphasis on indigenization and changes in regulatory norms will underpin steady growth for auto component suppliers, supported by higher content per vehicle.

Domestic OEM demand accounts for over 50% of sales for the Indian auto component industry, with expectations

for moderation in FY2025, particularly in the passenger and commercial vehicle segments.

The board anticipates a more fruitful year ahead, driven by increasing demand in the Passenger Electric Vehicle, Medium and Heavy Commercial Vehicle (M&HCV) Segments. The management is actively engaged in product development and customer acquisition under the guidance and leadership of the board members.

STATE OF COMPANY''S AFFAIRS

Discussion on state of Company''s affairs has been covered as part of the Management Discussion and Analysis. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established the framework of Internal Financial Controls and Compliance systems. These are subject to audits conducted by the internal auditors and reputed Accounting and Auditing firm, which are reviewed by the Audit Committee regularly. Based on such reviews, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.

RELATED PARTIES

Note No. 35 of the Financial Statements sets out the nature of transactions with Related Parties. Transactions with Related Parties are carried out in the Ordinary Course of Business and at Arm''s Length. The details of the transactions are tabled before the Audit Committee. Further details on this are explained in the Notice convening Annual General Meeting. None of the transactions with related parties falls under the scope of Section 188 (1) of the Companies Act, 2013. Hence, no particulars are being provided in Form AOC-2.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is not mandatorily required to spend any amount in view of the losses pertaining to previous periods. Your Company has however been undertaking CSR initiatives voluntarily. CSR Committee constituted in terms of Section 135 of the Companies Act, 2013 monitors the CSR activities undertaken by the Company as per CSR Policy. The CSR Policy has been uploaded on the website of the Company: httpsV/www.autostampings. com/financials/ASAL-CSR-Policy.pdf.

The employees from all plants of the Company voluntarily contribute their time by extending support to Tree Plantation, Orphanages/old age Homes, Schools, etc., to provide some companionship and succor to children and aged people.

ENVIRONMENT, HEALTH AND SAFETY

The Company is dedicated to providing a Safe, Secure, and Healthy Workplace, as outlined in our Health, Safety, and Environment (HSE) policy, which forms an integral part of our overarching wellness strategy. A comprehensive approach to safety has been adopted, with the implementation of the “Total Safety Culture” concept across all Operational Plants.

Two plants, Chakan-I and Pantnagar, have achieved certification for EMS ISO 14001:2015 and ISO 45001:2018, as well as recognition from the National Safety Council (NSC). Throughout the reporting period, all plants have placed particular emphasis on Wellness and Safety Initiatives, such as Safety Week Celebrations, Annual Medical Check-Ups, Road Safety Traffic Management within Plant Premises, and Blood Donation Camps. Daily wellness programs are conducted by Dispensary Staff and Monthly Programs overseen by the Group Chief Medical Officer.

The Company is currently in the process of implementing the “Tata Safety Health Management System.” Internal audits of Behavior-Based Safety Culture (BSC) for Health, Safety, and Environment are conducted quarterly at all plants, resulting in consistently high ratings. Additionally, safety training and awareness initiatives have been actively pursued throughout the year, with health check-ups and counselling sessions provided to employees by the Group Chief Medical Officer and other Competent Authorities.

Efforts to Strengthen Safety Protocols across all operations have been intensified, with regular Safety Drills and Audits conducted at all plants. Employees receive requisite safety training, and safety enforcement is rigorously monitored and same is effectively communicated to the employees and workers as well, through monthly Open Forum Meets

In order to reduce Carbon Footprint, Solar Power System has been installed at Chakan Plant and Pantnagar Plant. Other initiatives such as the reuse of Carton Boxes for packaging and Scrap Reduction are in place. Environmental, Social, and Governance (ESG) metrics are monitored monthly, with internal targets set for all parameters.

A Digital Reporting System, the “Near Miss App”, facilitates the tracking of Near-Miss incidents, resulting not only in a reduction in reportable accidents but also in first aid injuries and non-reportable accidents. Safety Competitions, Presentations on Safety Improvements, Environment Mock Drills, and Environment Day Celebrations are conducted to foster a Safe and Healthy work environment.

The Board of Directors receives regular updates on health, safety, and environmental matters, ensuring oversight and accountability at the highest level.

QUALITY INITIATIVES

Two Plants (Chakan I and Pantnagar) of your Company are certified under IATF and ISO 140001. The Company is implementing best practices based on Tata Business Excellence Module (TBEM) to build excellence in Business Operations.

Your Company has also initiated Total Quality Management (TQM) journey to strengthen Daily Management, Policy Management and Total Employee Involvement. Many improvement projects were carried out and Company has participated in External Competitions as well in this regard. During the year under review Model Line Project, “KAYAKALP” and Gurukul Training Center project was implemented with the help of Anchor Customers to improve quality performance.

“Gurukul Training Center” at Chakan I plant is specifically designed to train the newly joined workers on Quality, Safety and Operation front before they are put on Job.

During the year under review, your company has implemented Information Security Management System standard and received certification ISMS ISO 27001:2022.

DIRECTORS AND KEY MANAGERIAL PERSONNEL• APPOINTMENT OF DIRECTORS

Mr. Deepak Mahendra (DIN: 00213074), was appointed as an Additional Director in the capacity of Independent Director of the Company by the Board of Directors w.e.f. May 20, 2023. Appointment of Mr. Deepak Mahendra as Non-Executive Independent Director of the Company, not liable to retire by rotation was subsequently approved by the Members of the Company at 33^rd Annual General Meeting held on August 14, 2023.

Board of Directors of the Company at its Meeting held August 01, 2023 has appointed Mr. Arvind Goel (DIN:02300813) Non-Executive - Non-Independent Director as Chairman of the Board of Directors w.e.f. August 01, 2023 and Mr. Goel shall preside as the Chairman unless and otherwise decided by the Board.

• RETIREMENT / RESIGNATION / CESSATION OF DIRECTORS

Mr. Amit Dey, (DIN: 09750551) Non-Executive - Non-Independent Director will retire by rotation at the conclusion of the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

During the year, Mr. Pradeep Bhargava (DIN: 00525234) retired from the Board as a Chairman and Independent Director w.e.f July 21, 2023 after completing his second term of Four (4) years. Mr. Bhargava was appointed on Board in the year 2013.

• KEY MANAGERIAL PERSONNEL

During the year under review following are changes with respect to Key Managerial Personnel of the companies:

1. Mr. Jitendraa Dikkshit, Manager designated as Chief Executive Officer of the Company resigned from his post w.e.f April 30, 2023, due to personal reasons.

2. On recommendation of Nomination and Remuneration Committee, Board of Directors of the Company at its meeting held on March 17, 2023 subject to approval of the Members of the Company and Central Government, if any, had approved the appointment of Mr. Suhas Dode as Manager designated as Chief Executive Officer - (Key Managerial Personnel) of the Company for 5 (Five) years w.e.f. May 01,2023 to April 30, 2028.

Appointment of Mr. Suhas Dode, was subsequently approved by the Members of the Company at 33^rd Annual General Meeting held on August 14, 2023.

3. On recommendation of Nomination and Remuneration Committee, Board of Directors of the Company at its meeting held on April 28, 2023, appointed Mr. Shrikant Joshi, as Company Secretary and Compliance officer (Key Managerial Personnel) of the Company w.e.f. April 28, 2023.

During the period under review, there were no other changes in the Composition of Board of Directors and Key Managerial Personnel of the Company, except as disclosed above.

EVALUATION OF DIRECTORS, THE BOARD & ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Guidance Note on Board Evaluation issued by SEBI on January 5, 2017, the Board has carried out the Annual Performance Evaluation for FY 2023-24 of (a) its own performance; (b) the Directors individually; and (c) the working of its Committees viz. ''Audit Committee'', ''Nomination and Remuneration Committee'', ''Corporate Social Responsibility Committee'', ''Stakeholders Relationship Committee'', and the ''Risk Management Committee''. The details of evaluation process have been explained in the Corporate Governance Report.

REMUNERATION POLICY

The details of the Remuneration Policy as approved and adopted by Board are stated in the Corporate Governance Report.

POLICY W.R.T. QUALIFICATIONS, ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has adopted the Guidelines on Board Effectiveness (“Governance Guidelines” or “Guidelines”) which inter-alia cover the criteria for determining Qualifications, Attributes And Independence Of A Director. The details of the Policy are stated in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) that :

a. they meet the criteria of independence and fulfill the conditions specified in Section 149 (6) of the Companies Act, 2013 and of Listing Regulations and are independent of management.

b. they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence pursuant to Regulation 25 of the Listing Regulations.

c. they have complied with the requirement of inclusion of their name in the Data Bank maintained by Indian Institute of Corporate Affairs as envisaged under Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, as applicable and they hold valid registration certificate with Data Bank of Independent Directors.

BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the year are given in the Corporate Governance Report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

During the year under review, the total borrowings as at March 31,2024 stood at ? 4,599.25 Lakhs as compared to ? 4,600 Lakhs as at March 31, 2023. No other material changes and commitments occurred which might adversely affect the financial position of the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There are no Loans, Guarantees or Investments made by Company under Section 186 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted Deposits under Chapter V of the Companies Act, 2013 during the year under review. No amount on account of Principal or Interest on Deposit from Public was outstanding as on March 31, 2024.

CORPORATE GOVERNANCE

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance along with the Certificate of Compliance from the Auditors forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and Compliance Systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors including audit of Internal Financial Controls over Financial Reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the corresponding Internal Financial Control were adequate and effective during the FY 2023-24.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their Knowledge and Ability, confirm that:

1. in the preparation of the Annual Financial Statements for the year ended March 31, 2024, the applicable Accounting Standards have been followed and there are no material departures;

2. Accounting Policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the Profit of the Company for the year ended on that date;

3. proper and sufficient care have been taken for the maintenance of Accounting Records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing & detecting fraud and/ or other irregularities;

4. the Annual Accounts have been prepared on a going concern basis;

5. Internal Financial Controls have been laid down by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

6. proper systems have been devised to ensure Compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 as Annexure I to this Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on Company''s website at www.autostampings.com.

PERSONNEL

At the end of March 31, 2024, your Company had 497 employees (excluding trainees and apprentices) as compared to 465 employees as on March 31, 2023.

Your Company accords high importance in building and sustaining healthy employee engagement with the aim of achieving competitive productivity and harmonious work environment. The industrial relations during the year remained peaceful. With a view to ensure prompt resolution of employee''s grievances, various Committees have been set up under the capable Chairmanships which are guided by Functional Heads/ Department Heads e.g. Works Committee, Health, Safety and Environment Committee, Prevention of Sexual Harassment Committee (POSH) etc.

The functioning of these Committees are regularly reviewed by the Management and the Board is also updated regularly. Your Company has HR help desk to resolve grievances/day to day issues of employees within time bound manner. This results in maintaining transparent culture and help to increase satisfaction level of the employees. Considering the competitive market scenario, it has become essential to have substantial improvement in the productivity on the shop floor.

Your Company has been implementing Total Productive Maintenance (TPM), World Class Quality System (WCSQ), Kaizen and other various systems to improve overall performance of all plants.

Information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure II to this Report.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) (i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given since there is no employee who received remuneration in excess of the limits prescribed therein.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Members interested in obtaining the same may write to the Company Secretary at e-mail - [email protected]. None of the employee listed in the said Annexure is related to any Director of the Company.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Your Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action. Awareness Programmes were conducted at various plants of the Company.

Your Company has not received any complaint of sexual harassment during the financial year 2023-24.

RISK MANAGEMENT

The details of Risk Assessment framework are set out in the Corporate Governance Report forming part of the Board''s Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a vigil mechanism. The details of the same are explained in the Corporate Governance Report and also posted on the website of the Company.

NAMES OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company did not have any subsidiaries, associates or joint ventures during the year under review. AUDITORS

1. STATUTORY AUDITORS

At the 32^nd AGM held on June 09, 2022, pursuant to the provisions of the Act and the Rules made thereunder, B S R & Co. LLP, Chartered Accountants, Pune (Firm Registration no. 101248W/W-100022) were appointed as Statutory Auditors of the Company, to hold office for a period of 5 (Five) years from the conclusion of 32nd AGM held on June 09, 2022 till the conclusion of 37th AGM to be held in FY 2027-28.

The Statutory Auditors'' Report for FY 2023-24 on the financial statement of the Company forms part of this Annual Report.

There are no Qualifications, Reservations or Adverse Remarks made by the Statutory Auditors in their Audit Reports on the financial statements for the year ended March 31, 2024. The Observations of the Statutory Auditors in their Reports are self-explanatory and therefore Directors don''t have any further comments to offer on the same.

2. 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, the Board of Directors had appointed M/s. SVD & Associates, Practicing Company Secretaries, Pune for conducting Secretarial Audit of the Company for FY 2023-24.

The Report of the Secretarial Audit is annexed herewith as Annexure III to this Report. There are no Qualifications, Reservations or Adverse Remarks or Disclaimer in the said Report except as;

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

1. Pursuant to Regulation 21 (3C) of SEBI LODR, the gap between two consecutive Risk Management Committee Meetings (RMC meeting) held on November 13, 2022 and August 01, 2023 exceeded 180 days. Subsequent RMC meetings of the Company were held on October 26, 2023 and January 25, 2024 which were in due compliance.”

COMMENT OF THE BOARD:

The Company has duly constituted the Risk Management Committee. As explained in the report of the Secretarial Auditors, this anomaly has been noted and is duly corrected in subsequent RMC Meetings which were held on October 26, 2023 and January 25, 2024.

Pursuant to Listing Regulations read with SEBI circular No. LIST/COMP/14/2018 dated June 20, 2018, a Certificate from M/s. SVD & Associates, Practicing Company Secretaries, Pune, that none of the Directors on the Board of the Company have been Debarred or Disqualified from being appointed or continuing as Directors of Companies by the Board/Ministry of Corporate Affairs or any such Statutory Authority is annexed to Corporate Governance Report as Annexure I.

3. COST AUDITOR

The Cost Audit under provisions of Section 148 of the Companies Act, 2013 is not applicable to the Company. Hence the Company has not conducted the Cost Audit for the Financial Year 2023-24.

Maintenance of Cost Records has been specified by the Central Government under section 148 (1) of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 for the business activities carried out by the Company, accordingly company has maintained Cost Records.

COMPLIANCE OF SECRETARIAL STANDARDS

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI’) and that such systems were adequate and operating effectively.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its Officers or Employees, the details of which would need to be mentioned in the Board''s Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review no such instance has occurred.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year under review no such instance was occurred.

AWARDS AND RECOGNITION

During the year, your Company received the “Best Supplier award in Delivery Performance” from Tata Motors Limited (TML). Moreover, our active participation in esteemed competitions such as the “Quality Circle Competition” organized by the Automotive Component Manufacturers Association of India (ACMA), the Kaizen and Safety Competition facilitated by the Quality Circle Forum of India (QCFI), and the 15^th CII National Level Poka-yoke Competition hosted by the Confederation of Indian Industry (CII) further highlights our dedication to continuous improvement and adherence to stringent Quality and Safety Standards. Endeavors of your company have been acknowledged with over fifty awards in said Competitions.

FORWARD LOOKING STATEMENTS

Certain statements describing the Company''s Estimates, Projections, Expectations, Future Outlook, Industry Structure and Developments may be construed “Forward-Looking Statements” within the meaning of applicable Laws and Regulations. Actual results may differ materially from those either expressed or implied in this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Bankers, Customers, Suppliers and Members. Your Board would like to place on record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a very significant part in the Company''s Operations.

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Mar 31, 2019

Dear Members,

The Directors take pleasure in presenting the Twenty Ninth Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2019. The Management Discussion and Analysis forms part of this Report.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	Financial Year
	2018-19	2017-18
Revenue from Sale of Products / Services (Net)	48,127.53	33,055.34
Other Operating Revenue	39.71	24.43
Other Income	199.11	4.56
Total Revenue	48,366.35	33,084.33
Cost of Materials Consumed (including change in inventories)	36,186.49	26,060.56
Employee Benefit Expense	3,750.00	3,468.36
Other Expenses	7,066.90	6,060.29
Earnings / (Loss) before Depreciation, Financial Charges and Tax (EBIDTA)	1,362.96	(2,504.88)
Finance cost	1,650.05	1,147.84
Depreciation and Amortization Expense	975.66	1,003.37
Profit / (Loss) before exceptional item and Tax	(1,262.75)	(4,656.08)
Exceptional items	-	-
Tax Expense / (Credit)	-	-
Profit/ (Loss) for the year	(1,262.75)	(4,656.08)
Other Comprehensive Income (OCI)	(1.29)	8.17
Total Comprehensive Income/ (loss) (net of taxes)	(1,264.04)	(4,647.91)

DIVIDEND

Due to the loss during the year, the Board of Directors of the Company has not recommended any dividend.

TRANSFER TO RESERVES IN TERMS OF THE COMPANIES ACT, 2013

Due to the loss during the year, your Company has not transferred any amount to General Reserve Account under the Companies Act, 2013.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2019 was Rs. 1586.44 Lakhs comprising of 15,864,397 equity shares of Rs.10 each. During FY 2018-19, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2019, none of the Directors or the Key Managerial Personnel of the Company holds instruments convertible into equity shares of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian Automobile Industry is made up of Original Equipment Manufacturers (OEMs) i.e. Automobile manufacturers and auto component manufacturers.

The Automobile Industry is a growing sector in India with global majors having set up their facilities here. The Industry has been continually evolving and absorbing newer technologies in order to align itself with global developments.

India is expected to emerge as the world''s third-largest passenger-vehicle (currently at 4th position) market by 2021. It took India around seven years to increase annual production to four million vehicles from three million vehicles. However, the next milestone five million is expected in less than five years. Hitting that mark will depend on today''s rapid economic development continuing, with a projected annual GDP growth rate of 7 percent through 2020, ongoing urbanization, a burgeoning consuming class, and supportive regulations and policies.

The Auto Components Industry in India comprises of Tier One manufacturers who supply complete component modules to OEMs, Tier Two manufacturers who cater to Tier One manufacturers and Tier Three manufacturers who supply components to Tier Two manufacturers. The Industry is divided into five segments viz. engine parts, transmission drive & steering parts, suspension & brake parts, electric parts and body & chassis. The fortunes of the Auto Components Industry are closely linked with those of the OEMs and must be agile to adopt the changes in technology. Apart from this, it has to continuously raise the quality and delivery performance in stride with the requirements of OEMs.

Auto component manufacturers would need to keep pace with the changing needs of automotive OEMs, who in turn are coping with the dynamic expectations of the end customer, consolidation of platforms to reduce complexity and cost. These trend includes:

a) Constantly shifting market dynamics due to changing, customer demands and operating models.

b) The changing needs of OEMs, who are likely to want different, more agile and just in time deliveries.

c) An evolving regulatory and trade environment forming the backdrop for it all.

In FY 2018-19, Auto Industry witnessed a growth of 6.26 per cent. The Passenger Vehicle segment registered a meager growth of 0.14 per cent which includes passenger car vehicles and utility vehicles. Within this segment, the Utility vehicle market grew at 0.48 per cent and Van segment grew at 20.61 per cent, whereas the Passenger Car segment recorded a negative growth of 1.33 per cent. The Commercial Vehicle segment grew by 24.20 per cent driven by M&HCV segment which grew by 28.91 per cent and LCV segment grew by 21.26 per cent. The Two wheeler segment registered a growth of 5.82 per cent, whereas the three wheeler segment registered a growth of 24.12 per cent.

GDP growth of Indian economy is estimated to be around 7.2 per cent. (Source: RBI)

The chart given below shows the production of various categories of vehicles during FY2018-19 vis-a-vis FY2017-18.

Segment	FY2018-19	FY2017-18	% Growth
Passenger cars	27,10,057	27,46,658	(1.33)
Utility vehicles	10,98,578	10,93,346	0.48
Vans	2,17,412	1,80,263	20.61
Passenger Vehicles	40,26,047	40,20,267	0.14
M&HCVs	4,44,202	3,44,592	28.91
LCV	6,67,974	5,50,856	21.26
Commercial vehicles	11,12,176	8,95,448	24.20

Three Wheelers	12,68,723	10,22,181	24.12
Two wheelers	2,45,03,086	2,31,54,838	5.82
Quadricycle	5,388	1,713	214.54
Total of All Categories	3,09,15,420	2,90,94,447	6.26

Source SIAM report

The Indian Auto Components Ancillary Industry continues to face adverse headwinds to maintain volumes and margins. Your Company operates in Sheet Metal Components, Assemblies and Sub-assemblies segment of the Auto Components Industry. It manufactures a range of sheet metal components and assemblies for the Automobile Industry and is a Tier One auto components supplier.

OPERATIONS

During the period under review, your Company has four manufacturing facilities at Bhosari, Chakan - Pune (Maharashtra), Halol (Gujarat) and Pantnagar (Uttarakhand).

During the period under review, your Company has;

a) Shifted its Registered Office with effect from December 28, 2018 for better administrative control from ‘G-71/2, MIDC, Industrial Area, Bhosari, Pune: 411026, Maharashtra, India'' to ‘TACO House, Plot No- 20/B FPN085, V.G. Damle Path, Off Law College Road, Erandwane, Pune: 411004, Maharashtra, India''.

b) Shifted manufacturing operations located at Bhosari in order to achieve operational efficiency and productivity improvements from ‘G-71/2, MIDC, Industrial Area, Bhosari, Pune: 411026, Maharashtra, India'' to new leased premises located at ‘Survey No. 679/2/2, Alandi Road, Kuruli, Chakan, Taluka - Khed, District- Pune: 410 501, Maharashtra, India''.

The Board of Directors of your Company vide Resolution dated January 15, 2019 approved transfer of rights in the leasehold land alongwith building located at G-71/2, MIDC, Industrial Area, Bhosari, Pune: 411026, Maharashtra subject to necessary approvals from concerned authorities and accordingly entered into Memorandum of Understanding (MOU) wrt aforesaid transaction. Your Company is in process of getting various approvals from concerned authorities including MIDC permission and the said approval is expected to be received shortly.

Your Company''s sales showed substantial improvement during the current financial year on account of new launches of models by OEMs which is partially offset due to decline in sales of older models.

During FY 2018-19 your Company has received additional business from OEMs in Passenger Vehicle / Utility Vehicle Segment and Commercial Vehicles Segment. Sales of your Company has grown due to ramp up of new businesses and higher off take from key customers. Therefore the capacity utilization of your Company was better as compared to last year. During the financial year 2018-19, the manufacturing costs increased due to increase in sales and change in product mix. However to minimize the impact, your Company has taken various cost reduction initiatives to enhance productivity and improve operational efficiencies. The Management is confident that the cost reduction initiatives and operational efficiencies are sustainable. Your Company has been aggressively managing its net working capital and was able to keep it under control.

Apart from the cost reduction programmes, your Company has been aggressively pursuing new business opportunities in Utility Vehicle segment, Commercial Vehicles Segment both in Heavy and Light Commercial Vehicles and Three Wheeler Segment by targeting greater share of business from existing Customers. This will not only increase the sales but also will help to reduce the dependency on one segment resulting in reducing overall risk.

Your Company is focused on achieving volume growth, reduction in costs and improving product portfolio. These measures will continue to drive improvement in your Company''s business. Your Company is exploring opportunities to participate in LCV and M & HCV segment by pursuing new business opportunities with existing and new Customers.

Further your Company is also working with Customers for supplying products in off -road segment.

INCOME AND EXPENDITURE

During the year under review, the net Sales increased by 45.61 per cent to Rs. 48167.24 Lakhs as compared to previous year primarily due to increase in Customer volumes in few models leading to higher component, tooling sales and services. Other operating income increased from Rs. 24.43 Lakhs to Rs. 39.71 Lakhs. Other income mainly consists of refund of GST under Budgetary Support Scheme of Rs. 108.70 Lakhs, gain on sale of assets of Rs. 44.75 Lakhs, foreign exchange gain (net) of Rs. 18.81 Lakhs and interest income of Rs. 23.84 Lakhs.

Cost of materials consumed (including change in stock) as a percentage to sales decreased by 3.65 per cent to 75.12 per cent due to various cost reduction initiatives undertaken by your Company like negotiations with customers and vendors, blank optimisation, increase in CTS (Cut to Size) Coil ratio and change in the product mix. The Management has been taking continuous steps to improve material yield.

Employee benefits expense increased by 8.12 per cent as compared to previous year due to changes in manpower requirements and introduction of new Programmes by OEMs.

Other Expenses comprising Administration and Selling Expenses have increased to Rs. 7,066.90 Lakhs largely due to increase in costs related to rent and leasing, logistic costs, freight and forwarding charges, rates and taxes, power and fuel, packing materials, machinery repairs and maintenance, consultancy fees etc. During FY 2018-19, Finance cost increased to Rs. 1,650.05 Lakhs due to increased borrowings.

Your Company is taking various initiatives on productivity improvements and cost reduction Programmes.

Key Financial Ratios

Sr. No.	Ratios	31.3.2019	31.3.2018	% CHANGE
1	Debtors Turnover	12.06	10.49	15%
2	Inventory Turnover	26.92	31.32	(14%)
3	Interest Coverage Ratio	0.83	(2.18)	138%
4	Current Ratio	0.51	0.41	23%
5	Debt Equity Ratio	6.98	5.64	24%
6	Operating Profit Margin (%)	0.80%	(10.61%)	108%
7	Net Profit Margin (%)	(2.62%)	(14.08%)	81.37%
8	Return on Net Worth (%)	(30.39%)	(161.05%)	81.13%

Notes:

1. Increase in EBDIT resulted in better interest coverage ratio in FY 18-19 as compared to FY 17-18.

2. During the year under review, the net Sales increased by 45.61 per cent as compared to previous year primarily due to increase in Customer volumes in few models leading to higher component, tooling sales and services. This led to better utilisation of resources resulting in better operating profit margin, reduction in loss and thus improved net profit margin in FY 18-19 as compared to FY 17-18.

3. Increase in EBT resulted in better net profit margin in FY 18-19 as compared to FY 17-18.

4. The net worth has substantially improved by 81.13% in the FY 18-19 due to reduction in losses in comparison to FY 17-18.

OPPORTUNITIES AND THREATS

- Investment in Technology / Process:

To meet the Customer''s expectations, it is important for the automotive industry to continuously upgrade its technology and processes. Your Company is also upgrading its technology to participate in new vehicle programmes launched by Customers. Your Company has invested in automation in Weld Shop for various new programmes especially at Chakan plant.

The auto industry is growing moderately and the major customers of your Company have launched new models in the market to regain position in their respective segments.

The profitability of the Indian Auto Components Industry is likely to continue to be subdued due to pricing pressures from OEMs.

- Company’s own technology / processes / system improvement plan:

Your Company is undertaking various new technology initiatives, process upgradation and system enhancements like installation of Robotic Welding Lines for new Customer programmes at Chakan and Pantnagar plants,

During the year under review, you Company has initiated the process of migration and up gradation of its current SAP version to latest version “SAP S/4 HANA”. SAP S/4 HANA is a combination of Database, Hardware and Software for fast & quick computation. Migrating to the SAP S/4 HANA will allow your Company for a digital transformation The same is expected to ‘go live'' in FY 2019-20.

Programme Management for new Projects is being tracked through ‘SAP - Programme Management Module''. This will further improve the productivity and potential for acquiring new businesses from existing and new customers. This will not only enhance the capacity utilisation but also broaden the customer base and introduction into new business segments.

SEGMENT-WISE PERFORMANCE

Your Company operates only in the Automobile Component Segment in the Domestic Market.

FUTURE OUTLOOK

According to outlook of SIAM, in FY 2019-20, passenger vehicle sales are projected to grow between 3-5 per cent and commercial vehicle at 10-12 per cent. The three wheeler segment is pegged to grow between 7-9 per cent.

It is expected that PV segment will witness muted growth, postponement of purchases and pessimistic consumer sentiment. LCVs Segment is expected to grow in FY 19-20 due to replacement demand of old vehicles. MHCV segment in FY 19-20 is expected to be impacted by revised Axle norm increasing freight capacity, weak demand and expected lower diesel prices. Driving this growth will be overall infrastructure and Gross domestic product that is estimated to grow at 7 perc ent during FY20. Other reason cited for growth are pre-buying of BS-IV vehicles in FY20 before BS-VI implementation and several new launches in the current fiscal year. Auto Industry growth story will likely to remain intact with GDP growth outlook and infrastructure expenditure.

However, despite positive outlook projections, key concerns relate to below normal monsoons, rise in commodity price, recent repo rate cut by RBI and dipped consumer sentiment continue to be challenges for the auto industry.

RISKS AND CONCERNS

Your Company has systems in place to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed regularly at Audit Committee meetings.

Risks Identified and Mitigating actions:

- Concentrated Customer Base: Your Company has taken steps to mitigate this risk by business development activities to enhance the customer base and striving to increase share of business with existing customers where Company''s share is low.

- Skill Availability: Your Company focuses on recruitment and in-house skill development to address this challenge.

- Rising input costs: Rising input costs are a risk and hence, your Company has on going improvement initiatives like conversion cost reduction, supply chain efficiency improvement and material yield improvement.

Your Company is working diligently to mitigate the above risks and concerns.

STATE OF COMPANY’S AFFAIRS

Discussion on state of Company''s affairs has been covered as part of the Management Discussion and Analysis.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. Your Company has developed internal control systems by documenting procedures covering financial and operating functions. These systems are providing a reasonable assurance with regard to its financial and operations controls. The Audit Committee satisfied itself of the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed.

Some significant features of the internal control systems are:

- SAP is used for control of all transactions including finance, materials, dispatch, quality, costing etc. across all locations.

- A detailed preparation and subsequent monitoring of both Annual Budgets & Capital Expenditure budgets for all its functions.

- Internal audits are conducted by external auditors and they audit all aspects of business based on audit programmes finalized by the Audit Committee.

- Review of the financial performance by Audit Committee.

RELATED PARTIES

Note No. 35 of the Financial Statements sets out the nature of transactions with Related Parties. Transactions with Related Parties are carried out in the ordinary course of business and at arm''s length. The details of the transactions are tabled before the Audit Committee. Further details on this are explained in the Corporate Governance Report. None of the transactions with related parties falls under the scope of Section 188 (1) of the Companies Act, 2013. Hence, no particulars are being provided in Form AOC-2.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of the Companies Act, 2013, and Rules made there under, amended from to time, your Company is not mandatorily required to spend any amount in view of the losses. Your Company has however been undertaking CSR initiatives voluntarily. CSR Committee constituted in terms of Section 135 of the Companies Act, 2013 monitors the CSR activities undertaken by the Company as per CSR Policy. The CSR Policy has been uploaded on the website of the Company: www.autostampings.com. The employees from all plants of the Company voluntarily contribute their time by visiting orphanages/ old age homes, schools, etc. to provide some companionship and succour to children and aged people. Your Company identifies employable local youth and provides training to them under their Skill Development Centre.

ENVIRONMENT, HEALTH AND SAFETY

Your Company is committed to provide a safe, secure and healthy workplace and this has been documented in the Health, Safety and Environment (HSE) policy which is part of the Overarching Wellness strategy of your Company. Your Company has therefore adopted a comprehensive approach to implement this by adopting ‘Total Safety Culture'' concept across its operations. All the Plants of your Company have been certified for EMS 14001 and OHSAS 18001 and National Safety Council (NSC). During the period under review, Company''s Bhosari plant received ‘Certificate of Appreciation'' from NSC. All plants are especially focused on the wellness initiative and monthly wellness program have been conducted by Group Medical Chief.

Your Company has engaged the British Safety Council (BSC) for certification. Your Company is in process of getting BSC Certification in the FY 2019-20. Internal Audits of BSC for health, safety and environment have been conducted at all Plants every quarter and training and awareness initiatives have been undertaken. Health checks and counselling are extended to employees.

During the year, the approach to safety has been further strengthened in all operations of your Company. Regular safety drills and safety audits are conducted at all plants. The requisite training is provided to the employees in Safety.

Your Company has taken initiatives to reduce its carbon footprint by reducing power consumption and selling steel scrap to be reprocessed and sold. Thermography Survey was conducted to reduce electricity / power consumption Overheating.

There is a continued focus on tracking of “near miss” incidences which has resulted not only in reduction of reportable accidents but even in first aid injuries and non- reportable accidents. Safety competitions, presentations on safety kaizens, mock drills, etc. are conducted for achieving a safe and healthy work environment.

Your Board of Directors are regularly updated on Health, Safety and Environment related matters.

QUALITY INITIATIVES

All the manufacturing Plants of your Company are certified under TS 16949 and ISO 14001. Your Company has been implementing the Tata Business Excellence Model to build excellence in its business operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

- Appointment of Directors

During the year under review, the Board made the following appointments based on the recommendations of Nomination and Remuneration Committee. In compliance with the provisions of Companies Act, 2013, the appointment of following Directors is being placed before the Members in the ensuing Annual General Meeting for their approval.

- Re-appointment of Mr. Pradeep Bhargava (DIN: 00525234) as Non-Executive Independent Director to hold the office for a second term of 4 (four) consecutive years on the Board of the Company from July 22, 2019 to July 21, 2023.

- Re-appointment of Ms. Rati Forbes (DIN: 00137326) as Non-Executive Independent Director to hold the office for a second term of 1 (one) consecutive year on the Board of the Company from July 22, 2019 to July 21, 2020.

As per the provisions of Section 149 of the Act, they will not be liable to retire by rotation. Members are requested to refer to Item Nos. 5 and 6 of the Notice of the 29th Annual General Meeting and the Explanatory Statement for details of their qualifications and experience.

- Appointment of Mr. Shrikant Sarpotdar (DIN: 01800442) as an Additional Director designated as Non-Executive Independent Director of the Board with effect from April 24, 2019 to hold office upto the date of ensuing Annual General Meeting. Pursuant to the provisions of Section 161 of the Companies Act, 2013 and Article 37 of the Articles of Association of the Company, Mr. Shrikant Sarpotdar is eligible for appointment as Non-Executive Independent Director of the Company. His appointment is for a term of 5 (five) consecutive years commencing from April 24, 2019 up to April 23, 2024. As per the provisions of Section 149 of the Act, he will not be liable to retire by rotation. Members are requested to refer to Item No.7 of the Notice of the 29th Annual General Meeting and the Explanatory Statement for details of his qualifications and experience.

- Appointment of Mr. Sanjay Sinha (DIN: 08210898) and Mr. Arvind Goel (DIN 02300813) as Additional Directors designated as Non-Executive and Non-Independent Directors of the Board with effect from October 26, 2018 and January 21, 2019 respectively to hold office upto the date of ensuing Annual General Meeting. Pursuant to the provisions of Section 161 of the Companies Act, 2013 and Article 37 of the Articles of Association of the Company, Mr. Sanjay Sinha and Mr. Arvind Goel vacates office and are eligible for appointment as Non-Executive Directors of the Company liable to retire by rotation.

- Retirement of Directors

Mr. Deepak Rastogi (DIN: 02317869) retired by rotation and was re-appointed in the 28th Annual General Meeting held on June 05, 2018. Mr. Bharat Parekh (DIN: 01521346) will retire by rotation at the conclusion of the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

In accordance with the Group retirement policy for Board of Directors the following Directors retired during the period under review:

1. Mr. Ajay Tandon (DIN: 00128667) and Mr. Harish Pathak (DIN: 02426760) retired as NonExecutive Directors of the Company, from the close of working hours of September 4, 2018 and December 31, 2018 respectively on attaining the age of retirement in accordance with Governance Guidelines on Board Effectiveness adopted by the Company.

2. Mr. Ramnath Mukhija, (DIN: 00001653) Non-Executive Independent Director and Chairman on the Board, retired from the close of working hours i.e. February 04, 2019, on attaining the age of retirement in accordance with Governance Guidelines on Board Effectiveness adopted by the Company.

The Board of Directors placed on record its sincere appreciation for the valuable guidance and immense contributions made by Mr. Ajay Tandon, Mr. Harish Pathak and Mr. Ramnath Mukhija during their tenure as Directors of the Company and wished them well for future endeavors.

The Board appointed Mr. Pradeep Bhargava, Non-Executive Independent Director as the Chairman of the Board wef April 24, 2019.

- Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are: Mr. Neeraj Shrivastava, Manager designated as Chief Executive Officer, Mr. Easwaran S., Chief Financial Officer and Mr. Ashutosh Kulkarni, Company Secretary.

During the period under review, Mr. Prashant Mahindrakar resigned as a Manager designated as Chief Executive Officer of the Company with effect from close of working hours of August 5, 2018 to take up new responsibility with another TATA Company. The Board placed on record its sincere appreciation for valuable contribution made by him during his tenure with the Company.

Mr. Neeraj Shrivastava was appointed as Manager designated as Chief Executive Officer of the Company for a term of 3 years w.e.f. August 6, 2018. The approval of the Members will be obtained for his appointment and remuneration at the ensuing Annual General Meeting. Members are requested to refer to Item No. 8 of the Notice of the Annual General Meeting and the Explanatory Statement for details

During the year, Mr. Anubhav Maheshwari resigned as Chief Financial Officer of the Company with effect from close of working hours of November 14, 2018. The Board placed on record its sincere appreciation of the services rendered by him during his tenure with the Company.

Mr. Easwaran S. has been appointed as Chief Financial Officer of the Company w.e.f. January 21, 2019.

EVALUATION OF DIRECTORS, THE BOARD & ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Guidance Note on Board Evaluation issued by SEBI on January 5, 2017, the Board has carried out the annual performance evaluation for FY 2018-19 of (a) its own performance; (b) the Directors individually; and (c) the working of its Committees viz. ‘Audit Committee'', ‘Nomination and Remuneration Committee'', ‘Corporate Social Responsibility Committee'' and the ‘Stakeholders Relationship Committee''. The details of evaluation process have been explained in the Corporate Governance Report.

REMUNERATION POLICY

The details of the Remuneration Policy as approved and adopted by Board are stated in the Corporate Governance Report.

POLICY WRT QUALIFICATIONS, ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has adopted the Guidelines on Board Effectiveness (“Governance Guidelines” or “guidelines”) which inter-alia cover the criteria for determining qualifications, attributes and independence of a Director. The details of the Policy are stated in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 and SEBI Listing Regulations that :

a) they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

b) they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence pursuant to Regulation 25 of the Listing Regulations.

BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the year are given in the Corporate Governance Report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There are no loans, guarantees or investments made by Company under Section 186 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted deposits under Chapter V of the Companies Act, 2013 during the year under review. No amount on account of principal or interest on deposit from public was outstanding as on March 31, 2019.

CORPORATE GOVERNANCE

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance along with the Certificate of Compliance from the Auditors forms part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2018-19.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm that:

1. in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable accounting standards have been followed and there are no material departures;

2. accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the loss of the Company for the year ended on that date;

3. proper and sufficient care have been taken for the maintenance of accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing & detecting fraud and/or other irregularities;

4. the annual accounts have been prepared on a going concern basis;

5. internal financial controls have been laid down by the Company and that such internal financial controls are adequate and are operating effectively; and

6. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 as Annexure I to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of Companies (Management and Administration) Rules, 2014 as amended from time to time, the extract of Annual Return in Form MGT-9 is annexed as Annexure II to this Report.

PERSONNEL

At the end of March, 2019, your Company had 591 employees (excluding trainees and apprentices) as compared to 585 employees as on March 31, 2018.

Your Company accords high importance in building and sustaining healthy employee engagement with the aim of achieving competitive productivity and harmonious work environment. The industrial relations during the year remained peaceful. With a view to ensure prompt resolution of employee''s grievances, various Committees have been set up under the capable Chairmanships which are guided by Functional Heads / Department Heads e.g. Works Committee, Health, Safety and Environment Committee, Prevention of Sexual Harassment Committee (POSH) etc. The functioning of these Committees are regularly reviewed by the Management and the Board is also updated regularly. During the year, the Employee Engagement Survey has been carried out which had shown significant improvement from 37 per cent in year 2013 to 84 per cent in year 2018.

Your Company has HR help desk to resolve grievances/day to day issues of employees within time bound manner. This results in maintaining transparent culture and help to increase satisfaction level of the employees.

Considering the competitive market scenario, it has become essential to have substantial improvement in the productivity on the shop floor. Your Company has been implementing TPM, WCSQ, Kaizen and other various systems to improve overall performance of all plants.

Information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure III to this Report.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) (i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given since there is no employee who received remuneration in excess of the limits prescribed therein.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Members interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. None of the employee listed in the said Annexure is related to any Director of the Company.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Your Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action. Awareness Programmes were conducted at various plants of the Company.

Your Company has not received any complaint of sexual harassment during the financial year 2018- 19.

RISK MANAGEMENT

The details of Risk Assessment framework are set out in the Corporate Governance Report forming part of the Board''s Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a vigil mechanism. The details of the same are explained in the Corporate Governance Report and also posted on the website of the Company.

NAMES OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company did not have any subsidiaries, associates or joint ventures during the year under review.

AUDITORS

1. Statutory Auditors:

The Board of Directors at its meeting held on May 22, 2017 appointed B S R & Co. LLP, Chartered Accountants, Pune with Registration no. 101248W/W-100022 as Statutory Auditors for a period of 5 years, to hold office till the conclusion of 32nd AGM to be held in FY 2022-23 which was approved by the Members at the 27th AGM held on July 28, 2017.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 29th AGM.

The Statutory Auditors'' Report for FY 2018-19 on the financial statement of the Company forms part of this Annual Report.

There are no qualifications, reservations or adverse remarks made by the statutory auditors in their audit reports on the financial statements for the year ended March 31, 2019. The observations of the Statutory Auditors in their Reports are self-explanatory and therefore Directors don''t have any further comments to offer on the same.

Necessary disclosures and explanations on observation of Statutory Auditors on Corporate Governance Report are given in point no. 2 (C) below.

2. 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, the Board of Directors had appointed SVD & Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Company for FY 2018-19. The Report of the Secretarial Audit is annexed herewith as Annexure IV to this Report.

Pursuant to recent amendments in Listing Regulations read with SEBI circular No. LIST/ COMP/14/2018 dated June 20, 2018, a certificate from SVD & Associates, Company Secretary in practice that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to Corporate Governance Report.

The Secretarial Auditors in their Secretarial Audit Report have observed that:

A) Due to resignation of Non- Executive Director w. e. f September 6, 2018, the Stakeholders Relationship Committee has only one Member. However the company appointed another director on October 26, 2018 and reconstituted the Stakeholders'' Relationship Committee.

Comments by the Board of Directors - During the quarter ended September, 2018, Mr. Ajay Tandon stepped down as a Non-Executive Director of the Company upon reaching superannuation with effect from the close of business hours of September 5, 2018 and hence consequently ceased to be a member of the Stakeholders Relationship Committee apart from other Board Committees. The Board of Directors of the Company at its meeting held on October 26, 2018, approved and reconstituted the Stakeholders Relationship Committee in terms of Companies Act, 2013 and Listing Regulations. There was no Board meeting held post superannuation date of Mr. Ajay Tandon i.e. September 5, 2018 till October 26, 2018, the Stakeholders Relationship Committee of the Company could not be represented through adequate number of members in the interim.

B) The transfer of 2538 shares to the IEPF Authority as required under subsection (6) of the Section 124 of the Companies Act 2013, the intimation notice to the shareholders, Issue of Public notice and filing of Corporate Actions with Depositories as per clause (a) of Sub rule (3) of Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 has been done after the prescribed time period.

Comments by the Board of Directors - The Company has total 25 Shareholders holding 2538 equity shares wrt financial year 2010-11 who has not claimed any dividend from past 7 consecutive years or more. There was some delay wrt transfer of these shares to IEPF Demat Account due to technical issue. However once the issue got resolved, the shares were immediately transferred to IEPF Demat Account without any delay.

C) The Chairperson of the Company has ceased to be a Director on attaining the superannuation w.e.f. February 5, 2019 and in the Board Meeting held on 12th March, 2019 the Board has appointed one of the Independent Director as Chairman of the Meeting. In the absence of appointment of any other person as Chairperson of the Company, the compliance under regulation 17 (1) (b) of Listing Regulations, during that period cannot be ascertained.

Comments by the Board of Directors - The Company has Mr. Ramnath Mukhija, Non-Executive Independent Director as regular Chairperson till February 4, 2019. Mr. Ramnath Mukhija retired from the close of working hours i.e. February 04, 2019, on attaining the age of retirement in accordance with Governance Guidelines on Board Effectiveness adopted by the Company. The Company has appointed Mr. Pradeep Bhargava, Non-Executive Independent Director as regular Chairperson of the Board at Board meeting held on April 24, 2019.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

FORWARD LOOKING STATEMENTS

Certain statements describing the Company''s Estimates, Projections, Expectations, Future Outlook, Industry Structure and Developments may be construed “forward-looking statements” within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied in this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Bankers, Customers, Suppliers and Members. Your Board would like to place on record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a very significant part in the Company''s operations.

For and on behalf of the

Board of Directors

Pradeep Bhargava

Chairman

(DIN:00525234)

Place: Pune

Date: April 24, 2019

---

Mar 31, 2018

Dear Members,

The Directors take pleasure in presenting the Twenty Eighth Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2018. The Management Discussion and Analysis forms part of this Report.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	Financial Year
	2017-18	2016-17
Revenue from Sale of Products / Services (Net)	33,055.34	30,367.74
Other Operating Revenue	24.43	34.39
Other Income	4.56	178.71
Total Revenue	33,084.33	30,580.84
Cost of Materials Consumed (including change in inventories)	26,060.56	21,913.17
Employee Benefit Expense	3,468.36	3,648.63
Other Expenses	6,060.29	4,745.40
Earnings / (Loss) before Depreciation, Financial Charges and Tax (EBIDTA)	(2,504.88)	273.64
Finance cost	1,147.84	912.05
Depreciation and Amortization Expense	1,003.37	932.65
Profit / (Loss) before exceptional item and Tax	(4,656.08)	(1,571.06)
Exceptional items	-	1,284.00
Tax Expense / (Credit)	-	-
Profit/ (Loss) for the year	(4,656.08)	(287.06)
Other Comprehensive Income (OCI)	8.17	(68.22)
Total Comprehensive Income/ (loss) (net of taxes)	(4,647.91)	(355.28)

DIVIDEND

Due to the loss during the year, the Board of Directors has not recommended any dividend.

TRANSFER TO RESERVES IN TERMS OF THE COMPANIES ACT, 2013

Due to the loss during the year, your Company has not transferred any amount to General Reserve Account under the provisions of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian Automobile Industry is made up of Original Equipment Manufacturers (OEMs) i.e. Automobile manufacturers and auto component manufacturers.

The Automobile Industry is a growing sector in India with global majors having set up their facilities here. The Industry has been continually evolving and absorbing newer technologies in order to align itself with global developments and realize its full potential.

The Auto Components Industry in India comprises of Tier One manufacturers who supply complete component modules to OEMs, Tier Two manufacturers who cater to Tier One manufacturers and Tier Three manufacturers who supply components to Tier Two manufacturers. The Industry is divided into five segments viz. engine parts, transmission drive & steering parts, suspension & brake parts, electric parts and body & chassis. The fortunes of the Auto Components Industry are closely linked with those of the OEMs.

In FY 2017-18, Auto Industry witnessed a Domestic growth of 14.78 per cent. The Passenger Vehicle segment registered a growth of 5.49 per cent which includes passenger car vehicles and utility vehicles. Within this segment, the Utility vehicle market grew at 19.92 per cent due to new launches in the compact Utility Vehicle segment from leading OEMs whereas the Passenger Car segment grew at 1.03 per cent. The Commercial Vehicle segment grew by 10.40 per cent driven by LCV segment which grew by 17.78 per cent. The Two wheeler segment registered a growth of 16.12 per cent, whereas the three wheeler segment registered a growth of 30.39 per cent.

GDP growth of Indian economy is estimated to be around 7.2 per cent. (Source: RBI)

The chart given below shows the production of various categories of vehicles during FY 2017-18 vis-a-vis FY 2016-17.

Segment	2017-18	2016-17	% Growth
Passenger cars	27,39,899	27,11,911	1.03
Utility vehicles	10,90,744	9,09,555	19.92
Vans	1,79,730	1,80,204	(0.26)
Passenger Vehicles	40,10,373	38,01,670	5.49
M&HCVs	3,43,951	3,42,761	0.35
LCV	4,67,492	5,50,600	17.78
Commercial vehicles	8,10,253	8,94,551	10.40
Three Wheelers	10,21,911	7,83,721	30.39
Two wheelers	2,31,47,057	1,99,33,739	16.12
Quadricycle	1,713	1,584	8.14
Total of All Categories	2,90,75,605	2,53,30,967	14.78

Source SIAM report

The Indian Auto Components Ancillary Industry continues to face adverse headwinds to maintain volumes and margins. Your Company operates in Sheet Metal Components, Assemblies and Subassemblies segment of the Auto Components Industry. It manufactures a range of sheet metal components and assemblies for the Automobile Industry and is a Tier One auto components supplier.

OPERATIONS

Your Company has four manufacturing facilities at Bhosari, Chakan - Pune (Maharashtra), Halol (Gujarat) and Pantnagar (Uttarakhand). Your Company’s sales shown improvement during the current financial year on account of new launches of models by OEMs which is partially offset due to decline in sales of older models.

During FY 2017-18 your Company has received additional business from OEMs in Passenger Vehicle / Utility Vehicle Segment and Commercial Vehicles Segment. Sales of your Company did not grow as expected due to slower ramp up of new businesses and lower off-take from key customers. The capacity utilization of your Company was therefore low. During the financial year 2017-18, the manufacturing costs increased due to change in product mix. However to minimize the impact, the Company has taken various cost reduction initiatives to enhance productivity and improve operational efficiencies. The Management is confident that the cost reduction initiatives and operational efficiencies are sustainable. Your Company has been aggressively managing its net working capital and was able to keep it under control.

Apart from the cost reduction programmes, your Company has been aggressively pursuing new business opportunities in Utility Vehicle segment, Commercial Vehicles Segment and Three Wheeler Segment by targeting greater share of business from existing Customers.. The work on your Company’s ‘Centre of Excellence’ (COE) for various product categories like Rear Twist Beam, fuel tanks etc. in which it has manufacturing capability was implemented in the current financial year the benefits of which would be visible in the coming financial years. Your Company is exploring opportunities to participate in LCV and M & HCV segment by pursuing new business opportunities with major Customers. Focus is on resourcing business to avoid ramp up delays which will provide opportunity to utilise Company’s existing facilities.

Further your Company is also working with Customers for supplying products to off -road vehicles.

INCOME AND EXPENDITURE

Net Sales increased by 8.85 per cent to Rs. 33,055.34 Lakhs primarily due to increase in Customer volumes in few models leading to higher component, tooling sales and services. Other operating income decreased by 28.96 per cent to Rs.24.43 Lakhs. Other income mainly consists of interest income of Rs.1.48 Lakhs, and miscellaneous income of Rs.3.08 Lakhs.

Cost of materials consumed (including change in stock) as a percentage to sales increased by 6.68 per cent to 78.84 per cent because of higher steel prices and change in the product mix. The Management has been taking continuous steps to improve material yield.

Employee expenses reduced by 4.94 per cent compared to previous year due to outsourcing and changes in manpower requirements.

Other Expenses comprising Administration and Selling Expenses have increased to Rs.6,060.29 Lakhs largely due to increase in costs related to rent and leasing, logistic costs, freight and forwarding charges, rates and taxes, power and fuel, packing materials, machinery repairs, consultancy fees and maintenance charges. During FY 2017-18, Finance cost increased due to increased borrowings.

Your Company is taking various initiatives on productivity improvements and cost reduction programmes.

OPPORTUNITIES AND THREATS

- Investment in Technology / Process:

As the automotive market is continually upgrading its technology and processes, your Company is also upgrading its technology to participate in new vehicle programmes launched by Customers.

The auto industry is growing moderately but the major customers of your Company have to regain market position in their respective segments.

The profitability of the Indian Auto Components Industry is likely to continue to be under strain due to pricing pressures from OEMs.

- Company’s own technology / processes / system improvement plan:

Your Company is undertaking various new technology initiatives, process upgradation and system enhancements like Programme Management for new Projects is being tracked through ‘SAP - Programme Management Module’ which will further improve the productivity and potential for new businesses from existing and new customers. This will not only enhance the capacity utilisation but also broaden the customer base and introduction into new business segments.

SEGMENT-WISE PERFORMANCE

Your Company operates only in the Automobile Component Segment in the Domestic Market.

FUTURE OUTLOOK

A revival of the economy post demonetisation and enforcement of GST are putting the country back on track. GST caused temporary blip but it is expected to improve operational efficiencies and benefit organised players in the long run. Two successive good monsoon years have put the rural economy on the growth track, boosting utility vehicles, motorcycles and small commercial vehicle sales in the rural markets. It is expected that Budget 2018 will boost automobile demand and benefit small auto-component players.

According to outlook of CRISIL, in FY 2018-19 Passenger Vehicle sales are expected to grow between 9-11 per cent , utility vehicles between 16-18 per cent and cars between 6-8 per cent in the domestic market. Commercial vehicles, on the other hand, are expected to grow between 6-8 per cent. M&HCVs are expected to grow at 6 per cent and light commercial vehicles are expected to grow 19-21 per cent. The consumer price inflation is expected to spike up to 4.4 per cent in FY19, from the current 4 per cent, interest rates may see a moderate hike. Commodity prices are expected to continue to maintain their northward climb.

Policies such as Automotive Mission Plan 2016-26, Faster Adoption & Manufacturing of Electric Hybrid Vehicles (FAME Scheme) is likely to infuse growth in the auto component sector of the country. Electric vehicles to increase presence gradually over the long term subject to availability of adequate infrastructure. New safety norms, increasing electrification and rising interest in Electrical Vehicles may present plentiful opportunities. It is expected that shift to BS VI may advance consumer purchases across segments in fiscal 2020.

RISKS AND CONCERNS

Your Company has systems in place to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed regularly at Audit Committee meetings.

Risks Identified and Mitigating actions:

- Concentrated Customer Base: Your Company has taken steps to mitigate this risk by business development activities to enhance the customer base and striving to increase share of business with existing customers where Company’s share is low.

- Rising input costs: Rising input costs are a risk and hence, your Company has on going improvement initiatives like conversion cost reduction, supply chain efficiency improvement and material yield improvement.

- Skill Availability: Your Company focuses on recruitment and in-house skill development to address this challenge.

STATE OF COMPANY’S AFFAIRS

Discussion on state of Company’s affairs has been covered as part of the Management Discussion and Analysis.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. Your Company has developed internal control systems by documenting procedures covering financial and operating functions. These systems are providing a reasonable assurance with regard to its financial and operations controls. The Audit Committee satisfied itself of the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed.

Some significant features of the internal control systems are:

- A detailed preparation and subsequent monitoring of both Annual Budgets & Capital Expenditure budgets for all its functions.

- SAP is used for control of all transactions including finance, materials, dispatch, quality, costing etc. across all locations.

- Internal audits are conducted by external auditors and they audit all aspects of business based on audit programmes finalized by the Audit Committee.

- Review of the financial performance by Audit Committee.

RELATED PARTIES

Note No. 35 of the Financial Statements sets out the nature of transactions with Related Parties. Transactions with Related Parties are carried out in the ordinary course of business and at arm’s length. The details of the transactions are tabled before the Audit Committee. Further details on this are explained in the Corporate Governance Report. None of the transactions with related parties falls under the scope of Section 188 (1) of the Companies Act, 2013. Hence, no particulars are being provided in Form AOC-2.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of the Companies Act, 2013, and Rules made there under, amended from to time, your Company is not mandatorily required to spend any amount in view of the losses. Your Company has however been undertaking CSR initiatives voluntarily. CSR Committee constituted in terms of Section 135 of the Companies Act, 2013 monitors the CSR activities undertaken by the Company as per CSR Policy. The CSR Policy has been uploaded on the website of the Company: www.autostampings.com. The employees from all plants of the Company voluntarily contribute their time by visiting orphanages/ old age homes, schools, etc. to provide some companionship and succour to children and aged people.

Your Company identifies employable local youth and provides training to them under their Skill Development Centre.

ENVIRONMENT, HEALTH AND SAFETY

Your Company is committed to provide a safe, secure and healthy workplace and this has been documented in the Health, Safety and Environment (HSE) policy which is part of the Overarching Wellness strategy of your Company. Your Company has therefore adopted a comprehensive approach to implement this by adopting ‘Total Safety Culture’ concept across its operations. All the Plants of your Company have been certified for EMS 14001 and OHSAS 18001. All plants are especially focused on the wellness initiative and monthly wellness program have been conducted by Group Medical Chief.

Your Company has implemented the British Safety Council (BSC) Certification. Company’s Uttarakhand plant achieved five star rating, Chakan ,Halol plant achieved four star rating and Bhosari plant achieved three star rating. Internal Audits of BSC for health, safety and environment have been conducted at all Plants every quarter and training and awareness initiatives have been undertaken. Health checks and counselling are extended to employees.

During the year, the approach to safety has been further strengthened in all operations of your Company. Regular safety drills and safety audits are conducted at all plants. The requisite training is provided to the employees in Safety.

Your Company has taken initiatives to reduce its carbon footprint by reducing power consumption and selling steel scrap to be reprocessed and sold. Thermography Survey was conducted to reduce electricity / power consumption Overheating.

There is a continued focus on tracking of “near miss” incidences which has resulted not only in reduction of reportable accidents but even in first aid injuries and non- reportable accidents. Safety competitions, presentations on safety kaizens, mock drills, etc. are conducted for achieving a safe and healthy work environment.

Your Board of Directors are regularly updated on Health, Safety and Environment related matters.

QUALITY INITIATIVES

All the manufacturing Plants of your Company are certified under TS 16949 and ISO 14001. Your Company has been implementing the Tata Business Excellence Model to build excellence in its business operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

- Appointment of Directors

As reported in previous year, the following appointments were made by the Members vide Ordinary Resolutions passed at the AGM held on July 28, 2017:

1. Appointment of Mr. Ramnath Mukhija (DIN: 00001653) as Non-Executive and Independent Director of the Board with effect from March 10, 2017 up to retirement age as per the Governance Guidelines on Board Effectiveness adopted by the Board i.e. upto February 4, 2019.

2. Appointment of Mr. Harish Pathak (DIN: 02426760) and Mr. Bharatkumar Parekh (DIN 01521346) as Directors designated as Non-Executive and Non-Independent Directors of the Board with effect from March 10, 2017 liable to retire by rotation.

- Retirement of Directors

Mr. Ajay Tandon (DIN: 00128667) retired by rotation and was re-appointed in the 27th Annual General Meeting held on July 28, 2017.

Mr. Deepak Rastogi (DIN: 02317869) will retire by rotation at the conclusion of the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

In accordance with the Group retirement policy for Board of Directors, Mr. Pradeep Mallick, (DIN: 00061256) Independent, Non-Executive Director and Chairman on the Board, retired from the close of working hours i.e. November 19, 2017, on attaining the age of retirement in accordance with Governance Guidelines on Board Effectiveness adopted by the Company. The Board of Directors placed on record their sincere appreciation for the valuable guidance and immense contributions made by Mr. Pradeep Mallick during his tenure of close to ten years as Chairman and Director of the Company and wished him well for his future endeavors.

The Board appointed Mr. Ramnath Mukhija Independent, Non-Executive Director as the Chairman of the Board wef November 20, 2017.

- Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are: Mr. Prashant Mahindrakar, Manager designated as Chief Executive Officer, Mr. Anubhav Maheshwari, Chief Financial Officer and Mr. Ashutosh Kulkarni, Company Secretary.

During the year, Mr. Ajay Joshi passed away on June 05, 2017 and consequently ceased to be Chief Financial Officer of the Company on that date. The Board placed on record its sincere appreciation of the services rendered by him during his tenure with the Company. Mr. Anubhav Maheshwari was appointed as Chief Financial Officer of the Company w.e.f. July 28, 2017.

As reported in the previous year, Mr. Prashant Mahindrakar was appointed as Manager designated as Chief Executive Officer of the Company for a term of 3 years w.e.f. January 15, 2017. The Members have vide Special Resolution passed at the 27th AGM held on July 28, 2017 approved the said appointment and payment of remuneration including minimum remuneration in case of inadequacy of profits or no profits in any financial year.

EVALUATION OF DIRECTORS, THE BOARD & ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Guidance Note on Board Evaluation issued by SEBI on January 5, 2017, the Board has carried out the annual performance evaluation for FY 2017-18 of (a) its own performance; (b) the Directors individually; and (c) the working of its Committees viz. ‘Audit Committee’, ‘Nomination and Remuneration Committee’, ‘Corporate Social Responsibility Committee’. ‘Finance Committee’ and the ‘Stakeholders Relationship Committee’. The details of evaluation process have been explained in the Corporate Governance Report.

REMUNERATION POLICY

The details of the Remuneration Policy as approved and adopted by Board are stated in the Corporate Governance Report.

POLICY WRT QUALIFICATIONS, ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has adopted the Guidelines on Board Effectiveness (“Governance Guidelines” or “guidelines”) which inter-alia cover the criteria for determining qualifications, attributes and independence of a Director. The details of the Policy are stated in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the year are given in the Corporate Governance Report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurring after March 31, 2018 which may affect the financial position of the Company or may require disclosure.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There are no loans, guarantees or investments made by Company under Section 186 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted deposits under Chapter V of the Companies Act, 2013. CORPORATE GOVERNANCE

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance along with the Certificate of Compliance from the Auditors forms part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm that:

1. in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed and there are no material departures;

2. accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the loss of the Company for the year ended on that date;

3. proper and sufficient care have been taken for the maintenance of accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing & detecting fraud and/or other irregularities;

4. the annual accounts have been prepared on a going concern basis;

5. internal financial controls have been laid down by the Company and that such internal financial controls are adequate and are operating effectively; and

6. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 as Annexure I to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is annexed as Annexure II to this Report.

PERSONNEL

At the end of March, 2018, your Company had 585 employees (excluding trainees and apprentices) as compared to 584 employees as on March 31, 2017.

Your Company accords high importance in building and sustaining healthy employee engagement with the aim of achieving competitive productivity and harmonious work environment. The industrial relations during the year was remained peaceful. With a view to ensure prompt resolution of employee’s grievances, various Committees have been set up under the capable Chairmanships which are guided by Functional Heads / Department Heads e.g. Works Committee, Health, Safety and Environment Committee, Prevention of Sexual Harassment Committee (POSH) etc. The functioning of these Committees are regularly reviewed by the Management and the Board is also updated regularly. During the year, the Employee Engagement Survey has been carried out which had shown significant improvement from 37 per cent in year 2013 to 87 per cent in year 2017.

Your Company has HR help desk to resolve grievances/day to day issues of employees within time bound manner. This results in maintaining transparent culture and help to increase satisfaction level of the employees.

Considering the competitive market scenario, it has become essential to have substantial improvement in the productivity on the shop floor. Your Company has been implementing TPM, WCSQ, Kaizen and other various systems to improve overall performance of all plants.

Information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure III to this Report.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) (i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given since there is no employee who received remuneration in excess of the limits prescribed therein.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Members interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. None of the employee listed in the said Annexure is related to any Director of the Company.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Your Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

Your Company has not received any complaint of sexual harassment during the financial year 2017-18.

RISK MANAGEMENT

The details of Risk Assessment framework are set out in the Corporate Governance Report forming part of the Board’s Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a vigil mechanism. The details of the same are explained in the Corporate Governance Report and also posted on the website of the Company.

NAMES OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company did not have any subsidiaries, associates or joint ventures during the year.

AUDITORS

1. Statutory Auditors:

B S R & Co. LLP, Chartered Accountants, (Firm Registration No.: 101248W/W- 100022), were appointed as the Statutory Auditors of the Company at the 27th Annual General Meeting (AGM) of the Company held on July 28, 2017 to hold office from the conclusion of Twenty Seventh (27th) AGM from FY 2017-18 for a period of five consecutive financial years till the conclusion of Thirty Second (32nd) AGM to be held in FY 2022-23. As per the provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by Members at every AGM.

Your Company has received letter under Section 139 of the Companies Act, 2013 and as per Companies (Audit and Auditors) Rules, 2014 from B S R & Co. LLP, Chartered Accountants to the effect that if the appointment is ratified, it would be in accordance with the provisions of Section 141 of Companies Act, 2013 and that they are not disqualified.

Accordingly, ratification for appointment of Statutory Auditors is being sought from the Members of the Company at the ensuing 28th AGM.

2. 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, the Board of Directors had appointed SVD & Associates, Company Secretaries for conducting Secretarial Audit of the Company for FY 2017-18. The Report of the Secretarial Audit is annexed herewith as Annexure IV to this Report.

Based on the Audit Committee recommendations, the Board has approved re-appointment of SVD & Associates, Company Secretaries for conducting the Secretarial Audit for FY 2018-19.

The Auditors’ Report and the Secretarial Audit Report for the year ended March 31, 2018 do not contain any qualification, reservation and adverse remark. The observations of the Statutory and Secretarial Auditors in their Reports are self-explanatory and therefore Directors don’t have any further comments to offer on the same.

AWARDS AND RECOGNITION

During the year, your Company received the “Supplier Quality Excellence Award” from General Motors, India for outstanding performance in Quality for the Year 2016 and received “Agility Award” from Tata Motors Limited (TML) at TML Annual Vendor Meet for its exemplary performance in resourcing of more than 500 parts in the shortest possible time.

FORWARD LOOKING STATEMENTS

Certain statements describing the Company’s Estimates, Projections, Expectations, Future Outlook, Industry Structure and Developments may be construed “forward-looking statements” within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied in this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Bankers, Customers, Suppliers and Members. Your Board would like to place on record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a very significant part in the Company’s operations.

For and on behalf of the

Board of Directors

Ramnath Mukhija

Chairman

(DIN:00001653)

Place: Pune

Date: April 26, 2018

---

Mar 31, 2017

BOARD’S REPORT

Dear Members,

The Directors take pleasure in presenting the Twenty Seventh Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2017. The Management Discussion and Analysis forms part of this Report.

FINANCIAL RESULTS

(Rs, in Lakhs)

Particulars	Financial Year
	2016-17	2015-16*
Revenue from Sale of Products / Services (Net)	30,367.74	26,245.79
Other Operating Revenue	34.39	38.35
Other Income	178.71	125.06
Total Revenue	30,580.84	26,409.20
Cost of Materials Consumed (including change in inventories)	21,913.17	19,496.31
Employee Benefit Expense	4,690.54	4,123.14
Other Expenses	3,703.49	2,974.09
Earnings / (Loss) before Depreciation, Financial Charges and Tax (EBIDTA)	273.64	(184.34)
Interest Expense	912.05	932.62
Depreciation and Amortization Expense	932.65	963.23
Profit / (Loss) before exceptional item and Tax	(1,571.06)	(2,080.19)
Exceptional items	1,284.00	-
Tax Expense / (Credit)	-	-
Profit/ (Loss) for the year	(287.06)	(2,080.19)
Other Comprehensive Income (OCI)	(68.22)	32.23
Other Comprehensive Income (net of taxes)	(68.22)	32.23

* Due to Ind - AS applicability from FY. 2016-17 adjustments / regrouping was made in the previous year 2015-16 figures.

DIVIDEND

Due to the loss during the year, the Board of Directors has not recommended any dividend.

TRANSFER TO RESERVES IN TERMS OF THE COMPANIES ACT, 2013

Your Company has not transferred any profit from Profit and Loss Account to General Reserve Account as under the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian Automobile Industry is made up of Original Equipment Manufacturers (OEMs) i.e. Automobile manufacturers and auto component manufacturers.

The Industry is an emerging sector in India with almost all global majors having set up their facilities here. The Industry has been continually evolving and absorbing newer technologies in order to align itself with global developments and realize its full potential.

The Auto Components Industry in India comprises Tier One manufacturers who supply complete component modules to OEMs, Tier Two manufacturers who cater to Tier One manufacturers and Tier Three manufacturers who supply components to Tier Two manufacturers. The Industry is divided into five segments viz. engine parts, drive transmission & steering parts, suspension & brake parts, electric parts and body & chassis. The fortunes of the Auto Components Industry are closely linked with those of the OEMs.

In FY 2016-17, Auto Industry witnessed a Domestic growth of 5.41 percent (as per the table given below). The Passenger Vehicle segment registered a growth of 9.42 percent which includes passenger car vehicles and utility vehicles. Within this segment, the Utility vehicle market grew at 26.32 percent due to new launches in the compact Utility Vehicle segment whereas the Passenger Car segments grew at only 5.40 percent. The commercial vehicle segment was affected by demonetization. The CV segment grew by 3 percent as compared to 12.10 percent in last year. The LCV segment grew by 4.97 percent as compared to 2.77 percent in last year. The three wheeler segment registered a negative growth of (16.16 percent).

The chart given below shows the production of various categories of vehicles during FY 2016-17 vis-a-vis FY 2015-16:

Segment	2016-17	2015-16	% Growth
Passenger cars	27,04,600	25,65,970	5.40
Utility vehicles	9,06,750	7,17,809	26.32
Vans	1,80,190	1,81,266	(0.59)
Passenger Vehicles	37,91,540	34,65,045	9.42
M&HCVs	3,42,733	3,41,287	0.42
LCV	4,67,553	4,45,405	4.97
Commercial vehicles	8,10,286	7,86,692	3.00
Three Wheelers	7,83,149	9,34,104	(16.16)
Two wheelers	1,99,29,485	1,88,30,227	5.84
Quadricycle*	1,584	531	198.31
Total of All Categories	2,53,16,044	2,40,16,599	5.41

* Only Oct- March 16 data is available for 15-16

Source SIAM report

The chart below shows sales and export of various categories of vehicles during FY 2016-17 compared to FY 2015-16:

Segment	Domestic Sales			Exports
	2016-17	2015-16	% Growth	2016-17	2015-16	% Growth
Passenger cars	2,102,996	2,025,097	3.85	602,341	532,630	13.09
Utility vehicles	761,997	586,576	29.91	154,153	118,741	29.82
Vans	181,734	177,535	2.37	2,336	1,682	38.88
Passenger Vehicles	3,046,727	2,789,208	9.23	758,830	653,053	16.20

Segment	Domestic Sales			Exports
M&HCVs	302,529	302,397	0.04	43,719	35,197	24.21
LCVs	411,703	383,307	7.41	64,552	67,927	(4.97)
Commercial Vehicles	714,232	685,704	4.16	108,271	103,124	4.99
Three wheelers	511,658	538,208	(4.93)	271,894	404,441	(32.77)
Two wheelers	17,589,511	16,455,851	6.89	2,339,273	2,482,876	(5.78)
Quadricycle*	-	-	-	1556	334	-
Total of All Categories	21,862,128	20,468,971	6.81	3,479,824	3,643,828	(4.50)

* Only Oct- March 16 data is available for 15-16

Source: SIAM report

The overall Commercial Vehicles segment registered a growth of 4.16 percent in FY 2016- 17 as compared to the same period last year largely driven by replacement demand, declining fuel prices, pre-buying ahead of BS IV norms. Medium & Heavy Commercial Vehicles (M&HCVs) grew by 0.04 percent and Light Commercial Vehicles grew by 7.41 percent during FY 2016-17 over the same period last year because of rising private final consumption expenditure and high re-distribution freight but dampened by demonetization.

Three Wheelers sales declined by (-) 4.93 percent in FY 2016-17 over the same period last year. Passenger Carrier sales declined by (-) 8.83 percent and Goods Carrier sales grew by 12.75 percent in FY 2016-17 over FY 2015-16.

The Indian Auto Components Ancillary Industry continues to face adverse headwinds to maintain volumes and margins.

Your Company operates in Sheet Metal Components, Assemblies and Sub-assemblies segment of the Auto Components Industry. It manufactures a range of sheet metal components and assemblies for the Automobile Industry and is a Tier One auto components supplier.

OPERATIONS

Your Company has four manufacturing facilities at Bhosari, Chakan - Pune (Maharashtra), Halol (Gujarat) and Pantnagar (Uttarakhand). Your Company’s sales during the year were impacted by lower volumes than expected in the segment in which it predominantly operates. Some of the models under passenger car segment and LCV segment, on which your Company has heavy dependence, recorded drop in volume and this had an adverse effect on sales. Even though, the passenger car production recorded growth of 5.40%, your Company couldn’t achieve corresponding growth since the growth of major customer including anchor customer of your Company happened for models in which your Company is not present. Your Company has been aggressively managing its net working capital and was able to keep it under control.

During FY 2016-17 your Company has received additional resourcing business from its anchor customer in Commercial Vehicle segment and Passenger Vehicle segment. Sales of your Company did not grow as expected due to slower ramp up of new businesses and lower off-take from key customers. The capacity utilization of your Company was therefore low. To minimize the impact of falling volumes and the increase in minimum wages, bonus and energy costs, your Company has taken various cost reduction initiatives as counter measures such as EBITDA and labour efficiency improvement programmes, TPM, to enhance productivity and improve operational efficiency.

Apart from the cost reduction programmes, your Company has been aggressively pursuing new business opportunities in Utility Vehicle segment, Commercial Vehicles Segment and Three Wheeler Segment by targeting greater share of business from existing Customers. Your Company is also participating in new programme launches in LCV segment which will further enhance its share of business in this segment. Your Company is exploring to participate in M & HCV segment by pursuing new business opportunities with major Customers. Your Company plans to build “Centre of Excellence” (COE) for product categories like Rear Twist Beam, Sub frame, Cross Car Beam and fuel tanks in which it has manufacturing capability. Such COE’s will help your Company to get further business in this product category. Your Company plans to move up the value chain by manufacturing modules and aggregates such as fuel tank, Cross Car Beam, closures, bonnets, doors and tailgates. Focus is on resourcing business to avoid ramp up delays and using Company’s existing facilities. Further your Company will also be adding components for non-auto business.

INCOME AND EXPENDITURE

Net Sales increased by 15.70% to Rs, 30,367.74 Lakhs primarily due to increase in Customer volumes in few models leading to higher component, tooling sales and services. Other operating income decreased by 10.30% to Rs, 34.39 Lakhs. Other income mainly consists of interest income of Rs, 40.40 Lakhs, claims of Rs, 98.80 Lakhs, and profit on sale of assets (net) of Rs, 36.51 Lakhs.

Cost of materials consumed (including change in stock) as a percentage to sales decreased by 2.12% to 72.15% because of lower steel prices and change in the product mix. The Management has been taking continuous steps to improve material yield.

Employee expenses increased by 13.76% compared to previous year on account of wage settlements, pay revisions, actuarial valuation etc.

Other Expenses comprising Administration and Selling Expenses have increased to Rs, 3703.49 Lakhs largely due to increase in costs related to rent and leasing, freight and forwarding charges, rates and taxes, power and fuel, packing materials, machinery repairs and maintenance charges.

With the increase in net sales and with the help from initiatives on productivity improvements and cost reduction programmes, your Company achieved EBIDTA of Rs, 273.64 Lakhs as against EBIDTA Rs, 184.34 Lakhs in the previous year. Interest expense was reduced owing to phased repayment of loans.

OPPORTUNITIES AND THREATS - Company’s own technology / processes / system improvement plan:

Your Company is undertaking various new technology initiatives, process up gradation and system enhancements which will further improve the productivity and potential for new businesses from existing and new customers. This will not only enhance the capacity utilization but also broaden the customer base and introduction into new business segments.

- Investment in Technology / Process:

As the automotive market is continually upgrading its technology and processes, your Company is also upgrading its technology to participate in new vehicle programmes launched by Customer.

The auto industry is growing moderately but the major customers of your Company have to regain market position in their respective segments.

The profitability of the Indian Auto Components Industry is likely to continue to be under strain due to pricing pressures from OEMs because of new product launches which has created heightened competitive intensity thereby constraining their pricing flexibility.

SEGMENT-WISE PERFORMANCE

Your Company operates only in the Automobile Component Segment in the Domestic Market.

FUTURE OUTLOOK

According to SIAM, in FY 2017-18 Passenger Vehicle sales are expected to grow between 7-9 % with good monsoon, implementation of GST and continued investment in Infrastructure. However, increase in raw material costs and oil prices may negatively impact sales during the ongoing fiscal. The number of new model launches will also remain low. The Car segment is likely to see more launches compared to Utility Vehicles segment. Improvement in the economic growth and also consumer sentiment is expected. It is expected that factors like lower borrowing costs, pent-up demand after demonetization and a mild budgetary support to incomes will drive consumption growth in FY 2017-18.

In FY 2017-18, Commercial Vehicle segment is likely to see 4-6 % growth. M & HCVs sales will continue to be muted. In FY18, some disruption of sales on account of GST implementation is expected. Advancement of purchases to avoid price rise on account of BS-IV has resulted in slight increase in sales in FY 2016-17, but will hamper sales in 2017-18.LCV sales are likely to increase because of rising private final consumption expenditure and high redistribution freight. Three-wheeler sales are expected to grow around 4-6 %.

While the borrowing costs have reduced, the Company does not expect it to drop further. Demonetization has improved liquidity and there is an improvement in general sentiments for FY 2017-18. The key concerns are increasing commodity prices, high vehicle finance rates and adhoc changes in policy environment which could affect profitability.

As per Reserve Bank of India’s (RBI) forecast, during FY 2017- 18 the overall GDP of the country is expected to grow at a rate of 7.4 % with risks evenly balanced.

RBI has kept the repo rate unchanged at 6.25 % shifting focus to ways to mop up excess cash in the banking system that threatens to stoke inflation. The interest may not drop further given that interest rates in US may harden.

The rapidly globalizing world is opening up newer avenues for the transportation industry, especially while it makes a shift towards electric, electronic and hybrid cars, which are deemed more efficient, safe and reliable modes of transportation. Over the next decade, this will lead to newer verticals and opportunities for auto-component manufacturers, who would need to adapt to the change via systematic research and development.

RISKS AND CONCERNS

Your Company has systems in place to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed regularly at Audit Committee meetings.

Risks Identified and Mitigating actions:

- Rising input costs: Rising input costs are a risk and hence, your Company has ongoing improvement initiatives like conversion cost reduction, supply chain efficiency improvement and material yield improvement.

- Skill Availability: Your Company focuses on recruitment and in house skill development to address this challenge.

- Concentrated Customer Base:

Your Company has been taking steps to mitigate this risk by business development activities to enhance the customer base and striving to increase share of business with existing customers where Company’s share is low.

STATE OF COMPANY’S AFFAIRS

Discussion on state of Company’s affairs has been covered as part of the Management Discussion and Analysis.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has developed robust internal control systems by documenting procedures covering financial and operating functions. These systems are providing a reasonable assurance with regard to its financial and operations controls.

Some significant features of the internal control systems are:

- A detailed preparation and subsequent monitoring of both Annual Budgets & Capital Expenditure budgets for all its functions.

- SAP is used for control of all transactions including finance, materials, dispatch, quality, costing etc. across all locations.

- Internal audits are conducted by external auditors and they audit all aspects of business based on audit programmes finalized by the Audit Committee.

- Review of the financial performance by Audit Committee.

RELATED PARTIES

Note No. 35 of the Financial Statements sets out the nature of transactions with Related Parties. Transactions with Related Parties are carried out in the ordinary course of business and at arm’s length. The details of the transactions are tabled before the Audit Committee. Further details on this are explained in the Corporate Governance Report. None of the transactions with related parties falls under the scope of Section 188 (1) of the Companies Act, 2013. Hence, no particulars are being provided in Form AOC-2.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of the Companies Act, 2013, and Rules made there under, amended from to time, your Company is not mandatorily required to spend any amount in view of the losses. Your Company has however been undertaking CSR initiatives voluntarily.

CSR Committee constituted in terms of Section 135 of the Companies Act, 2013 monitors the CSR activities undertaken by the Company as per CSR Policy. The CSR Policy has been uploaded on the website of the Company: www.autostampings.com.

The employees from all plants of the Company voluntarily contribute their time by visiting orphanages/ old age homes, schools, etc. to provide some companionship and succor to children and aged people.

Your Company identifies employable local youth and provides training to them under their Skill Development Centre.

ENVIRONMENT, HEALTH AND SAFETY

Your Company is committed to provide a safe, secure and healthy workplace and this has been documented in the Health, Safety and Environment (HSE) policy which is part of the Overarching Wellness strategy of your Company. Your Company has therefore adopted a comprehensive approach to implement this by adopting ‘Total Safety Culture’ concept across its operations. All the Plants of the Company have been certified for EMS 14001 and OHSAS 18001. All plants are especially focused on the wellness initiative.

Your Company has initiated a process for implementation of the British Safety Council (BSC) Certification. All plants have achieved four star ratings. Internal Audits of BSC for health, safety and environment have been conducted at all Plants every quarter and training and awareness initiatives have been undertaken. Health checks and counseling are extended to employees.

During the year, the approach to safety has been further strengthened in all operations of your Company. Regular safety drills and safety audits are conducted at all plants. The requisite training is provided to the employees in Safety.

Your Company has taken initiatives to reduce its carbon footprint by reducing power consumption and selling steel scrap to be reprocessed and sold.

There is a continued focus on tracking of “near miss” incidences which has resulted not only in reduction of reportable accidents but even in first aid injuries and non- reportable accidents. Safety competitions, presentations on safety kaizens, mock drills, etc. are conducted for achieving a safe and healthy work environment.

Your Board of Directors are continually updated on Health, Safety and Environment related matters. QUALITY INITIATIVES

All the manufacturing Plants of your Company are certified under TS 16949 and ISO 14001. Your Company has been implementing the Tata Business Excellence Model to build excellence in its business operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL - Appointment of Directors

During the year under review, the Board made the following appointments based on the recommendations of Nomination and Remuneration Committee. In compliance with the provisions of Companies Act, 2013, the appointment of following Directors is being placed before the Members in the ensuing Annual General Meeting for their approval.

- Appointment of Mr. Ramnath Mukhija (DIN: 00001653) as an Additional Director designated as Non-Executive and Independent Director of the Board with effect from March 10, 2017 to hold office up to the date of ensuing Annual General Meeting. Pursuant to the provisions of Section 161 of the Companies Act, 2013 and Article 37 of the Articles of Association of the Company, Mr. Mukhija vacates office and is eligible for appointment as Non-Executive, Independent Director of the Company. His appointment will be effective up to retirement age as per the Governance Guidelines adopted by the Board i.e. up to February 4, 2019. As per the provisions of Section 149 of the Act, he will not be liable to retire by rotation. Members are requested to refer to Item No.4 of the Notice of the Annual General Meeting and the Explanatory Statement for details of his qualifications and experience.

- Appointment of Mr. Harish Pathak (DIN: 02426760) and Mr. Bharatkumar Parekh (DIN 01521346) as Additional Directors designated as Non-Executive and Non-Independent Directors of the Board with effect from March 10, 2017 to hold office up to the date of ensuing Annual General Meeting. Pursuant to the provisions of Section 161 of the Companies Act, 2013 and Article 37 of the Articles of Association of the Company, Mr. Pathak and Mr. Parekh vacates office and are eligible for appointment as Non-Executive,

Non- Independent Directors of the Company. Members are requested to refer to Item Nos. 5 and 6 of the Notice of the Annual General Meeting and the Explanatory Statement for details of their qualifications and experience.

The Company has received notice in writing from a Member of the Company proposing the candidature of each of them for the office of Director of the Company under Section 160 of the Companies Act, 2013 along with the requisite deposit.

- Retirement by Rotation and Resignation of Directors

Mr. Deepak Rastogi (DIN: 02317869) retired by rotation and was re-appointed in the 26th Annual General Meeting held on July 25, 2016.

Mr. Ajay Tandon (DIN: 00128667 ) will retire by rotation at the conclusion of the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Mr. Arvind Goel (DIN: 02300813) resigned as Director with effect from March 10, 2017. The Board took on record its sincere appreciation for the valuable contribution made by him during his tenure with the Company.

- Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are: Mr. Prashant Mahindrakar, Manager designated as Chief Executive Officer, Mr. Ajay Joshi, Chief Financial Officer and Mr. Ashutosh Kulkarni, Company Secretary.

Mr. Anil Khandekar resigned as a Manager designated as Chief Executive Officer of the Company with effect from January 14, 2017 to pursue his interest elsewhere. The Board placed on record its sincere appreciation for valuable contribution made by him during his tenure with the Company.

Mr. Prashant Mahindrakar was appointed as a Manager designated as Chief Executive Officer of the Company with effect from January 15, 2017. The approval of the Members will be obtained for his appointment and remuneration at the ensuing Annual General Meeting. Members are requested to refer to Item No. 7 of the Notice of the Annual General Meeting and the Explanatory Statement for details.

EVALUATION OF DIRECTORS, THE BOARD & ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Guidance Note on Board Evaluation issued by SEBI on January 5, 2017, the Board has carried out the annual performance evaluation for FY 2016-17 of (a) its own performance; (b) the Directors individually; and (c) the working of its Committees viz. ‘Audit Committee’, ‘Nomination and Remuneration Committee’, ‘Corporate Social Responsibility Committee’. ‘Finance Committee’ and the ‘Stakeholders Relationship Committee’. The details of evaluation process have been explained in the Corporate Governance Report.

REMUNERATION POLICY

The details of the Remuneration Policy as approved and adopted by Board are stated in the Corporate Governance Report.

POLICY WRT QUALIFICATIONS, ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has adopted the Guidelines on Board Effectiveness (“Governance Guidelines” or “guidelines”) which inter-alia cover the criteria for determining qualifications, attributes and independence of a Director. The details of the Policy are stated in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the year are given in the Corporate Governance Report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurring after March 31, 2017 which may affect the financial position of the Company or may require disclosure.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There are no loans, guarantees or investments made by Company under Section 186 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted deposits under Chapter V of the Companies Act, 2013. CORPORATE GOVERNANCE

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Report on Corporate Governance along with the Certificate of Compliance from the Auditors forms part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2016-17.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm that:

1. in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed and there are no material departures;

2. accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the loss of the Company for the year ended on that date;

3. proper and sufficient care have been taken for the maintenance of accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing & detecting fraud and/or other irregularities;

4. the annual accounts have been prepared on a going concern basis;

5. internal financial controls have been laid down by the Company and that such internal financial controls are adequate and are operating effectively; and

6. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 as Annexure I to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is annexed as Annexure II to this Report.

PERSONNEL

At the end of March, 2017, your Company had 584 employees (excluding trainees and apprentices) as compared to 636 employees as on March 2016.

Your Company accords high importance in building and sustaining healthy employee engagement with the aim of achieving competitive productivity and harmonious work environment. The industrial relations during the year was remained peaceful. Your Company has been organizing “ASAL Premier League” consistently from last 3 years under Sport & Cultural Activity. With a view to ensure prompt resolution of employee’s grievances, various Committees have been set up under the capable Chairmanships which are guided by Functional Heads / Department Heads e.g. Works Committee, Health, Safety and Environment Committee, Prevention of Sexual Harassment Committee (POSH) etc. The functioning of these Committees are regularly reviewed by the Management and the Board is also updated regularly. During the year, the Employee Engagement Survey has been carried out which had shown significant improvement from 37% in year 2013 to 91% in year 2016.

Your Company has formed HR help desk initiative to resolve grievances/day to day issues of employees within time bound manner. This results in maintaining transparent culture and help to increase satisfaction level of the employees. During the year, your Company received “Best HR Practices Award” from Vibrant HR, Pune.

During the year, your Company has signed a ‘Long Term Wage Settlement Agreement’ with workers union of Chakan plant which is unique and historical in many ways. Considering the competitive market scenario, it has become essential to have substantial improvement in the productivity on the shop floor. Your Company has been implementing TPM, WCSQ, Kaizen and other various systems to improve overall performance of all plants.

Information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in

Annexure III to this Report.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) (i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given since there is no employee who received remuneration in excess of the limits prescribed therein.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Members interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. None of the employee listed in the said Annexure is related to any Director of the Company.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Your Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

Your Company has not received any complaint of sexual harassment during the financial year 2016

17.

RISK MANAGEMENT

The details of Risk Assessment framework are set out in the Corporate Governance Report forming part of the Board’s Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a vigil mechanism. The details of the same are explained in the Corporate Governance Report and also posted on the website of the Company.

NAMES OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company did not have any subsidiaries, associates or joint ventures during the year.

AUDITORS 1. Statutory Auditors:

The Statutory Auditor Price Waterhouse, Chartered Accountants, firm Registration No. 301112E hold office till the conclusion of ensuing Annual General Meeting of the Company.

In accordance with the provisions of Section 139 of the Companies Act, 2013, B S R & Co. LLP, Chartered Accountants (BSR) (Firm Registration No. 101248W/W-100022) are proposed to be appointed as Statutory Auditors for a period of 5 years from FY 2017-18 to hold such office from the conclusion of this 27th AGM till the conclusion of the 32^nd AGM of the Company to be held in the FY 2022-23, subject to ratification of their appointment at every AGM, if so required under the Companies Act, 2013.

Your Company has received consent for such appointment and a Certificate prescribed under Section 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 from B S R & Co. LLP, Chartered Accountants to the effect that their appointment, if made is within the prescribed limits under the Companies Act, 2013 and that they are not disqualified. Members are requested to consider the appointment of the Statutory Auditors and authorize the Board of Directors to fix their remuneration.

2. 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, the Board of Directors had appointed SVD & Associates, Company Secretaries for conducting Secretarial Audit of the Company for FY 2016-17. The Report of the Secretarial Audit is annexed herewith as Annexure IV to this Report.

Based on the Audit Committee recommendations, the Board has approved re-appointment of SVD & Associates, Company Secretaries for conducting the Secretarial Audit for FY 2017-18.

The Auditors’ Report and the Secretarial Audit Report for the year ended March 31, 2017 do not contain any qualification, reservation and adverse remark.

AWARDS AND RECOGNITION

During the year, your Company received the “Best Supplier - Delivery 2016 Award” from Tata Motors Limited and the “Certificate of Appreciation” from National Safety Council, India for “Meritorious Performance in Safety” in Manufacturing Sector.

FORWARD LOOKING STATEMENTS

Certain statements describing the Company’s Estimates, Projections, Expectations, Future Outlook, Industry Structure and Developments may be construed “forward-looking statements” within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied in this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Bankers, Customers, Suppliers and Members. Your Board would like to place on record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a very significant part in the Company’s operations.

For and on behalf of the Board of Directors

Pradeep Mallick

Chairman

Place: Pune

Date: May 22, 2017

---

Mar 31, 2016

Dear Members,

The Directors take pleasure in presenting the Twenty Sixth Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2016. The Management Discussion and Analysis forms part of the Report.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	Financial Year
	2015-16	2014-15
Revenue from Sale of Products (Net)	26,121.68	28,864.98
Other Operating Revenue	175.64	185.14
Other Income	90.58	4.68
Total Revenue	26,387.90	29,054.80
Cost of Materials Consumed (including change in inventories)	19,503.87	22,608.91
Employee Benefit Expense	4,090.91	4,073.56
Other Expenses	2,966.53	3,016.26
Earnings / (Loss) before Depreciation, Financial Charges and Tax	(173.41)	(643.93)
Interest Expense	932.62	824.35
Depreciation and Amortization Expense	963.23	968.90
Profit / (Loss) before Tax	(2,069.26)	(2,437.18)
Tax Expense / (Credit)	-	(120.09)
Profit / (Loss) for the year	(2,069.26)	(2,317.09)

DIVIDEND

Due to the loss during the year, the Board of Directors has not recommended any dividend.

MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian Automobile Industry is made up of Original Equipment Manufacturers (OEMs) i.e. Automobile manufacturers and auto component manufacturers.

The Industry is an emerging sector in India, with almost all global majors having set up their facilities here. The Industry has been continually evolving and absorbing newer technologies in order to align itself with global developments and realize its full potential.

The Auto Components Industry in India comprises of Tier One manufacturers who supply complete component modules to OEMs, Tier Two manufacturers who cater to Tier One manufacturers and Tier Three manufacturers who supply components to Tier Two manufacturers. The Industry is divided into five segments viz. engine parts, drive transmission & steering parts, suspension & brake parts, electric parts and body & chassis. The fortunes of the Auto Components Industry are closely linked with those of the OEMs.

In 2015-16, Auto Industry witnessed an overall growth of 2.58 % for all Segments (as per the table given below). The Passenger Vehicle segment registered a growth of 5.97 %, within this segment, the Utility vehicle grew at 13.66 % and Passenger Car grew by 4.02 % due to new launches in the compact segment of Utility Vehicles and Passenger Cars.

Commercial Vehicle segment grew by 12.10 % based on the recovery of M&HCV segment at 27.04 % and LCV segment saw some recovery during the year, registering a meager growth of 2.77 %. Three wheeler segments registered a negative growth of (1.59 %).

The chart given below shows the production of various categories of vehicles during FY 2015-16 vis-a-vis FY 2014-15.

Segment	2015-16	2014-15	% Growth
Passenger cars	25,19,444	24,22,158	4.02
Utility vehicles	7,11,830	6,26,296	13.66
Vans	1,82,585	1,72,965	5.56
Passenger Vehicles	34,13,859	32,21,419	5.97
M&HCVs	3,41,181	2,68,558	27.04
LCVs	4,41,633	4,29,740	2.77
Commercial Vehicles	7,82,814	6,98,298	12.10
Three Wheelers	9,33,950	9,49,019	-1.59
Two wheelers	1,88,29,786	1,84,89,311	1.84
Quadricycle*	531	-	-
Total of All Categories	2,39,60,940	2,33,58,047	2.58

- Cumulative data is only for Oct-March 16 Source SIAM report

The Auto Components Industry started showing signs of recovery during FY 2015-16 across all segments.

The chart below shows sales and export of various categories of vehicles during FY 2015-16 compared to FY 2014-15:

Segment	Domestic Sales			Exports
	2015-16	2014-15	% Growth	2015-16	2014-15	% Growth
Passenger cars	2,025,479	1,877,706	7.87	532,053	542,112	-1.86
Utility vehicles	586,664	552,135	6.25	118,721	77,025	54.13
Vans	177,535	171,395	3.58	3,115	2,204	41.33
Passenger Vehicles	2,789,678	2,601,236	7.24	653,889	621,341	5.24
M&HCVs	302,373	232,755	29.91	35,192	30,652	14.81
LCVs	383,331	382,193	0.30	66,497	56,287	18.14
Commercial Vehicles	685,704	614,948	11.51	101,689	86,939	16.97
Three wheelers	538,092	532,626	1.03	404,441	407,600	-0.78
Two wheelers	16,455,911	15,975,561	3.01	2,481,193	2,457,466	0.97
Quadricycle*	-	-	-	334	-	-
Total of All Categories	20,469,385	19,724,371	3.78	3,641,546	3,573,346	1.91

* Cumulative data is only for Oct-March 16 Source SIAM report

The domestic sales of Passenger Vehicles grew by 7.24 % in FY 2015-16 over the same period last year. Within the Passenger Vehicles, Passenger Cars, Utility Vehicles and Vans grew by 7.87 %, 6.25 % and 3.58 % respectively during the year over the same period last year mainly due to new launches in the compact segment for Passenger Cars and Utility vehicles at very attractive prices.

The domestic Commercial Vehicles segment registered a growth of 11.51 % in FY 2015-16 as compared to the same period last year largely driven by replacement demand, declining fuel prices, pre-buying ahead of BS IV norms and ABS mandatory fitment. Medium & Heavy Commercial Vehicles (M&HCVs) registered a growth at 29.91 % and Light Commercial Vehicles (LCVs) grew marginally by 0.30 % during FY 2015-16 over the same period last year.

Three Wheelers domestic sales grew only by 1.03 % in FY 2015-16 over the same period last year.

In FY 2015-16, overall automobile exports grew by 1.91 %. Passenger Vehicles and Commercial Vehicles registered a growth of 5.24 % and 16.97 % respectively. Three Wheelers de-grew by 0.78 % FY 2015-16 over FY 2014-15.

The Indian Auto Components Ancillary Industry continues to face adverse headwinds to maintain volumes and margins.

Your Company operates in Sheet Metal Components, Assemblies and Sub-assemblies segment of the Auto Components Industry. It manufactures a range of sheet metal components and assemblies for the Automobile Industry and is a Tier One auto components supplier.

OPERATIONS

Your Company''s sales during the year were impacted by lower volumes in the segment in which it predominantly operates. Some of the models under passenger car segment and LCV segment on which your Company has heavy dependence, recorded sharper drop in volume and this had an adverse effect on sales. Even though, the passenger car recorded growth of 4.02 %, your Company couldn''t achieve corresponding growth since the major customer including anchor customer of your Company recorded a negative growth.

Due to the above, the capacity utilization of your Company was low. To minimize the impact of falling volumes and increase in minimum wages, bonus and energy costs, your Company has taken cost reduction initiatives as counter measures such as EBITDA improvement programmes by enhancing productivity and improving operational excellence. Apart from the cost reduction programmes, your Company has been aggressively pursuing new business opportunities in Utility Vehicle segment, Commercial Vehicles Segment and Three Wheeler Segment by getting greater share of business from existing Customers. Your Company is also participating in new program launches in LCV segment which will further enhance its share of business in LCV segment. Your Company is exploring to participate in M & HCV segment by pursuing new business opportunities it with major Customers. Further your Company will also be adding non-auto business.

The order booking of the Company during FY 2015-16 is healthy and it will be realized into sales as per vehicle introduction plan by respective Customer. Accordingly, it will have a positive impact on volumes and hence better capacity utilization, margins and overall performance on a sustained basis in the future.

INCOME AND EXPENDITURE

Net Sales dropped by 9.50% to Rs. 26,121.68 Lakhs primarily due to reduction in Customer volumes and lower steel price leading to lower component sales. Other operating income mainly comprises of income from job work which is reduced by 5.13% to Rs. 175.64 Lakhs. Other Income mainly consists of profit on sale of assets (net) of Rs. 79.48 Lakhs.

Cost of materials consumed (including change in stock) as a percentage to sales decreased by 3.66% to 74.67% because of change in the product mix. The Management has been taking continuous steps to improve material utilization.

The inflationary effect of Employee expenses has been partially offset by the productivity improvements programs undertaken by the Management. Other Expenses comprising Manufacturing, Administration and Selling Expenses have been reduced by 1.65% to Rs. 2966.53 Lakhs due to reduction in Sales volumes and implementation of EBITDA improvement programmes.

Even though net sales were dropped by 9.50% as compared to FY 2014-15, however with the management initiatives on productivity improvements and cost reduction programmes, the Loss before Depreciation, Financial Charges and Tax was contained at Rs. 173.41 Lakhs as against Earnings before Depreciation, Finance Costs and Tax of Rs. 643.93 Lakhs in the previous year.

Interest expense increased by 13.13% to Rs. 932.62 Lakhs due to increase in borrowings. Depreciation and amortization expense have been reduced from Rs. 968.90 Lakhs to Rs. 963.23 Lakhs. OPPORTUNITIES AND THREATS

- Investment in Technology / Process:

As the automotive market is continually upgrading its technology and processes, your Company is also upgrading its technology to participate in new vehicle programmes launched by Customer.

- Company''s own technology / processes / system improvement plan:

Your Company is undertaking various new technology initiatives, process upgradation and system enhancements which will further improve the productivity and potential for new businesses from existing and new customers. This will not only enhance the capacity utilization but will also broaden the customer base and introduction into new business segments.

The auto industry is on the way to grow but the major customers of your Company are under pressure and have to regain the market position in their respective segments.

The profitability of the Indian Auto Components Industry is likely to continue to be under strain due to pricing pressures from OEMs because of new product launches which has created heightened competitive intensity thereby constraining their pricing flexibility.

SEGMENT-WISE PERFORMANCE

The Company operates only in the Automobile Component Segment in the Domestic Market.

FUTURE OUTLOOK

According to SIAM, in FY 2016- 17 passenger vehicle sales are projected to grow between 6-8 %, M & HCVs at 12-15 % and in LCV segment single digit growth is expected. Three-wheeler sales are also expected to recover with rising urbanization and migration to cities boosting intra-city

Automotive Stampings and Assemblies Limited transportation. Three-wheeler manufacturers are pushing further into rural areas as LCVs try to encroach on traditional three- wheeler markets.

According to SIAM, during FY 2016-17 industry GDP is expected to grow at 7.6 % whereas the overall GDP of the country is expected to grow at a rate of 7.9 %.

There is proposed outlay by the Government on account of infrastructure spending in Roads, Railways, Ports and Smart City etc. The Government has also planned certain initiatives to boost rural consumption which will help drive GDP growth. Additionally Government is planning to bring 7^th pay Commission which will provide higher discretionary income. Normal monsoons are forecasted for the year; as a result it is likely that agricultural GDP would experience a faster growth pace. All these factors will eventually drive GDP growth.

Recently RBI has cut repo rate by 25 basis point putting the current rate at 6.50 % thereby reducing the interest rates by 50 basis points. This momentum may continue in FY 2016-17 provided inflation is under control. It is expected that Commodity prices will remain stable or may slightly go up.

RISKS AND CONCERNS

- Skill Availability:

In some of the locations of our operations, sourcing of skilled labour is an issue which may create challenges for future growth.

- Rising input costs:

The rising input cost is a cause for concern which, unless controlled, will impact sales and also erode margins.

- Concentrated Customer Base:

Concentrated OEM and limited product portfolio make the component manufacturers vulnerable to the vagaries of business cycles.

Your Company has been taking steps to mitigate the risks by creating a state of internal readiness to seize opportunities that unfold and continues to explore new business opportunities.

STATE OF COMPANY''S AFFAIRS

Discussion on state of Company''s affairs has been covered as part of the Management Discussion and Analysis.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has developed robust internal control systems by documenting procedures covering financial and operating functions. These systems are providing a reasonable assurance with regard to its financial and operations controls.

Some significant features of the internal control systems are:

- Implementation of ERP (SAP) for online control of all transactions including finance, materials, dispatch, quality, costing, etc. across all locations.

- A detailed preparation and subsequent monitoring of both Annual budgets & Capital Expenditure budgets for all its functions.

- Internal audits are conducted by external auditors and they audit all aspects of business, based on audit programmes finalized by the Audit Committee.

- Review of the financial performance by Audit Committee.

RELATED PARTIES

Note 25 of the Financial Statements sets out the nature of transactions with related parties. Transactions with Related Parties are carried out in the ordinary course of business and at the arm''s length. The details of the transactions are tabled before the Audit Committee. Further details on this are explained in the Corporate Governance Report. None of the transactions with related parties falls under the scope of Section 188 (1) of the Companies Act, 2013. Hence, no particulars are being provided in Form AOC-2.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

Pursuant to the provisions of the Companies Act, 2013, and rules made there under, amended from to time, your Company is not mandatorily required to spend any amount on this account in view of the losses. Your Company has however been undertaking CSR initiatives voluntarily.

Corporate Social Responsibility Committee constituted in terms of Section 135 of the Companies Act, 2013 monitors the CSR activities undertaken by the Company as per CSR Policy. The CSR Policy has been uploaded on the website of the Company: www.autostampings. com.

The employees from all plants of the Company voluntarily contribute their time by visiting orphanages/ old age homes, schools, etc. to provide some companionship and succor to children and aged people. Your Company identifies employable local youth and provides training to them under their Skill Development Centre.

ENVIRONMENT, HEALTH AND SAFETY

Your Company is committed to provide a safe, secure and healthy workplace and this has been documented in the Health, Safety and Environment (HSE) policy which is part of the Overarching Wellness strategy of your Company. Your Company has therefore adopted a comprehensive approach to implement this by adopting ''Total Safety Culture'' concept across its operations. All the Plants of the Company have been certified for EMS 14001 and OHSAS 18001. All plants are especially focused on the wellness initiative.

Your Company has initiated a process for implementation of the British Safety Council (BSC) Certification. All plants are having three star ratings and taken a goal for achieving four star rating. Internal Audits of BSC for health, safety and environment have been conducted at all Plants every quarter and training and awareness initiatives have been undertaken. Health checks and counseling are extended to employees.

During the year, the approach to safety has been further strengthened in all operations of your Company. Regular safety drills and safety audits are continued at all plants. The requisite training is provided to the employees in Safety.

Your Company has adopted "Grey to Green" climate change policy to reduce its carbon footprint by reducing power consumption and selling steel scrap to be reprocessed and sold.

There is a continued focus on tracking of "near miss" incidences, which has resulted not only in reduction of reportable accidents but even in first aid injuries & non- reportable accidents. Safety competitions, presentations on safety kaizens, mock drills, etc. are conducted for achieving a safe and healthy work environment.

Your Board of Directors are continually updated on Health, Safety and Environment related matters. QUALITY INITIATIVES

All the manufacturing Plants of your Company are certified under TS 16949 and ISO 14001. Your Company has been implementing the ''Tata Business Excellence Model'' to build excellence in its business operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Deepak Rastogi (DIN : 02317869) will retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

Mr. Arvind Goel (DIN: 02300813) retired by rotation and was re-appointed in the 25th AGM held on July 23, 2015.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are: Mr. Anil Khandekar, Manager designated as Chief Executive Officer, Mr. Ajay Joshi, Chief Financial Officer and Mr. Ashutosh Kulkarni, Company Secretary. During the year under review, Mr. Shailendra Dindore resigned from the post of Company Secretary and Compliance Officer with effect from EOB July 10, 2015. The Board places on record its appreciation for the services rendered by him during his tenure with the Company. Mr. Ashutosh Kulkarni has been appointed as Company Secretary and Compliance Officer with effect from July 23, 2015.

Apart from above there has been no change in the Directors / Key Managerial Personnel during the year.

EVALUATION OF DIRECTORS, THE BOARD & ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation for FY 2015-16 of (a) its own performance; (b) the Directors individually; and (c) the working of its Committees viz. ''Audit Committee'', ''Nomination and Remuneration Committee'', ''Corporate Social Responsibility Committee''; ''Finance Committee'' and the ''Stakeholders Relationship Committee''. The details of evaluation process have been explained in the Corporate Governance Report.

REMUNERATION POLICY

The details of the Remuneration Policy as approved and adopted by Board are stated in the Corporate Governance Report.

POLICY WRT QUALIFICATIONS, ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has adopted the Guidelines on Board Effectiveness ("Governance Guidelines" or "guidelines") which inter-alia cover the criteria for determining qualifications, attributes and independence of a Director. The details of the Policy are stated in the Corporate Governance Report. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD AND COMMITTEE MEETINGS

The details of Board / Committee composition and meetings held during the year are given in the Corporate Governance Report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurring after March 31, 2016 which may affect the financial position of the Company or may require disclosure.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There are no loans, guarantees or investments made by Company under Section 186 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted deposits under Chapter V of the Companies Act, 2013.

CORPORATE GOVERNANCE

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance, along with the Certificate of Compliance from the Auditors, forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

1. In the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed and there are no material departures;

2. Accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the loss of the Company for the year ended on that date;

3. Proper and sufficient care have been taken for the maintenance of accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing & detecting fraud and / or other irregularities;

4. The annual accounts have been prepared on a going concern basis;

5. Internal financial controls have been laid down by the Company and that such internal financial controls are adequate and are operating effectively; and

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 as Annexure I to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is annexed as Annexure II to this Report.

PERSONNEL

At the end of March, 2016, your Company had 636 employees (excluding trainees and apprentices) and there is no change in the employee count of March, 2016 as compared to end of March 2015.

Your Company accords high importance in building and sustaining healthy employee engagement with the aim of achieving competitive productivity & harmonious work environment. The industrial relations during the year was remained peaceful. With a view to ensure prompt resolution of employee''s grievances, various Committees have been set up under the capable Chairmanships which are guided by Functional Heads / Department Heads e.g. Works Committee, Health, Safety and Environment Committee, Prevention of Sexual Harassment Committee (POSH) etc.

The functioning of these Committees are regularly reviewed by the Management and the Board is also updated regularly.

During the year, your Company has signed a long term wage settlement agreement with workers union of Bhosari plant which is unique and historical in many ways. Considering the competitive market scenario, it has become essential to have substantial improvement in the productivity on the shop floor. Your Company has been implementing TPM, WCSQ, Kaizen and other various systems to improve overall performance of all plants.

The Information required under Section 197(12) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure III to this Report.

A statement containing the name of employee who received remuneration in excess of the limits prescribed under Section 197 of the Companies Act, 2013, read with Rule 5 (2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure IV to this Report.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Your Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

Your Company has not received any complaint of sexual harassment during the financial year 2015-16. RISK MANAGEMENT

The details of Risk Assessment framework are set out in the Corporate Governance Report forming part of the Boards'' Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism. The details of the same are explained in the Corporate Governance Report and also posted on the website of the Company.

NAMES OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

The Company did not have any subsidiaries, associates or joint ventures during the year.

AUDITORS

1. Statutory Auditors:

M/s. Price Waterhouse, Chartered Accountants (Firm Reg. No. 301112E) will retire at the conclusion of the ensuing AGM as Statutory Auditors and being eligible, offer themselves for re-appointment. Your Company has received a certificate, confirming that if re-appointed, their re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. Members are requested to consider the re-appointment of the Statutory Auditors and authorize the Board of Directors to fix their remuneration.

2. 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, the Board of Directors had appointed M/s. SVD & Associates, Company Secretaries for conducting Secretarial Audit of the Company for FY 2015-16. The Report of the Secretarial Audit is annexed herewith as Annexure V to this Report.

Based on the Audit Committee recommendations, the Board has approved re-appointment of M/s. SVD & Associates, Company Secretaries for conducting the Secretarial Audit for FY 2016-17.

The Auditors'' Report and the Secretarial Audit Report for the year ended March 31, 2016 do not contain any qualification, reservation and adverse remark.

AWARDS AND RECOGNITION

Your Company received meritorious Award for "Improvement in Quality" organized by Quality Circle Forum of India (QCFI) and Award for "Quality Implementation" from Tata Motors Limited.

FORWARD LOOKING STATEMENTS

Certain statements describing the Company''s Estimates, Projections, Expectations, Future Outlook, Industry Structure and Developments may be construed "forward-looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied in this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Bankers, Customers, Suppliers and Members.

Your Board would like to place on record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a very significant part in the Company''s operations.

For and on behalf of the

Board of Directors

Pradeep Mallick

Chairman

Date: April 28, 2016

Place: Pune

---

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Twenty Fifth Annual Report together with the Audited Financial Statement of your Company for the year ended March 31, 2015. The Management Discussion and Analysis forms part of the Report.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Financial Year

2014-15 2013-14

Revenue from Sale of Products (Net) 28,864.98 33,757.54

Other Operating Revenue 185.14 408.60

Other Income 4.68 12.07

Total Revenue 29,054.80 34,178.21

Cost of Materials Consumed (including change in inventories) 22,608.91 26,009.49

Employee Benefit Expense 4,073.56 4,043.21

Other Expenses 3,016.26 3,147.27

Earnings / (Loss) before Depreciation, Financial Charges and Tax (643.93) 978.24

Interest Expense 824.35 663.56

Depreciation and Amortization Expense 968.90 1,519.97

Profit / (Loss) before Tax (2,437.18) (1,205.29)

Tax Expense / (Credit) (120.09) (376.00)

Profit / (Loss) for the year (2,317.09) (829.29)

DIVIDEND

Due to the loss during the year, the Board of Directors has not recommended a dividend.

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian Automobile Industry is made up of Original Equipment Manufacturers (OEMs) i.e. Automobile manufacturers and auto component manufacturers.

The Industry is an emerging sector in India, with almost all global majors having set up their facilities here. The Industry has been continually evolving and absorbing newer technologies in order to align itself with global developments and realise its full potential.

The Auto Components Industry in India comprises Tier One manufacturers who supply complete component modules to OEMs, Tier Two manufacturers who cater to Tier One manufacturers and Tier Three manufacturers who supply components to Tier Two manufacturers. The Industry is divided into five segments viz. engine parts, drive transmission & steering parts, suspension & brake parts, electric parts and body & chassis.

The fortunes of the Auto Components Industry are closely linked with those of the OEMs.

The Auto Components Industry has been impacted during the year due to economic slowdown of the industry in general and particularly, the automobile industry.

The chart below shows the sales of various categories of vehicles during FY 2014-15 compared to FY 2013-14:

Segment 2014-15 2013-14 Growth

Passenger cers 1,876,012 1,286,226 4.99%

Utility vehicles 553,699 525,839 5.30%

Vans 171,395 190,844 - 1 0.19%

3 -wheelers 531,927 490,085 10.80%

Medium & Heavy commercial vehicles ( M & HCVc) 252,755 250,618 16.02%

Light commercial vehicles (LCVs) 382,206 432,233 - 11.57%

Source: SIAM report

The Indian Auto Components Industry has also been facing its most formidable challenge to maintain volumes as well as margins.

Your Company operates in Sheet Metal Components, Assemblies and Sub-assemblies segment of the Auto Components Industry. It manufactures a range of sheet metal components and assemblies for the Automobile Industry and is a Tier One auto components supplier.

OPERATIONS

Your Company''s sales during the year were impacted by lower volumes in the segment in which it predominantly operates. Some of the models under passenger car segment and LCV segment, on which your Company has heavy dependence, recorded sharper drop in volume and this had a very adverse effect on sales. Even though, the passenger car segment recorded growth of 4.99%, your Company couldn''t achieve corresponding growth since the anchor customer of your Company recorded a negative growth.

Consequently, your Company could not utilize its capacity fully In addition, the frequent fluctuations in demand during the financial year 2014-15 have made planning for other resources difficult.

To minimise the impact of falling volumes and increasing input costs, your Company launched a number of containment actions and cost reduction drives as counter measures such as EBITDA improvement initiatives to enhance internal efficiencies and improve operational excellence. Apart from the cost reduction programmes, the Company has been aggressively pursuing new business opportunities. These initiatives will have a positive impact on volumes, margins and overall performance on a sustained basis in the future.

INCOME AND EXPENDITURE

Sales dropped by 14.49% to Rs. 28,864.98 Lakhs primarily due to lower volume and reduction in sales of tools, dies and moulds.

Other Operating Revenue which mainly comprises income from job work, reduced by 54.69% to Rs. 185.14 Lakhs.

Other Income, which mainly consists of interest on deposits, gain on exchange fluctuations and profit on sale of assets, reduced by 61.23% to Rs. 4.68 Lakhs. The prime reason for this was a loss caused by exchange fluctuations in the year under review against a gain in the previous year.

Cost of materials consumed (including change in stock) as a percentage to sales increased by 1.28% to 78.33% because of change in the product mix due to lower volume of LCVs. The Management has been taking continuous steps to improve control over material utilisation.

Employee expenses have remained almost at the same level as in the previous year since the effect of productivity improvements done was offset by the salary increases.

Other Expenses comprising Manufacturing, Administration and Selling Expenses reduced by 4.16% to Rs. 3,016.26 Lakhs due to reduction in Sales volumes and implementation of EBITDA improvement programmes. However, the reduction was partly offset by the increase in expenses on Repairs and maintenance.

The Loss before Depreciation, Financial Charges and Tax was Rs. 643.93 Lakhs as against Earnings before Depreciation, Finance Costs and Tax of Rs. 978.24 Lakhs in the previous year.

Interest expense increased by 24.23% to Rs. 663.56 Lakhs due to increase in borrowings.

Depreciation and amortization expense have reduced due to revision in the estimated useful lives of fixed assets, primarily plant and machinery, effective April 1, 2014 pursuant to the provisions of the Companies Act, 2013.

OPPORTUNITIES AND THREATS

* Investment in Technology:

As the automotive market is continually upgrading its technology, your Company is also upgrading its technology to participate in new vehicle programmes.

* Companies'' own technology improvement plan:

Your Company is undertaking various new technology initiatives which will further improve the potential for new businesses from existing and new customers.

The rural market is also facing a slowdown because of the impact of unseasonal rains that have hit the agricultural sector. Slowdown in industrial activity and modest income growth have been the key growth retarders over the past few years. The profitability of the Indian Auto Components Industry is likely to continue to be under strain due to pricing pressures from OEMs because of new product launches which has created heightened competitive intensity thereby constraining their pricing flexibility

SEGMENT-WISE PERFORMANCE

The Company operates only in the Automobile Component Segment in the Domestic Market.

FUTURE OUTLOOK

The industry is expected to benefit from lower fuel costs and softening of interest rates that would ideally help in replacements in the automotive sector. It is likely that the hatchback segment will see a visible growth as first-time buyers prefer new cars to two-wheelers or used cars.

The medium and long term outlook remains positive for the automotive sector and consequently, the auto component sector. This confidence is based on strong sector fundamentals which include low incidence of vehicle penetration in the country, projected high rate of GDP growth for the Indian economy, huge investments being made by the Government in infrastructure along with migration of middle class population to urban areas with aspirations for better living standards.

RISKS AND CONCERNS

* Rising input costs:

The rising input cost is a cause for concern which, unless controlled, will impact sales and also erode margins.

* Skill Availability:

In some of the locations of our operations, sourcing of skilled labour is an issue which may create challenges for future growth.

* Concentrated Customer Base:

Concentrated OEM and limited product portfolio make the component manufacturers vulnerable to the vagaries of business cycles.

Your Company has been taking steps to mitigate the risks by creating a state of internal readiness to seize opportunities that unfold and continues to explore new business opportunities.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has developed a robust internal control systems by documenting procedures covering financial & operating functions. These systems are providing a reasonable assurance with regard to its financial & operations controls.

Some significant features of the internal control systems are:

* A detailed preparation and subsequent monitoring of both Annual budgets & Capital Expenditure budgets for all its functions.

* Implementation of ERP (SAP) for online control of all transactions including finance, materials, dispatch, quality, costing, etc. across all locations.

* Internal audits are conducted by external auditors and they audit all aspects of business, based on audit programmes finalised by the Audit Committee

* Review of the financial performance by Audit Committee.

RELATED PARTIES

Note 24 of the Accounts sets out the nature of transactions with related parties. Transactions with Related Parties are carried out in the ordinary course of business and at the arm''s length. The details of the transactions are tabled before the Audit Committee. Further details on this are explained in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

Pursuant to the provisions of the Companies Act, 2013, your Company is not mandatorily required to spend any amount on this account in view of the losses. Your Company has however been undertaking CSR initiatives voluntarily.

Your Company has constituted a Corporate Social Responsibility Committee in terms of section 135 of the Companies Act, 2013. The Committee has formulated a CSR Policy to be undertaken by your Company covering the activities specified in the Act. The Policy has been uploaded on the website of the Company: www.autostampings. com.

The employees from all plants of the Company voluntarily contribute their time by visiting orphanages/ old age homes, schools, etc. to provide some companionship and succour to the needy children and aged people.

Your Company identifies employable local youth and provides training to them under their Skill Development Centre.

ENVIRONMENT, HEALTH AND SAFETY

Your Company is committed to provide a safe, secure and healthy workplace and this has been documented in the Health, Safety and Environment (HSE) policy which is part of the Overarching Wellness strategy of your Company. Your Company has therefore adopted a comprehensive approach to implement this by adopting ''Total Safety Culture'' concept across its operations. All the Plants of the Company have been certified for EMS 14001 and OHSAS 18001. The Pune plants are especially focused on the wellness initiative.

Your Company has initiated a process for implementation of the British Safety Council (BSC) Certification. Internal Audits have been conducted at all Plants and training and awareness initiatives have been undertaken.

During the year, the approach to safety has been further strengthened in all operations of your Company. Regular safety drills and safety audits are continued at all plants. The requisite training is provided to the employees in Safety. HSE audits are carried out every quarter and health checks & counseling are extended to employees.

Your Company has adopted "Grey to Green" climate change policy to reduce its carbon footprint by reducing power consumption and selling steel scrap to be reprocessed and sold.

There is a continued focus on tracking of "near miss" incidences, which has resulted not only in reduction of reportable accidents but even in first aid injuries & non- reportable accidents. Safety competitions, presentations on safety kaizens, mock drills, etc. are conducted for achieving a safe and healthy work environment.

Your Board of Directors are continually updated on Health, Safety and Environment related matters.

QUALITY INITIATIVES

All the manufacturing Plants of your Company are certified under TS 16949 and ISO 14001. Your Company has been implementing the Tata Business Excellence Model to build excellence in its business operations.

DIRECTORS

Mr. Arvind Goel will retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

EVALUATION OF DIRECTORS, THE BOARD & ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation for FY 2014-15 of (a) its own performance; (b) the Directors individually; and (c) the working of its Committees viz. Audit Committee, ''Nomination and Remuneration Committee'', ''Corporate Social Responsibility Committee''; Finance Committee and the ''Stakeholders Relationship Committee''. The details of evaluation process have been explained in the Corporate Governance Report.

REMUNERATION POLICY

On the recommendation of the ''Nomination and Remuneration Committee'', the Board has approved and adopted a Remuneration Policy. The details of the Policy are stated in the Corporate Governance Report.

POLICY WRT QUALIFICATIONS, ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has adopted the Guidelines on Board Effectiveness ("Governance Guidelines" or "guidelines") which inter alia cover the criteria for determining qualifications, attributes and independence of a Director. The details of the Policy are stated in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) and Clause 49 of the Listing Agreement.

BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the year are given in the Corporate Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance, along with the Certificate of Compliance from the Auditors, forms a part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

1. in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures;

2. accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the loss of the Company for the year ended on that date;

3. proper and sufficient care have been taken for the maintenance of accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing & detecting fraud and/or other irregularities;

4. the annual accounts have been prepared on a going concern basis;

5. internal financial controls have been laid down by the Company and that such internal financial controls are adequate and are operating effectively; and

6. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed as Annexure I to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act and Rule 12 (1) of Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT.9 is annexed as Annexure II to this Report.

PERSONNEL

At the end of March, 2015, your Company had 636 employees (excluding trainees and apprentices) as against 661 in March, 2014.

Your Company accords high importance to building and sustaining healthy industrial relations with the aim of achieving competitive productivity & cordial work environment. The industrial relations have remained harmonious. With a view to ensure prompt resolution of employee grievances, various Committees have been set up under the Chairmanship of Functional Heads / Department Heads e.g. Works Committee, Health, Safety and Environment Committee, Prevention of Sexual Harassment Committee, etc.

The functioning of these Committees is regularly reviewed by the Management and the Board is also updated regularly.

During the year, your Company has signed a long term productivity linked wage agreement at Halol plant. Considering the competitive market scenario, it has become essential to substantially improve the productivity on the shop floor. Your Company has been implementing TACO Productivity Management System (TPMS) on the principles of Maynard Operation Sequence Technique (MOST) to improve productivity, resulting in rationalisation / reduction in manpower in all the Plants.

The Information required under section 197(12) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure III to this Report.

There was no employee of the Company who received remuneration in excess of the limits prescribed under Section 197 of the Companies Act, 2013, read with Rule 5 (2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2014-15.

RISK MANAGEMENT

The details of Risk Assessment framework are set out in the Corporate Governance Report forming part of the Board''s Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism. The details of the same are explained in the Corporate Governance Report and also posted on the website of the Company.

AUDITORS

1. Statutory Auditors:

M/s. Price Waterhouse, Chartered Accountants (Firm Reg. No. 301112E) will retire at the conclusion of the ensuing Annual general meeting of your Company as Statutory Auditors and being eligible, offer themselves for re-appointment. Your Company has received a certificate, confirming that if re-appointed, their re-appointment will be in accordance with Section 139 read with Section 141 of the Act. Members are requested to consider the re-appointment of the Statutory Auditors and authorize the Board of Directors to fix their remuneration.

2. 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, the Board of Directors had appointed M/s. SVD & Associates, Company Secretaries for conducting Secretarial Audit of the Company for FY 2014-15. The Report of the Secretarial Audit is annexed herewith as Annexure IV to this Report.

Based on the Audit Committee recommendations, the Board has approved re-appointment of M/s. SVD & Associates, Company Secretaries for conducting the Secretarial Audit for FY 2015-16.

The Auditors'' Report and the Secretarial Audit Report for the year ended March 31, 2015 do not contain any qualification and adverse remark.

AWARDS AND RECOGNITION

Your Company received ''Supplier Quality Excellence Award'' from General Motors, India and ''Overall Performance Award'' from Tata Motors Limited.

FORWARD LOOKING STATEMENTS

Certain statements describing the Future Outlook, Industry Structure and Developments may be construed "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied in this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Bankers, Customers, Suppliers and Shareholders.

Your Board would like to place on record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a very significant part in the Company''s operations.



For and on behalf of the Board of Directors

Pradeep Mallick Pune, April 22, 2015 Chairman

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Mar 31, 2013

Dear Members,

The Directors take pleasure in presenting the Twenty Third Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. in Crore)

Particulars Financial Year

2012-13 2011-12

Total Revenue 465.18 571.73

Earnings before Depreciation, Financial Charges and Tax 13.66 29.31

Finance Cost 4.74 5.46

Depreciation and Amortization Expense 15.24 14.97

Profit / (Loss) before Tax (6.32) 8.88

Tax Expense / (Credit) (1.89) 2.91

Profit / (Loss) for the year (4.43) 5.97

DIVIDEND

Due to the loss during the year, the Board of Directors has not recommended a dividend.

CORPORATE SOCIAL RESPONSIBILTY

In terms of societal contribution, the following initiatives have been undertaken by the Company:

- The Company has adopted an orphanage/ old age home wherein the employees voluntarily contribute their time and effort to provide some companionship and succour to the children. The Company also contributes financially to mitigate the hardships by providing help to this orphanage.

- The Company identifies employable local youth and provides training to them under earn and learn scheme.

- The Company also contributes to social causes such as educational institutions.

ENVIRONMENT, HEALTH AND SAFETY

The Company is deeply conscious of its responsibility towards the environment, health and safety of its employees. During the year, the Company planted more than 600 trees in Chakan and Bhosari plants and installed oil skimmer in Chakan plant to separate oil from water.

Electrical safety audit and Thermographic survey were conducted in the plants during the year. The Company has planned to undergo a safety audit from National Safety Council (NSC) in all its plants in the current financial year.

Moreover, all plants of the Company have a daily safety walk conducted by the staff and permanent workers to different areas of the plant. The suggestions made during the walk are tracked and addressed by the concerned departments. The Company has also appointed Safety Officers in various plants, who work closely with the Plant Heads to address Health, Safety and Environment (HSE) matters in the plants. To increase awareness of safety and to avoid accidents, the employees of the Company are being trained to identify near miss accidents.

For better medical facility to the employees, the Company has appointed a full time Medical Officer in Chakan plant.

QUALITY INITIATIVES

All the manufacturing plants of the Company are certified under TS 16949 and ISO 14001. The Company has been implementing the Tata Business Excellence Model to build excellence in the business operations.

DIRECTORS

Mr. Pradeep Mallick and Mr. R A Savoor will retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance, along with the Certificate of Compliance from the Auditors, forms a part of this Report.

THE DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 and based on the representations received from the Operating Management, the Directors confirm that -

1. In the preparation of the Annual Accounts for the year 2012-13, the applicable Accounting Standards have been followed and that there are no material departures;

2. They have, in consultation with the Statutory Auditors, selected and applied accounting policies consistently and have 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 at the end of the financial year viz. March 31, 2013 and of the loss of the Company for the year ended on that date;

3. They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. They have prepared the annual accounts on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required in terms of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure I to this Report.

PERSONNEL

At the end of March, 2013, the Company had 2000 employees as against 2929 in March, 2012.

The Company believes in providing a conducive environment for nurturing potential, encouraging performance and retaining talent at all levels.

The Company faced labour agitation for wage revision and other related matters at the manufacturing plants at Bhosari and Chakan. The strike resorted to by the permanent workers at Chakan plant with effect from October 12, 2012 was called off on November 26, 2012. Similarly, stoppage of work resorted to by the permanent workers at Bhosari plant with effect from October 12, 2012 was called off on November 10, 2012. The Company has signed a long-term productivity linked wage agreement with the trade union at Bhosari. The discussions are continuing with the union at Chakan. Harmonious industrial relations prevailed at other plants of the Company.

There was no employee of the Company who received remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees), Amendment Rules, 2011.

AUDITORS

Price Waterhouse (FRN: 301112E), Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

COST AUDITORS

As per the Order of the Ministry of Corporate Affairs, Cost Audit has become applicable for the Company since the financial year 2012-13. The Company had appointed M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune as the Cost Auditors for the financial year 2012-13. Based on the Audit Committee recommendations, the Board has approved the reappointment of the firm for the financial year 2013-14.

SECRETARIAL AUDIT REPORT

The Company appointed M/s. S. V. Deulkar & Co, Company Secretaries for conducting Secretarial Audit of the Company for the financial year ended March 31, 2013. The Secretarial Audit Report is attached to this Annual Report. The Report confirms compliance by the Company with provisions of the Companies Act, 1956, Listing Agreement with the Stock Exchanges and the applicable Regulations under Securities and Exchange Board of India Act, 1992 except an instance of delay in intimation of calling off of strike as per clause 36 of the Listing Agreement. Steps are being taken to further strengthen the compliance mechanism.

FORWARD LOOKING STATEMENTS

Certain Statements describing the Future Outlook, Industry Structure and Developments may be "forward - looking statements" within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied in this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks and appreciation for the guidance, support and continued co-operation extended by Bankers, Central and State Governments, Customers, Suppliers and Shareholders.

The Directors also take this opportunity to record their appreciation of the dedicated efforts and contribution made by all the employees.

For and on behalf of the

Board of Directors

Pradeep Mallick

Mumbai, May 6, 2013 Chairman

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Mar 31, 2012

The Directors take pleasure in presenting the Twenty Second Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS

(Rs. in Crores)

Particulars Financial Year

2011-12 2010-11

Total Revenue 571.73 531.90

Earnings before Depreciation, Financial Charges and Tax 29.31 33.88

Finance Cost 5.46 5.86

Depreciation and Amortization Expense 14.97 12.97

Profit before Tax 8.88 15.05

Tax Expense 2.91 4.88

Profit for the year 5.97 10.17

DIVIDEND

The Directors have paid dividend of Rs. 0.41 Crores (exclusive of dividend tax) on pro-rata basis on 90,00,000 12% Cumulative Redeemable Preference shares redeemed on August 17, 2011.

The Directors are pleased to recommend an equity dividend of 15% (Rs. 1.50 per share) for the year 2011-12. It would lead to an outflow of about Rs. 2.38 Crores (excluding dividend tax).

CORPORATE SOCIAL RESPONSIBILTY

In terms of societal contribution, the following initiatives have been undertaken by the Company:

* The Company has adopted an orphanage wherein the employees voluntarily contribute their time and effort to provide some companionship and succour to the children. The Company also contributes financially to mitigate the hardships by providing help to this orphanage.

* The Company identifies employable local youth and provides training to them under earn and learn scheme.

* The Company also contributes to social causes such as hospitals, educational institutions, etc. ENVIRONMENT, HEALTH AND SAFETY

In terms of its responsibility towards the environment, the initiatives undertaken include the planting of trees in the vacant land at Plant sites, conservation in water usage, minimizing effluents through better monitoring and corrective measures, use of solar powered heaters, oil skimmers for separating the oil from sewage, energy efficient CFL Lighting in place of Florescent lamps, reduction of quantum of input material through Value Analysis/Value Engineering activities, use of Piped Natural Gas (PNG) instead of diesel for heating purpose in Autophoretic Process and optimum utilisation of transport vehicles through multi stacking of pallets.

The Company has also undertaken the Green Initiative by sending electronic communications to its Directors and Shareholders.

The Company follows all statutory and safety norms. Safety is accorded prime importance in the organization. The Company has Safety Committees and Safety Captains in each Plant, who oversee the Workforce's safety, through ensuring safe conditions and actions. Safety audits and evacuation drills are conducted regularly and all staff members are encouraged to participate. Periodic health checkup for the employees is also conducted.

QUALITY INITIATIVES

All the manufacturing plants of the Company are certified under TS 16949 and ISO 14001. The Company has been implementing the Tata Business Excellence Model to build excellence in the business operations.

DIRECTORS' Appointment

Mr. Ajay Tandon was appointed as an Additional Director of the Company w.e.f. July 27, 2011. He holds office up to the date of the ensuing Annual General Meeting of the Company. Notice has been received from a member of the Company proposing his candidature for the office of Director. The Directors recommend his appointment.

* Retirement by Rotation

Mr. L Lakshman and Mr. Amitabha Mukhopadhyay will retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance, along with the Certificate of Compliance from the Auditors, forms a part of this Report.

THE DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors confirm that -

1. In the preparation of the Annual Accounts for the year 2011-12, the applicable Accounting Standards have been followed and that there are no material departures;

2. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 at the end of the financial year viz. March 31, 2012 and of the profit of the Company for the year ended on that date;

3. They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. They have prepared the annual accounts on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required in terms of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure I to this Report.

PERSONNEL

At the end of March, 2012, the Company had 2929 employees as against 2525 in March, 2011.

The Company believes in providing a conducive environment for nurturing potential, encouraging performance and retaining talent at all levels. Harmonious industrial relations prevailed at all the Plants of the Company.

The details of employees of the Company who received remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules, 2011 are given in Annexure II to this Report.

AUDITORS

Price Waterhouse, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

COST AUDITORS

As per the Order of the Ministry of Corporate Affairs, the Cost Audit has become applicable for the Company. Accordingly, the Company has appointed M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune as the Cost Auditors for the financial year 2012-13.

SECRETARIAL AUDIT REPORT

The Company appointed M/s. S. V. Deulkar & Co., Company Secretaries for conducting Secretarial Audit of the Company for the financial year ended March 31, 2012. The Secretarial Audit Report is attached to this annual report. The Report confirms compliance by the Company with provisions of the Companies Act, 1956, Listing Agreement with the Stock Exchanges and the applicable Regulations under Securities and Exchange Board of India Act, 1992.

FORWARD LOOKING STATEMENTS

Certain Statements describing the Future Outlook, Industry Structure and Developments may be "forward - looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand / supply, price conditions in domestic and overseas market in which the Company operates, changes in Government regulations, tax laws and other statutes.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks and appreciation for the guidance, support and continued co-operation extended by Bankers, Central and State Governments, Customers, Suppliers and Shareholders.

The Directors also take this opportunity to record their appreciation of the dedicated efforts and contribution made by all the employees.

For and on behalf of the

Board of Directors

Pradeep Mallick

Mumbai, April 24, 2012 Chairman

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Mar 31, 2011

The Directors take pleasure in presenting their Twenty First Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2011.

FINANCIAL RESULTS

(Rs. in Crores)

Particulars Financial Year

2010-11 2009-10

Sales and other income 531.90 417.27

Earnings before Depreciation, Financial Charges and Tax 34.00 28.21

Financial Charges 5.98 6.94

Depreciation 12.97 13.50

Profit before Tax 15.05 7.77

Taxation 4.88 2.62

Profit for the year 10.17 5.15

DIVIDEND

The Board has recommended payment of dividend of Rs. 1.08 Crores (excluding dividend tax) on 12% Cumulative Redeemable Preference Shares for the year 2010-11 as per the terms of issue.

The Directors are pleased to recommend an equity dividend of 20% (Rs. 2 per share) for the year 2010-11. It would lead to an outflow of about Rs. 2.03 Crores (excluding dividend tax).



DIRECTORS

Mr. Alberto Moreno and Mr. Francisco José Riberas Mera resigned as Directors of the Company with effect from December 10, 2010. The Board of Directors places on record its appreciation for the valuable services rendered by them during their tenure of Directorship.

Mr. Pradeep Mallick was appointed Chairman of the Board of Directors of the Company w.e.f. January 18, 2011.

Mr. Pradeep Mallick and Mr. Rameshwar S. Thakur will retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance, along with the Certificate of Compliance from the Auditors, forms a part of this Report.

THE DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors confirm that -

1. In the preparation of the Annual Accounts for the year 2010-11, the applicable Accounting Standards have been followed and that there are no material departures;

2. They have in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. March 31, 2011 and of the profit of the Company for the year ended on that date;

3. They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. They have prepared the annual accounts on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required in terms of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure I to this Report.

PERSONNEL

At the end of March, 2011, the Company had 2525 employees as against 1646 in March, 2010.

The Company believes in providing a conducive environment for nurturing potential, encouraging performance and retaining talent at all levels. Harmonious industrial relations prevailed at all the Plants of the Company.

There was no employee of the Company who received remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees), Rule 1975.

AUDITORS

Price Waterhouse, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

SECRETARIAL AUDIT REPORT

The Company has appointed a Practicing Company Secretary for conducting Secretarial Audit of the Company for the financial year ended March 31, 2011. The Secretarial Audit Report is attached to this annual report. The Report confirms compliance by the Company with provisions of the Companies Act, 1956, Listing Agreement with the Stock Exchanges and the applicable Regulations under Securities and Exchange Board of India Act, 1992.

FORWARD LOOKING STATEMENTS

Certain Statements describing the Future Outlook, Industry Structure and Developments may be "forward – looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors t hat could make a difference to the Companys operations include economic conditions affecting demand / supply, price conditions in domestic and overseas market in which the Company operates, changes in Government regulations, tax laws and other statutes.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere thanks and appreciation for the guidance, support, continued co-operation extended by Bankers, Central and State Governments, Customers, Suppliers and Shareholders.

The Directors also take this opportunity to acknowledge the dedicated efforts of the employees.

For and on behalf of the Board of Directors

Pradeep Mallick Pune, April 22, 2011 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting their Twentieth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended March 31, 2010.

1. MANAGEMENT DISCUSSION AND ANALYSIS

To avoid duplication and overlap, this Report includes the Management Discussion and Analysis.

1.1 FINANCIAL AND OPERATIONAL PERFORMANCE

The summarised financial results of the Company for the period under review are:

(Rs. in million) Financial Year 2009-10 2008-09

Sales 4,143.70 3,456.22

Other Income 29.01 29.34

Profit before Depreciation, Financial Charges and Tax 282.05 184.52

Less: Depreciation 135.02 135.33

Financial Charges 69.35 82.53

Profit / (Loss) before Tax 77.68 (33.34) Less: Provision for Taxation

a. Current Tax (net of Minimum - 0.03 Alternate Tax credit entitlement)

b. Deferred Tax Expense / (Credit) 26.00 (9.60)

c. Fringe - 1.45 Benefit Tax

d. Short / (Excess) Provision for taxation in respect of earlier years 0.23 (0.98)

Profit / (Loss) After Tax 51.45 (24.24)

Balance from last year 34.91 77.75

Profit available for appropriation 86.36 53.51

Appropriations:

- Transfer to General Reserve 5.00 -

- Proposed Dividend on Preference 10.80 10.80 Shares

- Proposed Dividend on Equity Shares 15.30 5.10

- Tax on Dividend 4.34 2.70 Balance Carried Forward 50.92 34.91



Income

Net Sales

The net sales increased by 19.89% during the year under review on the back of an increase in volumes of customer programmes being handled by the Company.

Other Income

The other income mainly consists of income from investments in mutual fund schemes, cash discount received, miscellaneous receipts and write back of provisions no longer required. Other income marginally decreased by 1.12%.

Expenditure

Raw Material Consumed (including Change in Stock)

Raw material consumed (including change in stock) as a percentage to sales reduced by 1.23% mainly because of lower tooling sales where the material content is high.

Payments to and provisions for employees

Employee cost increased by 6.50% due to full year impact of wage revisions effected in the previous year as well as year-on-year salary hikes.

Manufacturing, Selling & Other Expenses

Manufacturing, Selling & Other Expenses have increased by 25.14% as a result of increase in sales and also administrative expenses.

Profit before Interest, Depreciation and Tax

The Profit before Interest, Depreciation and Taxation increased from Rs. 184.52 million to Rs. 282.05 million.

Interest and Finance Charges

Interest and finance charges have decreased by 15.96% mainly on account of repayment of loans.

Depreciation and Amortization

The Depreciation is in line with the previous year inspite of additions to fixed assets which have been neutralized by some of the assets being fully depreciated in the current year.

Net Profit / (Loss)

The Profit after tax of Rs. 51.45 million as against a Loss after tax of Rs. 24.24 million in previous year is as a result of higher sales, write back of provisions no longer required and reduction in interest and finance charges.

1.2 INDUSTRY STRUCTURE AND DEVELOPMENTS

The automotive industry globally is one of the largest industries and is a key driver of the economy. A sound transportation system plays a pivotal role in the country’s robust economic and industrial development. The automotive industry comprising the automobile and the auto component sectors has made rapid strides since the de-licensing and deregulation of the sector to Foreign Direct Investment in 1991. The fortunes of the auto components industry are closely linked to that of the automobile industry.

The Indian auto components industry is linked with other engineering and manufacturing divisions in the country through both forward and backward integration. The industry has grown from being a relatively small domestic industry to one that supplies high value and critical components to global automotive giants.

Today, India has the potential to manufacture a range of automotive components (about 20,000 in numbers) - from fasteners to engine parts.

The Industry is highly fragmented with around 500 organized players. The unorganized players are mainly replacement market players or tier three and four component manufacturers.

Automotive Stampings and Assemblies Limited

1.3 OPPORTUNITIES AND THREATS

India is emerging as a global manufacturing hub for auto component manufacture. India is among the most competitive manufacturers globally of auto components especially, (a) Metal Intensive components: Forgings, Stampings and Castings; (b) Skilled Labour-intensive components: Machining, wiring-harness and other electrical components; and (c) Hi-tech components: Electronic Fuel Injectors.

Apart from the growing demand from the global markets, the domestic automobile market boosted by the surge in domestic demand, is also contributing to the growth of the auto components industry. The Indian automobile is making inroads into the rural middle class after spreading itself amongst the urban and rural rich markets. It offers differentiated products to suit requirements of different class segments of customers.

Rising steel prices and withdrawal of incentives by the Government which were provided during the economic slowdown could impact the growth of the industry.

1.4 SEGMENT-WISE PERFORMANCE

The Company’s sales are primarily to Domestic Automobile Component Segment. However, the Company also has a share in the export segment. During the year under review, the Company achieved domestic sales of Rs. 4,117.77 million as against Rs. 3,424.88 million in the previous year and export sales of Rs. 25.93 million as against Rs. 31.34 million in the previous year.

1.5 FUTURE OUTLOOK

With investments around US$ 15 billion slated for the sector over the next few years, the prospects for India’s auto market are bright. The auto component domestic market reflects corresponding promise.

With increased outsourcing in an integrated supply chain model followed by the automotive industry, the medium term outlook for the auto component industry is positive. The indigenous demand for auto components is estimated to reach US$ 20 billion in next ten years.

The Indian Passenger Car market offers ample opportunity for volume growth since the per capita Car penetration is only 7 per 1000 as compared to 500 in Germany. Analysts estimate domestic Car production to touch 3 million p.a. in the next three years. With liberalized policies of the Indian Government, the automobile production in the sub-continent is poised for steady growth.

Steel will remain the dominant material for auto component due to its versatility. It is providing a wide range of properties through the choice of appropriate combination of composition and processing. Further, high recycling ability will always favour steel as a choice for use in auto component manufacturing.

1.6 RISKS AND CONCERNS

The industry is facing cost disadvantage in the form of increasing raw material costs, power costs, higher taxation, infrastructure costs, etc. With increasing input costs and frequent automobile design changes, components manufacturers are required to constantly invest to upgrade themselves and to add value. This has been a drag, especially on small and medium manufacturers.

1.7 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company’s SAP system captures all the key transaction data. This, along with a system of internal controls ensures that all transactions are properly recorded and authorised. The internal control system is supplemented by documented policies and procedures. The same is further supplemented by a programme of audits by the Internal Auditors who periodically present their observations to the Audit Committee.

1.8 HUMAN RESOURCES

The Company had 1646 employees (including Trainees under Employment Promotion Program, etc.) on March 31, 2010.

Harmonious industrial relations prevailed at all the units of the Company. The Company has signed a long-term productivity linked wage agreement with the trade union at Chakan.

2. DIVIDEND

The Board has recommended payment of dividend of Rs. 10.80 million (exclusive of dividend tax) on 12% Cumulative Redeemable Preference Shares for the year 2009-10 as per the terms of issue.

The Directors are pleased to recommend an equity dividend of 15% (Rs. 1.50 per share) for the year 2009-10. It would lead to an outflow of about Rs. 15.30 million, exclusive of dividend tax.

3. EXPANSION

The Company has planned an expansion at the Pantnagar Plant with an estimated outlay of Rs. 192.88 million in 2010-11 to cater to the new vehicles on the platform to be launched by Tata Motors.

To finance the capital expenditure, a rights issue of securities with the issue size not exceeding Rs. 300 million is planned.

4. QUALITY INITIATIVES

All the plants of the Company are certified under TS 16949. Further, plants at Bhosari and Chakan are also ISO 14001 certified. The Company has been implementing the Tata Business Excellence Model to build excellence in the business operations.

5. DIRECTORS

5.1 Resignations

Mr. S. Ramakrishnan resigned as a Director of the Company with effect from January 27, 2010.

The Board of Directors places on record its appreciation for his valuable contribution during the tenure as a Director.

5.2 Appointments

Mr. L Lakshman and Mr. Amitabha Mukhopadhyay have been appointed as Additional Directors with effect from April 28, 2010.

They hold office upto the date of the ensuing Annual General Meeting of the Company. Notices have been received from a member of the Company proposing their candidature for the office of Director. The Directors recommend their appointments.

5.3 Retirement by Rotation

Mr. R. A. Savoor and Mr. Francisco José Riberas Mera will retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

6. CORPORATE GOVERNANCE

The necessary measures have been taken to comply with the requirements of the Listing Agreements with the stock exchanges. The Report on Corporate Governance, along with the Certificate of Compliance from the Auditors, forms a part of this Report.

7. THE DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors confirm that -

1. In the preparation of the Annual Accounts for the year 2009-10, the applicable Accounting Standards have been followed and that there are no material departures;

2. They have in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. March 31, 2010 and of the profit of the Company for the year ended on that date;

3. They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. They have prepared the annual accounts on a going concern basis.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required in terms of Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure I to this Report.

9. PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the annual report is being sent to the members of the Company, excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any member interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

10. AUDITORS

M/s. Price Waterhouse, Chartered Accountants, who retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

11. SECRETARIAL AUDIT REPORT

The Company has voluntarily appointed a Practising Company Secretary for conducting Secretarial Audit of the Company for the financial year ended March 31, 2010. The Secretarial Audit Report is attached to this annual report. The Report confirms compliance by the Company with provisions of the Companies Act, 1956, Listing Agreement with the Stock Exchanges and the applicable Regulations under Securities and Exchange Board of India Act, 1992.

12. FORWARD LOOKING STATEMENTS

Certain Statements describing the Future Outlook, Industry Structure and Developments may be “forward – looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand / supply, price conditions in domestic and overseas market in which the Company operates, changes in Government regulations, tax laws and other statutes.

13. ACKNOWLEDGEMENTS

The Directors wish to place on records their sincere thanks and appreciation for the guidance, support, continued co-operation extended by Bankers, Central and State Governments, Customers, Suppliers and Shareholders.

The Directors also take this opportunity to acknowledge the dedicated efforts of the employees.

For and on behalf of the Board of Directors

Pune, April 28, 2010 R. S. Thakur R. A. Savoor Directors