Directors Report of G S Auto International Ltd.

Mar 31, 2024

The Directors of your Company have immense pleasure in presenting the 50^th Annual Report of the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended March 31,2024:-

1. Financial Results: The Summary of financial results is given below:-

(Rs. Lakhs)

	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from Operations	15070.31	12955.71
Profit/(Loss) before Depreciation & Amortization, Interest & Tax (PBDIT) & before exceptional items	962.45	395.25
Less: Depreciation & Amortization	386.08	384.15
Profit/(Loss) before Interest and Taxes (PBIT)	576.37	11.10
Interest & Financial expenses	475.71	491.85
Profit/(Loss) before Tax (PBT)	100.66	(480.75)
Less: - Provision for Tax
- Current / Tax for earlier years	0	0
- Deferred Tax	31.58	(201.32)
Profit/(Loss) after Tax (PAT) for the year	69.08	(279.43)
Add/Less: Other Comprehensive Income	(3.20)	(17.10)
Total Comprehensive income for the year	65.88	(296.53)
Earnings per Share (Rs.)
—Basic & Diluted	0.48	(1.93)
Dividend per Share (Rs.)	-	-

2. Financial Performance:

During the year under review, the Company recorded improvement in overall performance and efficiency in all fields viz. production, sales growth, employee productivity and improvement in profitability as compared to the previous year''s performance. Your Company has registered increase in revenue from operation of Rs. 15070.31 lakhs as compared to Rs. 12955.71 lakhs in the previous year. During the year, your Company has earned profit before depreciation & amortization and Interest & Taxes (PBDIT) of Rs. 962.45 lakhs (Previous year Rs.395.25 lakhs), Profit after provision for depreciation & amortization (PBIT) of Rs. 576.37 lakhs (Previous year Rs. 11.10 lakhs), Profit before tax (PBT) of Rs. 100.66 lakhs (Previous year loss Rs. 480.75 lakhs) and Profit after Tax of Rs. 69.08 lakhs (Previous year loss of Rs. 279.43 lakhs). The total comprehensive income for the year was Rs 65.88 lakhs (Previous year loss Rs 296.53).

During the year, the company improved its overall performance consistently in every department. The company has increase sales 16% with addition of new products, better product mix, increase in customer base and increase in sales team network. There was better management for procurement of Raw materials and other consumables and improvement in different processes. The Company was able to surpass its determined periodical targets for sales and production. The company was able to contain in Interest & Financial expenses due to decrease in debts.

3. Foreign Exchange Earnings:

During the year, your company has earned net foreign exchange of Rs. 203.20 lakhs from exports as against Rs. 237.38 lakhs in the previous year due to sluggish export market. There was no outgo of foreign currency during the year.

4. Quality:

The Company has retained its ISO/TS 16949 certifications for its Quality Management System.

5. Dividend:

During the period under review, in view of moderate level of profitability and to strengthen its long term working capital and to repay long term debts, the Board has decided not to recommend any dividend for the financial year 2023-2024.

6. Investor Education and Protection Fund (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), the declared dividends, which remained unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Accordingly, the Unpaid Interim Dividend for the F.Y. 2009-10 and Final Dividend for the F.Y. 2010-11 and the shares corresponding to the unclaimed dividend for the consecutive seven years have been transferred to Investor Education and Protection Fund (IEPF) in 2017 and 2018 respectively. There is no unpaid /unclaimed dividend for a period of more than seven years as on March 31,2024.

The list of equity shareholders whose shares are transferred to IePf can be accessed on the website o f t h e C o m p a n y a t

https://gsauto.in/pdf/compliance/Other%20Complia nces/List%20of%20Shareholders%20who%20have %20not%20claimed%20dividend%20for%20the%2 07%20consecutive%20vears%20(1).pdf.

Shareholders are requested to file IEPF-5 form to claim dividend and shares lying in IEPF.

7. Reserves:

During the period under review, no amount was transferred to reserves.

8. Management Discussion and Analysis Report:

In terms of the provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (“SEBI Listing Regulations”),

the Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

9. Adequacy of Internal Control:

The Company has a proper and adequate system of internal control, to ensure that all the assets are safeguarded, properly utilized and protected against loss from un-authorized use or disposition and those transactions are authorized and recorded by the concerned departments properly and reported to the Audit Committee/ Board effectively.

The Company has also in place adequate internal financial controls with reference to financial statements. Such controls are tested from time to time and no reportable material weakness in the design or operation has been observed so far.

10. Cash Flow Statement:

In conformity with the provisions of Regulation 34(2)(c) of the SEBI Listing Regulations, the Cash Flow Statement for the year ended 31^st March, 2024, is annexed hereto.

11. Share Capital:

The paid-up share capital of the Company as at March 31, 2024 is Rs. 725.73 Lakhs consisting of 1,45,14,580 equity shares of Rs. 5/- per share. The Company currently has no outstanding shares issued with differential rights, sweat equity or Employee Stock Option Scheme [‘ESOS''].

12. Subsidiary, Joint Venture and Associate Companies:

The company does not have any subsidiary.

13. Names of the Companies which have become Subsidiary, Joint Ventures or Associate Companies during the year:

During the year under review, no Companies have become Subsidiary, Joint Venture or Associate Company.

14. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

15. Vigil Mechanism:

Regulation 22 of the SEBI Listing Regulations & Sub section (9 & 10) of Section 177 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, inter alia, provides, for all listed companies to establish a vigil mechanism called “Whistle Blower Policy” for Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy.

The Company has established a Vigil Mechanism

and a Whistle Blower Policy in accordance with the provisions of the Act and SEBI Listing Regulations. Disclosures can be made by a whistle- blower through an email or a letter to the Chairman of the Audit Committee for employees and Directors of the Company for expressing the genuine concerns of unethical behavior, actual or suspected fraud or violation of the codes of conduct. It is affirmed that during the year, the Company has not received any complaint under Vigil Mechanism / Whistle Blower Policy and no personnel have been denied access to the Audit Committee. The Vigil Mechanism Policy can be accessed at the Company''s website at the link https://www.gsauto.in/pdf/Company%20information/ Vigil%20Mechanism%20Policv.pdf

16. Research and Development:

The Company is developing certain machineries (Special Purpose Machines), as per its various inhouse production process requirements, along with for the requirements of its group companies as and when required.

17. Human Resource Development:

The Company has a team of able and experienced professionals and is always following the policy of Creating a healthy environment and work culture resulting into harmonious inter-personal relations.

18. Risk Management:

The Risk Management Policy required to be formulated under the SEBI Listing Regulations has been duly formulated and approved by the Board of Directors of the Company. The aim of Risk Management Policy is to maximize opportunities in all activities and minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten existence of the Company.

The Risk Management Policy can be accessed at the Company''s website at the link https://www.gsauto.in/pdf/626a3108c192c6.104903 47.pdf

19. Directors and Key Managerial Personnel (KMPs):

Directors liable to retire by Rotation: In

accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of association of the Company, Mr. Jasbir Singh Ryait, Managing Director (DIN: 00104979) and Mr. Surinder Singh Ryait, Managing Director (DIN: 00692792), shall retire at the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment, on the same terms and conditions on which they were appointed/ re-appointed.

In compliance with Regulation 36(3)(a) of SEBI Listing Regulations and Secretarial Standard-2 on General Meetings, brief resumes of all the Directors proposed to be appointed / re-appointed are attached along with the Notice calling the ensuing Annual General Meeting.

Independent Directors: Mr. Pardeep Sehgal (DIN: 08355909) was appointed as Independent Director of the Company, not liable to retire by rotation, by the Shareholders in their Annual General Meeting held

on 30^th September, 2019, for the term of five consecutive years ended on 13^th February, 2024.

Post recommendation and approval by Nomination and Remuneration Committee and the Board of Directors of the Company respectively and receipt of notice under Section 160 of the Companies Act, 2013, Mr. Pardeep Sehgal (DIN: 08355909), Independent Director of the Company, is recommended for re-appointment to the Shareholders in the ensuing Annual General Meeting, for a second consecutive term of five years commencing from 14^th February, 2024 upto 13^th February, 2029, by way of Shareholders'' Special Resolution under provisions of Section 149 (10) of the Companies Act, 2013.

The reappointment of Mr. Pardeep Sehgal is being proposed to Shareholders of the Company, keeping in view of Regulation 17(1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (applicable w.e.f. 01^st April, 2024), which provides for mandatory approval of the shareholders in a general meeting at least once in every five years from the date of their appointment or reappointment, and for seeking approval of shareholders in the first general meeting to be held after 31^st March, 2024.

00266474), was appointed as an Independent Director of the Company, not liable to retire by rotation, with effect from 24^th May, 2022, by the Shareholders by way of postal ballot, through notice dated 14^th July, 2022 for a term of 3 (three) consecutive years with effect from 24^th May, 2022 to 23^rd May, 2025.

Post recommendation and approval by Nomination and Remuneration Committee and the Board of Directors of the Company respectively and receipt of notice under Section 160 of the Companies Act, 2013, CA Kanwalpreet Singh Walia (DIN: 00266474),

I n d e p e nden t D i r e c t o r o f t h e C o m p a ny, i s recommended for re-appointment to the Shareholders in the ensuing Annual General Meeting, for a second consecutive term of five years commencing from 24^th May, 2025 to 23^rd May, 2030, by way of Shareholders'' Special Resolution under provisions of Section 149 (10) of the Companies Act, 2013.

Appointment /Re-appointment of Managing & Executive Directors

At the 47^th Annual General Meeting of the Company held on 30^th September, 2021, Shareholders approved the following appointments/ reappointments of Managing & Executive Directors:

Likewise, CA Kanwalpreet Singh Walia (DIN :

Sr. No.	Name of Director	Designation	DIN	Term	Appointment/ Re-appointment
1	Mr. Jasbir Singh Ryait	Chairman & Managing Director	00104979	14th August, 2021 to 13th August, 2024	Appointment
2	Mr. Surinder Singh Ryait	Managing Director	00692792	14th August, 2021 to 13th August, 2024	Re-appointment
3	Mrs. Dalvinder Kaur Ryait	Executive Director	00572812	14th August, 2021 to 13th August, 2024	Re-appointment
4	Mrs. Amarjit Kaur Ryait	Executive Director	00572776	14th August, 2021 to 13th August, 2024	Re-appointment
5	Mr. Harkirat Singh Ryait	Executive Director	07275740	14th August, 2021 to 13th August, 2024	Re-appointment

After considering the performance and valuable contribution from above directors towards the growth of the Company during their tenure, the Nomination and Remuneration Committee and the Board of Directors recommended their concerned reappointments, for a period of three Consecutive Years With Effect from 14^th August, 2024 upto 13^th August, 2027, subject to the Approval of the Members in the ensuing Annual General Meeting (AGM).

Woman Director on the Board:

Mrs. Dalvinder Kaur Ryait (DIN: 00572812) and Mrs. Amarjit Kaur Ryait (DIN: 00572776), Women Directors of the Company, are appointed in compliance with Rule 3 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

Declaration by Independent Directors:

Independent Directors are non-executive directors as defined under Regulation 16(1) (b) of the SEBI Listing Regulations and Section 149(6) of the Companies Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on

the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Company’s Policy relating to Directors’ appointment, payment of remuneration and discharge of their duties: The Nomination and Remuneration Committee of the Company has formulated a ‘Nomination & Remuneration Policy'' which includes the criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under section 178(3) of the Companies Act, 2013. The Nomination and Remuneration Policy is annexed hereto and forms part of this report as Annexure II.

Familiarization Programme for Board Members:

Your Company has formulated Familiarization Programme for all the Board Members in accordance

with Regulation 25 of the SEBI Listing Regulations and Schedule IV of the Companies Act, 2013 which provides that the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company etc, through various programs.

The Familiarization Program for Board Members may be accessed on the Company''s website https://www.gsauto.in/pdf/65cf28c072fdf8.0700153 0.pdf.

Annual Evaluation of the Board Performance: The

meeting of the Independent Directors of the Company for the financial year 2023-24 was held on 13^th February, 2024, to evaluate the performance of Non-Independent Directors, Chairperson of the Company and the Board as a whole.

The evaluation was done by way of discussions on the performance of the Non-Independent Directors, Chairman and the Board as a whole. The Policy on the performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors has been formulated by the Company in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by
1.	Board and individual directors	Board after seeking inputs from all directors
2.	Board Committees	Board seeking inputs from all committee members
3.	Individual Directors	Nomination and Remuneration Committee
4.	Non-Independent Directors, Board as a whole and the Chairman	Separate meeting of Independent Directors after taking views from Executive Directors and other stakeholders
5.	Board, its Committees and Individual Directors	At the Board Meeting held after the meeting of the Independent Directors based on evaluation carried out as above.

Key Managerial Personnels: In compliance with the provisions of Section 203 of the Companies Act, 2013, following are the Key Managerial Personnels (KMPs) of the Company as on 31^st March, 2024.

Sr. No.	Name	Designation
1.	Mr. Jasbir Singh Ryait	Chairman & Managing Director
2.	Mr. Surinder Singh Ryait	Managing Director
3.	Mrs. Amarjit Kaur Ryait	Executive Director
4.	Mrs. Dalvinder Kaur Ryait	Executive Director
5.	Mr. Harkirat Singh Ryait	Executive Director
6.	Mr. Deepak Chopra	Chief Financial Officer
7.	Mr. Sandeep*	Company Secretary & Compliance Officer

* Ms. Mani Saggi, Company Secretary & Compliance Officer (Membership No.: A51919), resigned from the company w.e.f. 14^th October, 2023. Mr. Harkirat Singh Ryait, Executive Director (DIN: 07275740), was appointed as Compliance Officer of the Company w.e.f. 15^th October, 2023. Later, Mr. Sandeep, an Associate Member of ICSI (Membership No.: A72232), was appointed as Company Secretary & Compliance Officer w.e.f. 13^th January, 2024.

20. Number of Meetings of the Board:

During the year under review, the Board met five times. The details of Board Meetings are set out in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

21. Committees of the Board:

Currently, the Board has three committees: the Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee. All committees consist of a combination of Independent as well as Non-Independent Directors as stipulated under the provisions of the Companies Act, 2013.

Mr. Pardeep Sehgal (DIN: 08355909), Independent Director, has been inducted as Member in the Audit Committee by the Board of Directors in its Meeting held on 13-01-2024.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee	Composition of the Committee	Highlights of Duties, responsibilities and activities.
Audit Committee	Mr. Sharwan Sehgal, Chairman Mr. Jasbir Singh Ryait Mr. Pardeep Sehgal Dr. Sehijpal Singh Khangura	The Company has adopted the Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Conduct and Ethics. In accordance with the provisions of the SEBI Listing Regulations, the Company has formulated policies on related party transactions and material subsidiaries. The policies are available on the website www.gsgroupindia.com.
Nomination and Remuneration Committee	Mr. Pardeep Sehgal, Chairman Mr. Sharwan Sehgal Dr. Sehijpal Singh Khangura	The committee overseas and administers executive compensation, reviews the compensation program to align both short term and long term compensation with business objectives and to link compensation with the achievement of measurable performance goals. The Nomination and Remuneration Committee has framed the Nomination and Remuneration Policy. A copy of the policy is appended as Annexure II
Stakeholders Relationship Committee	Mr. Pardeep Sehgal, Chairman Mr. Sharwan Sehgal Dr. Sehijpal Singh Khangura	The committee reviews and ensures redressal of investor grievances. The committee noted that all the grievances of the investors have been resolved during the year.

22. Auditors, Audit Report and Audited Accounts: Statutory Auditors:

M/s. Sukhminder Singh & Co. (ICAI Firm Registration No. 016737N), Chartered Accountants, Ludhiana, were re-appointed as Statutory Auditors of the Company in 47^th Annual General Meeting to hold office till the conclusion of 52^nd Annual General Meeting (AGM).

Further, the Statutory Auditors of the Company have submitted Auditors'' Report on the account of the Company for the Financial Year ended 31^st March, 2024.

The Auditors'' Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

Cost Auditors:

The Company is maintaining the Cost Records, as specified by the Central Government under Section 148 of the Companies Act, 2013. The Board of Directors had appointed M/s. Pawan & Associates, Cost Accountants, Mohali, (FRN: 101729) as the Cost Auditors of the Company to conduct Cost Audit of the accounts of the Company for the financial year ended 31^st March, 2024. However, as per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Audit and Records) Rules, 2014, the remuneration to be paid to the Cost Auditors is subject to ratification by the members at the Annual General Meeting. Accordingly, the remuneration to be paid to M/s. Pawan & Associates, Cost Accountants, Mohali, for the financial year 202425 is placed for ratification by the members. Secretarial Auditors:

Pursuant to the provisions of Section 204 and other

applicable provisions, if any, of the Companies Act, 2013, M/s. Baldev Arora & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor of the Company by the Board of Directors of the Company in their meeting held on 30^th May, 2024 for auditing the secretarial records of the Company for the financial year 2023-24.

The Secretarial Auditors of the Company have submitted their Report in Form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended March 31,2024.

The said Report forms part of this Annual Report as Annexure III.

23. Corporate Governance:

The Company has in place a system of Corporate Governance. Corporate Governance is about maximizing shareholder value legally, ethically and sustainably.

A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the report on Corporate Governance as Annexure I.

24. Deposits:

During the year under review, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

25. Particulars of Loans, Guarantees and Investments:

Particulars relating to Loans, Guarantees and Investments under Section 186 of the Companies

Act, 2013 are provided in the note no. 37 to the Financial Statements.

26. Related Party Transactions:

All related party transactions that were entered into during the financial year, were in the ordinary course of Company''s business and were on arm''s length basis. During the year, the Company had not entered into any contract, arrangement or transaction with any related party which could be considered as material within the provisions of Regulation 23 of SEBI Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134 of the Companies Act, 2013 in Form AOC-2 is not applicable.

All the related party transactions are placed before the Audit Committee for approval on a quarterly basis. Members may refer to Note 44 to the Financial Statements which sets out related party disclosures pursuant to Ind AS.

The Policy on dealing with related party transactions and the Policy for determining material subsidiaries as approved by the Board of Directors may be accessed on the Company''s website https://www.gsauto.in/pdf/644a2d73280a61.800821 21.pdf

27. Remuneration of Directors/ Employees and related analysis:

During the period under review, no employee of the Company received salary in excess of the limits as prescribed under the Act. Accordingly, no particulars of employees are being given pursuant to Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The disclosures in respect of managerial remuneration as required under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company, forms part of this report as per Annexure IV.

28. Code of Conduct:

The Board has laid down a code of conduct for Board Members and Senior Management Personnel of the Company. The code incorporates the duties of Independent Directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company''s website.

The Board Members and Senior Management Personnel have affirmed compliance with the said code of conduct. A declaration signed by the Chairman and Managing Director is given at the end of the Corporate Governance Report.

29. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing

particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished as Annexure V to this report.

30. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013, a copy of the draft Annual Return as on 31^st March, 2024 has been placed on the website of the Company and the web link of such Annual Return is https://www.gsauto.in/pdf/66c6d6974a4cf3.891326 21.pdf

31. Corporate Social Responsibility:

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company.

32. Compliance with secretarial Standards:

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) relating to the Board and General Meetings.

33. General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/initiation on these matters during the period under review:-

a) Material changes and commitments, affecting the financial position of the Company that has occurred between the end of the financial year of the Company and the date of signing of this report;

The appeal was allowed in favour of the company vide Order dated 21-05-2024 by ITAT, Chandigarh for the Asst. Year 2011-12.

b) Details relating to deposits covered under Chapter V of the Act;

c) Any fraud reported by the Auditors of the Company under Section 143(12) read with rule 13 of Companies (Audit and Auditors) Rules, 2014;

d) Significant material orders passed by Regulators or Courts or Tribunals which impact the going concern status and the Company''s Operations in future;

e) Change in the nature of business of the Company;

f) Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016; and

g) The requirement to disclose the 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 there of, is not applicable.

34. Directors’ Responsibility Statement:

Pursuant to the provision of Section 134(5) of the Companies Act, 2013, the Board hereby submit its responsibility statement. Your Directors confirm:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed

along with proper explanation relating to material departures;

ii. that your Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31,2024 and of the profit of the Company for the said financial year;

iii. that your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that your Directors have prepared the annual accounts on a going concern basis;

v. that your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. that your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. Acknowledgements:

Your Directors place on record their sincere

appreciation and gratitude to the continuing patronage and trust of our valued customers, bankers, business associates, shareholders and other statutory authorities who have extended their continued support and encouragement to your Company. Your Directors wish to thank and acknowledge the support of dealers, distributors, vendors and other business associates of the Company for their achievements and good performance in the field of sales and service to the end users.

Your directors also place on record their sincere appreciation for the enthusiasm and commitment of all its employees for the growth of the Company and look forward to their continued involvement and support.

Place: Ludhiana For and on behalf of the

Date: 20.08.2024 Board of Directors

Sd/- Sd/-

Jasbir Singh Ryait Harkirat Singh Ryait Chairman & Executive Director

Managing Director DIN:07275740

DIN:00104979

---

Mar 31, 2023

The Directors of your Company have immense pleasure in presenting the 49th Annual Report of the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended March 31,2023:1. Financial Results: The Summary of financial results is given below:-

	Year ended March 31, 2023	Year ended March 31, 2022
Revenue from Operations	12955.71	10013.28
Profit/(Loss) before Depreciation & Amortization, Interest & Tax (PBDIT) & before exceptional items	395.25	738.84
Less: Depreciation & Amortization	384.15	371.93
Profit/(Loss) before Interest and Taxes (PBIT)	11.10	366.91
Interest & Financial expenses	491.85	334.31
Profit/(Loss) before Tax (PBT)	(480.75)	32.60
Less: - Provision for Tax
- Current / Tax for earlier years	0	*284.21
- Deferred Tax	(201.32)	61.14
Profit/(Loss) after Tax (PAT) for the year	(279.43)	(312.75)
Add/Less: Other Comprehensive Income	(17.10)	22.52
Total Comprehensive income for the year	(296.53)	(290.23)
Earnings per Share (Rs.)
—Basic & Diluted	(1.93)	(2.15)
Dividend per Share (Rs.)	-	-

*Current Tax includes Income tax paid for the earlier years under ‘Vivad Se Vishvas’ Scheme.

2. Financial Performance:

During the year under review, there was progress in the overall performance of the Company as compared to the previous year''s performance. Your Company has registered increase in revenue from operation of Rs. 12955.71 lakhs as compared to Rs. 10013.28 lakhs in the previous year. However the company could not perform well in respect of profitability due to increase in prices of raw materials and other inputs. During the year, your Company has earned profit before depreciation & amortization and Interest & Taxes (PBDIT) of Rs. 395.25 lakhs as compared to Rs. 738.84 lakhs in the previous years. The Company has earned the said profit after provision for depreciation & amortization (PBIT) of Rs. 11.10 lakhs (previous year of Rs. 366.91 lakhs)

and incurred loss before taxes (PBT) of Rs. 480.75 lakhs as compared to the profit of previous year of Rs. 32.60 lakhs.

After provision for taxation & deferred tax of Rs. 201.32 lakhs (previous year of Rs. 345.35 lakhs), there was a loss of Rs. 279.43 lakhs as compared to previous year loss of Rs. 312.75 lakhs.

During the year, the working of the company in terms of capacity utilization has improved and production levels and sales levels was also improved. The company was able to achieve the sales and production targets for the year. Due to increase in raw material and other input cost, the company was able to pass on cost partly to customers due to stiff competition and tight liquidity after recovery from the Covid and had to incur losses. There was increase in the finance cost due to tough measure taken by Reserve Bank of India to control inflation.

3. Foreign Exchange Earnings:

During the year, your company has earned net foreign exchange of Rs 237.38 lakhs from exports as against Rs 245.22 lakhs in the previous year. There was no outgo of foreign currency during the year.

4. Quality:

The Company has retained its ISO/TS 16949 certifications for its Quality Management System.

5. Dividend:

During the period under review and in view of the loss the Board has decided not to recommend any dividend for the financial year 2022-2023.

6. Investor Education and Protection Fund (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transferand Refund) Rules, 2016 (“the IEPF Rules”), the declared dividends, which remained unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Accordingly, the Unpaid Interim Dividend for the F.Y. 2009-10 and Final Dividend for the F.Y. 2010-11 and the shares corresponding to the unclaimed dividend for the consecutive seven years have been transferred to Investor Education and Protection Fund (IEPF) in 2017 and 2018 respectively.

The list of equity shareholders whose shares are transferred to IEPF can be accessed on the website of the Company at https://Qsauto.in/Ddf/compliance/ Qther%20Compliances/List%20of%20Shareholders %20who%20have%20not%20claimed%20dividend %20for%20the%207%20consecutive%20vears%20 m.Pdf

7. Reserves:

During the period under review, no amount was transferred to reserves.

8. Management Discussion and Analysis Report:

In terms of the provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

9. Adequacy of Internal Control:

The Company has a proper and adequate system of internal control, to ensure that all the assets are safeguarded, properly utilized and protected against loss from un-authorized use or disposition and those transactions are authorized and recorded by the concerned departments properly and reported to the Audit Committee/ Board effectively.

The Company has also in place adequate internal financial controls with reference to financial statements. Such controls are tested from time to time and no reportable material weakness in the design or operation has been observed so far.

10. Cash Flow Statement:

In conformity with the provisions of Regulation 34 of the SEBI Listing Regulations, the Cash Flow Statement for the year ended 31“ March, 2023, is annexed hereto.

11. Share Capital:

The paid-up share capital of the Company as at March 31, 2023 is Rs. 7.25 Crores consisting of 14514580 equity shares of Rs. 5 per share. The Company currently has no outstanding shares issued with differential rights, sweat equity or Employee Stock Option Scheme [‘ESOS’].

12. Subsidiary, Joint Venture and Associate Companies:

The company does not have any subsidiary.

13. Names of the Companies which have become Subsidiary, Joint Ventures or Associate Companies during the year:

During the year under review, no Companies have become Subsidiary, Joint Venture or Associate Company.

14. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

15. Vigil Mechanism:

Regulation 22 of the SEBI Listing Regulations & Sub section (9 & 10) of Section 177 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, inter alia, provides, for all listed companies to establish a vigil mechanism called “Whistle Blower Policy” for Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy.

The Company has established a Vigil Mechanism and a Whistle Blower Policy in accordance with the provisions of the Act and SEBI Listing Regulations. Disclosures can be made by a whistle- blower through an email or a letter to the Chairman of the Audit

Committee for employees and Directors of the Company for expressing the genuine concerns of unethical behavior, actual or suspected fraud or violation of the codes of conduct. It is affirmed that during the year, the Company has not received any complaint under Vigil Mechanism / Whistle Blower Policy and no personnel have been denied access to the Audit Committee. The Vigil Mechanism Policy can be accessed at the Company''s website at the link https://www.asauto.in/pdf/ComDanv%20information/ Viail%20Mechanism%20Policv.pdf

16. Research And Development:

The Company is developing certain machineries (Special Purpose Machines), as per its various inhouse production process requirements, along with for the requirements of its group companies as and when required.

17. Human Resource Development:

The Company has a team of able and experienced professionals and is always following the policy of Creating a healthy environment and work culture resulting into harmonious inter-personal relations.

18. Risk Management:

The Risk Management Policy required to be formulated under the SEBI Listing Regulations has been duly formulated and approved by the Board of Directors of the Company. The aim of Risk Management Policy is to maximize opportunities in all activities and minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten existence of the Company.

The Risk Management Policy can be accessed at the Company’s website at the link https://www.qsauto.in/ Pdf/626a3108c192c6.10490347.pdf

19. Directors and Key Managerial Personnel (KMPs):

Liable to retire by Rotation: In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of association of the Company, Mr. Harkirat Singh Ryait Executive Director (DIN: 07275740) shall retire at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment, on the same terms and conditions on which they were appointed/ re-appointed.

In compliance with Regulation 36 of SEBI Listing Regulations and Secretarial Standard-2 on General Meetings, brief resumes of the Directors proposed to be appointed / re-appointed are attached along with the Notice calling the ensuing Annual General Meeting.

Independent Directors: Nomination and Remuneration Committee and the Board of Directors of the Company respectively and in respect of whom the Company has received notice under Section 160 of the Companies Act, 2013, CA Kanwalpreet Singh Walia (DIN : 00266474), who was appointed as an Additional Director (Non-Executive Independent) of the Company with effect from May 24,2022, pursuant to Section 161 of the Act and Articles of Association of the Company and who has submitted a declaration that he meets the criteria of Independence as

provided under the Act and the SEBI Listing Regulations, be and is hereby appointed as an Independent Director of the Company by way of postal ballot, through notice dated July 14, 2022 to hold office for a term of 3 (three) consecutive years with effect from May 24, 2022 to May 23, 2025, not liable to retire by rotation.

Declaration by Independent Directors:

Independent Directors are non-executive directors as defined under Regulation 16(1) (b) of the SEBI Listing Regulations and Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations and that they are independent of the management. Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Company’s Policy relating to Directors’ appointment, payment of remuneration and discharge of their duties: The Nomination and Remuneration Committee of the Company has formulated a ‘Nomination & Remuneration Policy’ which includes the criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under section 178(3) of the Companies Act, 2013. The Nomination and Remuneration Policy is annexed hereto and forms part of this report as Annexure II.

Familiarization Programme for Board Members:

Your Company has formulated Familiarization Programme for all the Board Members in accordance with Regulation 25 of the SEBI Listing Regulations and Schedule IV of the Companies Act, 2013 which provides that the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company etc, through various programs.

The Familiarization Program for Board Members may be accessed on the Company’s website httDs://www.asauto.in/pdf/63ef127eafdbb0.5513959 5.pdf

Annual Evaluation of the Board Performance: The

meeting of the Independent Directors of the Company for the financial year 2022-23 was held on 14'' February, 2023, to evaluate the performance of NonIndependent Directors, Chairperson of the Company and the Board as a whole.

The evaluation was done by way of discussions on the performance of the Non-Independent Directors, Chairman and the Board as a whole. The Policy on the performance evaluation of Independent Directors,

Board, Committees and other individual Directors which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors has been formulated by the Company in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by
1.	Board and individual directors	Board after seeking inputs from all directors
2.	Board Committees	Board seeking inputs from all committee members
3.	Individual Directors	Nomination and Remuneration Committee
4.	Non-Independent Directors, Board as a whole and the Chairman	Separate meeting of Independent Directors after taking views from Executive Directors and other stakeholders
5.	Board, its Committees and Individual Directors	At the Board Meeting held after the meeting of the Independent Directors based on evaluation carried out as above.

Key Managerial Personnels: In compliance with the provisions of Section 203 of the Companies Act, 2013, following are the Key Managerial Personnels (KMPs) of the Company as on 31^st March, 2023.

Sr. No.	Name	Designation
1.	Jasbir Singh Ryait	Chairman & Managing Director
2.	Surinder Singh Ryait	Managing Director
3.	AmarjitKaur Ryait	Executive Director
4.	Dalvinder Kaur Ryait	Executive Director
5.	Harkirat Singh Ryait	Executive Director
6.	Deepak Chopra	Chief Financial Officer
7.	Mani Saggi	Company Secretary & Compliance Officer

20. Number of Meetings of the Board:

During the year under review, the Board met eight times. The details of Board Meetings are set out in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

21. Committees of the Board:

Currently, the Board has three committees: the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee. All committees consist of a combination of Independent as well as Non-Independent Directors as stipulated under the provisions of the Companies Act, 2013.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee	Composition of the Committee	Highlights of Duties, responsibilities and activities.
Audit Committee	Mr. Sharwan Sehgal Chairman Mr. Jasbir Singh Ryait Dr. Sehijpal Singh Khangura	The Company has adopted the Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Conduct and Ethics. In accordance with the provisions of the SEBI Listing Regulations, the Company has formulated policies on related party transactions and material subsidiaries. The policies are available on the website www.asarouDindia.com.
Nomination and Remuneration Committee	Mr. Pardeep Sehgal, Chairman Mr. Sharwan Sehgal Dr. Sehijpal Singh Khangura	The committee overseas and administers executive compensation, reviews the compensation program to align both short term and long term compensation with business objectives and to link compensation with the achievement of measurable performance goals.The Nomination and Remuneration Committee has framed the Nomination and Remuneration Policy. A copy of the policy is appended as Annexure II
Stakeholders Relationship Committee	Mr. Pardeep Sehgal, Chairman Mr. Sharwan Sehgal Dr. Sehijpal Singh Khangura	The committee reviews and ensures redressal of investor grievances. The committee noted that all the grievances of the investors have been resolved during the year.

Mr. Kanwalpreet Singh Walia was appointed as Independent Director of the Company w.e.f. 18 August, 2022 through the Postal Ballot.

22. Auditors, Audit Report and Audited Accounts: Statutory Auditors:

M/s Sukhminder Singh & Co. (ICAI Firm Registration No. 016737N), Chartered Accountants, Ludhiana, were re-appointed as Statutory Auditors of the Company in 47“'' Annual General Meeting to hold office till the conclusion of 52"^d Annual General Meeting (AGM).

Further, the Statutory Auditors of the Company have submitted Auditors’ Report on the account of the Company for the Financial Year ended 31^st March, 2023.

The Auditors’ Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

Cost Auditors:

The Company is maintaining the Cost Records, as specified by the Central Government under Section 148 of the Companies Act, 2013. The Board of Directors had appointed M/s Pawan & Associates Cost Accountants, Mohali, as the CostAuditors of the Company to conduct Cost Audit of the accounts of the

Company for the financial year ended March 31, 2024. However, as per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Audit and Records) Rules, 2014, the remuneration to be paid to the CostAuditors is subject to ratification by the members at the Annual General Meeting. Accordingly, the remuneration to be paid to M/s Pawan & Associates, Cost Accountants, Mohali, for the financial year 2023-24 is placed for ratification by the members.

Secretarial Auditors:

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s P.S. Dua & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor of the Company by the Board of Directors of the Company in their meeting held on 14^th February, 2023 for auditing the secretarial records of the Company for the financial year 2022-23.

The Secretarial Auditors of the Company have submitted their Report in Form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended March 31, 2023. The Board’s remarks on the deviations marked/observations of the Secretarial Auditor are as follows:

Sr. No.	Compliance Requirement (Act/Regulations/ circulars / guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary
1.	Regulation 18(1 )(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Chairperson of the Audit Committee was not present at the Annual General Meeting ["AGM"] to answer shareholder queries.	The Chairperson of the Audit Committee was not able to connect to the AGM due to networking issues and in his absence, Chairman authorized Mr. Deepak Chopra, Chief Financial Officer to address the shareholder’s grievances as per the information

			received from the management.
2.	Section 148 of the Companies Act, 2013 read with Rule 6(5) of The Companies (Cost Records and Audit) Rules, 2014.	Cost Audit Report was presented before the Board of Directors on 6\January, 2023 as against the requirement to present the same by 30,hSeptember, 2022.	Cost Audit Report for the Financial Year 2021-2022 has been filed with MCA vide SRN No. F58017856 dated 28,hJanuary, 2023 as per the information provided to us by the Company.

The Board of Directors assures the shareholders to make necessary efforts towards the compliance of the above mentioned provisions from the next financial year onwards as and when applicable.

The said Report forms part of this Annual Report as Annexure III.

23. Corporate Governance:

The Company has in place a system of Corporate Governance. Corporate Governance is about maximizing shareholder value legally, ethically and sustainably.

A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the report on Corporate Governance as Annexure I.

24. Deposits:

During the year under review, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

25. Particulars of Loans, Guarantees and Investments:

Particulars relating to Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 are provided in the notes no. 37 to the Financial Statements.

26. Related Party Transactions:

All related party transactions that were entered into during the financial year, were in the ordinary course of Company''s business and were on arm’s length basis. During the year, the Company had not entered into any contract, arrangement or transaction with any related party which could be considered as material within the provisions of Regulation 23 of SEBI Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134 of the Companies Act, 2013 in Form AOC-2 is not applicable.

All the related party transactions are placed before the Audit Committee for approval on a quarterly basis. Members may refer to Note 44 to the Financial Statements which sets out related party disclosures pursuant to Ind AS.

The Policy on dealing with related party transactions and the Policy for determining material subsidiaries as approved by the Board of Directors may be accessed on the Company’s website httDs://www.asauto.in/Ddf/644a2d73280a61.800821

21.pdf

27. Remuneration of Directors/ Employees and related analysis:

During the period under review, no employee of the Company received salary in excess of the limits as prescribed under the Act. Accordingly, no particulars of employees are being given pursuant to Section 134 of the Companies Act, 2013 read with Rule 5(2)ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The disclosures in respect of managerial remuneration as required under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company, forms part of this report as per Annexure IV.

28. Code of Conduct:

The Board has laid down a code of conduct for Board Members and Senior Management Personnel of the Company. The code incorporates the duties of Independent Directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company’s website.

The Board Members and Senior Management Personnel have affirmed compliance with the said code of conduct. A declaration signed by the Chairman and Managing Director is given at the end of the Corporate Governance Report.

29. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished as Annexure V to this report.

30. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013, a copy of the draft Annual Return as on March 31, 2023 has been placed on the website of the Company and the web link of such Annual Return is https://www.asauto.in/pdf/639457b2102911.296871 81.pdf

31. Corporate Social Responsibility:

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company.

32. Compliance with secretarial Standards:

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) relating to the Board and General Meetings.

33. General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/initiation on these matters during the period under review:-

a) Material Changes affecting the Company

There were no other material changes/ commitments affecting the financial position of the Company or that may require disclosure, between March, 2023 and the date of Board’s Report except the below mentioned:

The Company has received a notice under Section 13(2) of SARFAESI Act, 2002 being Guarantor for the credit facilities to other Companies i.e. G S AUTOCOMP PRIVATE LIMITED [CIN: U45202PB2006PTC030092] and G.S. CONSUMER PRODUCTS PRIVATE LIMITED [CIN: U28100PB2006PTC030705], The Company is in the process of taking legal recourse to deal with it in an effective manner.

b) Details relating to deposits covered under Chapter Vof the Act;

c) Any fraud reported by the Auditors of the Company under Section 143(12) read with rule 13 of Companies (Audit and Auditors) Rules, 2014;

d) Significant material orders passed by Regulators or Courts or Tribunals which impact the going concern status and the Company’s Operations in future;

e) Change in the nature of business of the Company;

f) Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016; and

g) The requirement to disclose the 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 there of, is not applicable.

34. Directors’ Responsibility Statement:

Pursuant to the provision of Section 134(5) of the Companies Act, 2013, the Board hereby submit its responsibility statement. Your Directors confirm:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. that your Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2023 and of the loss of the Company for the said financial year;

iii. that your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that your Directors have prepared the annual accounts on a going concern basis;

v. that your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. that your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. Acknowledgements:

Your Directors place on record their sincere appreciation and gratitude to the continuing patronage and trust of our valued customers, bankers, financial institutions, business associates, shareholders and other statutory authorities who have extended their continued support and encouragement to your Company. Your Directors wish to convey their deep appreciation to the dealers, distributors of the Company for their achievements in the field of sales and service and to suppliers and vendors and other business associates for their valuable support.

Your directors also place on record their sincere appreciation for the enthusiasm and commitment of all its employees for the growth of the Company and look forward to their continued involvement and support.

Place: Ludhiana For and on behalf of the

Date: 14.08.2023 Board of Directors

Sd/- Sd/-

Jasbir Singh Ryait Harkirat Singh Ryait Chairman & Executive Director

Managing Director DIN:07275740

DIN:00104979

---

Mar 31, 2015

Dear Members,

The Directors have immense pleasure in presenting the forty-first Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2015:-

1. Financial Results: (Rs. In Lacs)

2014-15 2013-14

Gross Income 17486.12 14673.36

Less: Excise duty on sale 1960.62 1707.58

Net Income 15525.50 12965.78

Profit before Depreciation, Interest & Tax (PBDIT) 418.24 731.46

Less: Depreciation & Amortization 474.74 272.30

Profit/(Loss) before Interest and Taxes (PBIT) (56.50) 459.16

Interest & Financial expenses 531.82 457.91

Profit/(Loss) before Tax (PBT) (588.32) 01.25 Less: - Provision for Tax

- Current 00.00 00.00

- Deferred Tax 166.52 19.86

-Wealth Tax 00.63 00.50

Profit/(Loss) after Tax (PAT) (422.43) (19.11)

Balance of Profit from Previous Year 2661.59 2680.02

(Excess)/Short provision for taxation and Tax Payment (0.00) (0.68)

Surplus retained in Profit & Loss Account 2239.16 2661.59

Earnings per Share (Rs.)

Basic & Diluted (02.91) (0.13)

Dividend per Share (Rs.)

2. Performance:

During the year under review, the performance of the company was badly impacted due to overall slowdown in the automotive industry as a whole and slowdown in the Commercial vehicle segment in particular, causes to margin pressures on the bottom line of the Company. Due to overall slowdown in the economy, the newly set up Jamshedpur was not able to utilize its optimum capacity utilization, which had further impacted the bottom line of the Company. However, the overall turnover of the Company, during the year, had increased due to the commencement of the production at the Jamshedpur plant.

However, due to first full year of operation at the Jamshedpur plant, the revenue from operations (net) has increased to Rs.15525.50 lacs, as compared to revenue from operations (net) of Rs.12965.78 lacs of the previous year; this performance seems quite satisfactory in the overall backdrop of lower growth rate of the Indian economy & particularly of the Indian automotive industry coupled with the lower capacity utilizations of the Jamshedpur plant.

However, the other income during the year shows a decrease of 33.59% to Rs.40.46 lacs, as compared to previous year's other income of Rs.60.92 lacs, which was mainly due to loss on foreign exchange rate fluctuation of Rs.9.70 Lacs as compared to previous year's gain on foreign exchange rate fluctuations of Rs.27.22 lacs

During the year, your company has earned profit before depreciation & amortization, Interest & taxes (PBDIT) of Rs.418.24 lacs (2.69% of Net Income) as compared to previous year's profit before depreciation & amortization, Interest & taxes (PBDIT) of Rs.731.46 lacs (5.64% on Net Income), shows a decrease of 42.82%. After higher provision for depreciation and amortization of Rs.474.74 lacs (due to change in depreciation rate as per the new Companies Act, 2013) (previous year of Rs.272.30 lacs), Interest & financial expenses of Rs.531.82 lacs (previous year of Rs.457.91 lacs), the company has earned a loss before taxes of Rs.588.32 lacs as compared to the previous year's marginal profit before taxes (PBT) of Rs.1.25 lacs.

After providing a provision for taxation, deferred tax & wealth tax of Rs.(165.89) lacs (previous year Rs.19.68 lacs) there was a loss of Rs.422.43 lacs as compared to previous year's loss after tax of Rs.19.11 lacs.

Foreign Exchange Earnings:

During the year, your company is the net foreign exchange earner and earned net foreign exchange of Rs.152.48 lacs (previous year Rs.674.62 lacs,), showing a decrease of Rs.522.14 lacs, after taking into foreign exchange payments of Rs.607.31 Lacs (previous year Rs.171.51 Lacs), on account of foreign exchange outgo, mainly for payment of interest & repayment of foreign currency term loan.

Quality:

The Company has retained its ISO/TS 16949 certifications for its Quality Management System.

3. Dividend:

During the period under review, the Board has decided not to recommend any dividend for the financial year 2014-2015.

4. Management Discussion and Analysis Report:

A Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of the Annual Report.

In line with its aspirations for the long term capacity creations, the Company has set up a ferrous casting components unit at Jamshedpur. The first phase of the said new unit had already commenced its commercial production & the second phase has yet to commence its commercial production.

5. Cash flow Statement:

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2015, is annexed hereto.

6. Material Changes and Commitments:

There were no material changes and commitments, affecting the financial position of the Company that has occurred between the end of the financial year of the Company and the date of signing of this report.

7. Share Capital:

The paid-up share capital of the Company as at 31st March, 2015 is Rs. 7.25 Crores. The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

8. Subsidiary, Joint Venture and Associate Companies;

Your Company does not have any subsidiary, Joint Venture & Associate Company.

9 Research And Development:

The Company is developing certain machineries (Special purpose Machines), as per its various in house production process requirements, along with for the requirements of its group Companies, as & when required, under its Research & Development Centre.

10. Internal Financial Controls:

The Company has in place adequate internal financial controls systems with reference to the financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

11. Risk Management:

The Board of Directors in their meeting held on November 3, 2014 has constituted Business Development and Risk Management Committee of the Company which has been entrusted with the responsibility to assist the Board to look out for the new ventures/new business opportunities, for the long term growth of the Company, keeping in mind the future prospect of auto component business & overall automotive industry as a whole and with regard to the identification, evaluation and mitigation of operational, strategic and environmental risks efficiently and effectively.

12. Directors And Key Managerial Personnel:

In accordance with the provisions of the Companies Act, 2013 and Articles of association of the Company, Ms. Dalvinder Kaur Ryait, Executive Director, retires by rotation at the at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

During the year under review, the members approved the appointments of Mr. Jasbir Singh Bir, Mr. Upkar Singh Ahuja, Mr. Sanjeev Sethi and Mr. Iqbal Singh as Independent Directors who are not liable to retire by rotation. The members have also appointed Ms. Dalvinder Kaur Ryait and Ms. Amarjeet Kaur Ryait as Executive Directors.

The Company has received declarations from all the Independent Directors of the Company that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement and there has been no change in the circumstances which may affect their status as independent director during the year.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

A brief note on Director retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance.

13. Key Managerial Personnel:

During the year under review, the Company had appointed the following persons as Key Managerial Personnel:

Mr. Jasbir Singh Ryait - Chairman and Whole Time Director

Mr. Surinder Singh Ryait - Managing Director

Mr. Neeraj Tuli - Chief Financial Officer

Ms. Amninder Kaur - Company Secretary

14. Policy On Directors appointment And Remuneration And Other Details:

The Nomination and Remuneration Committee has laid down the criteria for Directors' appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director.

The following attributes/ criteria for selection have been laid by the Board on the recommendation of the Committee:-

- the candidate should possess the positive attributes such as Leadership, Entrepreneurship, Business Advisor or such other attributes which in the opinion of the Committee are in the interest of the Company.

- The candidate should be free from any disqualifications as provided under Section 164 and 167 of the Companies Act, 2013.

- The candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of an independent director.

- The candidate should possess the appropriate qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company's business.

15. Board Evaluation:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board in the following manner:

Sr. No.I Performance evaluation of I Performance evaluation performed by

1. Board and individual directors Board after seeking inputs from all directors

2. Board Committees Board seeking inputs from all committee members

3. Individual Directors Nomination and Remuneration committee

4. Non-independent directors, Board as a whole and Separate meeting of independent directors after taking the Chairman views from executive directors.

5. Board, its Committees and individual Directors At the board meeting held after the meeting of the independent directors based on evaluation carried out as above.

16. Number of Meetings of the Board:

The Board met ten times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

17. Familiarization Program For Independent Directors:

To familiarize the new inductees with the strategy, operations and functions of our Company, the senior management personnel make presentations to the inductees about the Company's strategy, operations, product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.

18. Meetings of the Board and Committees thereof:

This information has been furnished under Report on Corporate Governance, which is annexed along with Annual Report.

19. Committees of The Board:

Currently, the Board has four committees: the audit committee, nomination and remuneration committee, stakeholders' relationship committee and business development and risk management committee. All committees consist of a combination of Independent as well as non independent directors as stipulated under the provisions of the Companies Act, 2013.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Composition of the! Highlights of Duties, responsibilities and activities.

Committee Committee

Audit Committee Mr. Sanjeev Sethi . The Company has adopted the Vigil Mechanism

for directors and employees to report concerns

airman about unethical behavior, actual or suspected

Mr. Jasbir Singh Bir fraud, or violation of the Company's Code of

Conduct and Ethics. The Vigil Mechanism Policy r. asbir in g yai is appended as Annexure II

Mr.Iqbal Singh . In accordance with the provisions of the Listing

Agreement, the Company has formulated policies on related party transactions and material subsidiaries. The policies are available on the website.

Nomination and Mr. Jasbir Singh Bir . The committee overseas and administers

Remuneration executive compensation, reviews the

Committee airman compensation program to align both short term

Mr. Sanjeev Sethi and long term compensation with business

objectives and to link compensation with the r. p ar ing uja achievement of measurable performance goals.

- The Nomination and Remuneration Committee has framed the Nomination and Remuneration Policy. A copy of the policy is appended as

Annexure III

Stakeholders Mr. Sanjeev Sethi - The committee reviews and ensures redressal of

Relationship investor grievances.

Committee airman . The committee noted that all the grievances of

Mr.Upkar Singh Ahuja the investors have been resolved during the

Mr. Jasbir Singh Bir year.

Business Development Mr. Surinder Singh Ryait . The purpose of Committee is to look out for the

and Risk Management new ventures/new business opportunities, for

Committee airman the long term growth of the Company, keeping

MrJasbir Singh Ryait in mind the future prospect of auto component

business & overall automotive industry as a arma whole and with regard to the identification,

Mr.Anadi Sharma evaluation and mitigation of operational,

strategic and environmental risks efficiently and effectively.

20. Auditors, Audit Report and Audited Accounts:

M/s Nanda & Bhatia. (ICAI Firm Registration No. 004342N), Chartered Accountants, retire as auditors and being eligible, offer themselves for re-appointment.

The Auditors' Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

21. Cost Audit:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. P.K. Verma & Co., Cost Accountants were appointed as the Cost Auditors to conduct audit of cost records.

22. Secretarial Audit:

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Bhupesh Gupta & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2014-15.

The Secretarial Auditors' Report in Form No. MR-3 as required under the Act for the financial year ended March 31, 2015 is annexed hereto. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors. The Report forms part of this report as Annexure IV.

23. Corporate Governance:

As per the requirement of listing agreement with the Stock Exchanges, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure- I ) together with a certificate of its compliance from a Practicing Company Secretary, forms part of this report.

24. Fixed Deposits:

During the year under review, the Company has not accepted any fixed deposits and as such no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

25. Safety, Environment and Health:

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety, environment and health.

26. Particulars of Loans, Guarantees and Investments:

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

27. Related Party Transactions:

All related party transactions that were entered into during the financial year, if any, were on arm's length basis and were in the ordinary course of Company's business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material within the meaning of clause 49 of the listing agreement.

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions.

Related party transactions under Accounting Standard - AS18 are disclosed in the notes to the financial statements.

28. Employee Strength:

The total number of permanent employees on the rolls of the Company was 1794 as on March 31, 2015 (1738 was on the previous year).

29. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company, will be provided upon request. In terms of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members and others entitled thereto. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the corporate office of the company. The said information is also available for inspection at the registered office during working hours up to the date of the Annual General Meeting.

30. Code of Conduct:-

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company's website www.gsgroupindia.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration signed by the Managing Director is given at the end of the Corporate Governance Report.

31. Prevention of Insider Trading

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

The Board at its meeting held on 14th May, 2015 has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.gsgroupindia.com

32. Significant and Material orders passed By the Regulators or Courts

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

33. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished as Annexure V to this report.

34. Extract of Annual Return:

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 is furnished as Annexure No.VI-to this report.

35. Directors' Responsibility Statement:

Your Directors confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

b) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2015 and of the loss of the Company for the financial year;

c) that your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that your Directors have prepared the annual accounts on a going concern basis;

e) that your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) that your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. Acknowledgements:

Your Directors place on record their sincere appreciation gratitude to the continuing patronage and trust of our valued customers, bankers, financial institutions, business associates, shareholders and other statutory authorities who have extended their continued support and encouragement to your Company. Your Directors wish to convey their deep appreciation to the dealers, distributors of the Company for their achievements in the field of sales and service and to suppliers and vendors and other business associates for their valuable support.

Your directors also place on record their sincere appreciation for the enthusiasm and commitment of all its employees for the growth of the Company and look forward to their continued involvement and support.

For and on behalf of the Board of Directors

Sd/-

Jasbir Singh Ryait Surinder Singh Ryait

Ludhiana: 14th August,2015 Chairman Managing Director

DIN NO.:00104979 DIN No.:00692792

---

Mar 31, 2013

The Directors have immense pleasure in presenting the Thirty Ninth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2013:-

1. Financial Results:

(Rs, In Lacs)

2012-13 2011-12

Gross Income 14375,68 14600-82

Less: Excise duty on sale 1668.13 1475.36

Net Income 12707.55 13125.46

Profit befo re De preelatlon, Intere st & Tax (P B D IT) 279.26 1053.32

Less: Depreciation & Amortization 124.41 112,50

Profit before Interest and Taxes (PBIT) 154.85 940.82

interest & Financial expenses 309,90 249,36

Profit/{Loss) before Tax (PBT) (155.05} 691.46

Less: - Provision for Tax

- Current 00.00 198.50

-Deferred Tax (29.23) 31,23

-Wealth Tax 00,50 0.50

ProfhV(Loss) after Tax (PAT) (126.32) 461.23

Balance of Profit from Previous Year 2254.82 1793.67

(Excess)/Short provision for taxation and Tax Payment 0.00 0.08

Surpiusretained in ProfIt & Loss Account 2128.50 2254.82

Earnings per Share (Rs.)

Basic & Diluted (1.05) 4.32

Dividend per Share (Rs.)



2. Performance:

During the year under review, the overall economic growth of the Country has considerable declined as compared to the growth rate of the previous year. Further, partial deregulation of the diesel prices, has not only increase the freight cost of the Company but also increase the own generation of the power cost, further leads to continuous rise in the inflation, has forced the Reserve Bank of India to continue to adopt 3 tight monetary policy, which causes to steep increase in the interest cost of the Company, Increased the minimum wage, has ail together impacted the company to a great extent, on the overall performance of the company.

Due to slower growth in the Indian as well International economy there was almost nil growth in the automotive industry, particularly in the commercial vehicle segment In these circumstances, it was not feasible to pass on the increase in the prices to the ultimate customers, which was clearly evident in the overall financial position of the Company,

However, in spite of the slowdown in the economy, we were able to maintain the overall revenue from operations (net) of Rs.12G91.64 lacs, as compared to revenue from operations (net) of Rs. 13078.66 lacs of the previous year; this performance seems quite satisfactory in the overall backdrop of lower growth rate of the Indian economy & particularly of the Indian automotive industry.

However, the other income during the year shows a decline of 66.00% to Rs. 15.91 lacs, as compared to previous year''s other income of Rs.46.80 lacs, which was mainly due to depreciation of Indian rupee as compared to USD. Other income includes, gain on foreign exchange rate fluctuations, of Rs.3.75 lacs, as compared to previous year''s, gain on foreign exchange rate fluctuations of Rs.32.41 lacs.

During the year, your company has earned profit before depreciation & amortization, Interest & taxes (PBDIT) of Rs.279.2G lacs as compared to previous year''s profit before depreciation & amortization, Interest & taxes (PBDIT) of Rs. 1053.32 lacs, showing a negative growth of 73.49%. After provision for depreciation and amortization of Rs.124.41 (previous year of Rs.112-50 lacs), Interest & financial expenses of Rs.309-9Q lacs (previous year of Rs.249.36 lacs), the company has earned a loss before taxes of Rs. 155.05 lacs as compared to the previous years profit before taxes (PBT) of Rs,69l.46 lacs.

After providing a provision for taxation, deferred tax & wealth tax of Rs.2S.73 lacs (previous year Rs,230,23 lacs) there was a loss of Rs.126.32 lacs as compared to previous year''s profit aftertax (PAT) of Rs.461.23 lacs.

Foreign Exchange Earnings:

During the year, your company is the net foreign exchange earner and earned net foreign exchange of Rs,710.43 lacs (previous year Rs.749,69 lacs,), showing a marginal decline of Rs.39.26 lacs, after taking foreign exchange payments of Rs,7.32 Lacs (previous year Rs.59.1S lacs), on account of foreign exchange outgo, for import of material & others.

Quality:

The Company has retained its ISO/TS 16949 certifications for its Quality Management System.

3. Dividend:

During the period under review, the Board has decided not to recommend any dividend for the financial year 2O12-2013, keeping in mind, the long term funds requirement of the Company, for the ongoing major expansion at Jamshedpur.

4. Management Discussion and Analysis Report:

A Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with stock exchanges in India, is presented in a separate

section forming part of the Annual Report.

In line with its aspirations for the long term capacity creations, the Company is in the process of setting a ferrous casting components unit at Jamshedpur.

5. Ca s h f I ow Statem e nt:

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2013, is annexed hereto.

6. Fixed Deposits:

During the year, the Company has not invited any deposits from the public.

7. Pledge of Shares:

None of the Equity Shares of the Directors of the Company or the promoter''s group company are pledged, with any banks or any other financial institutions.

8. Credit Rating:

During the year under review, the CRISIL has downgrade its ratings on Company''s long term credit facilities from CRISIL BBB/Stable to CRISIL BBB/Negative and on company''s short term credit facilities from CRISIL A3 to CRISIL A3,

9. Manufacturing unit at Jamshedpur:

The Company has successfully completed the first phase of its new manufacturing unit at Jamshedpur and has also commenced the Commercial production of its first phase and the commercial production of the second phase will commenced in the month of July, 2014. The delay was mainly due to overall slowdown in the economy. We hereby regret for the delay in the commencement of the commercial production of the above said unit.

The Company has already incurred a sum of Rs.42.02 Cr as at 13th November, 2013, for the purchase of various machinery, electrical equipment, installation of pre fabricated building sheds along with the advance payment to contractors of building & suppliers of various machineries & other equipments etc, for the both the phases of its new manufacturing unit at Jamshedpur.

10. Merger;

As conveyed to you earlier in our last year annual report that the Board of the Directors of your Company had already approved in principal, the merger of one of its group company "G.S. Automotives Private Limited" with your Company.

In this regard, it is hereby further submitted that the Board of Directors of the Company had further approved the Scheme of Amalgamation along with the share swap ratio for the above said amalgamation, to be effective w.e.f Qlrf April, 2012 & has further received the no observation letter from The Bombay Stock Exchange Limited (the designated stock exchange in this regards) & accordingly had filed a petition with the Hon''ble High Court of Punjab and Haryana, Chandigarh under section 391 to 394 of the Companies Act, 1956, for their approval to the above said amalgamation,

The Hon''ble High Court of Punjab and Haryana, Chandigarh has made the directions to the company to hold the Court convened meeting of its Shareholders/Members, Secured & Unsecured Creditors and Creditors on dated 14lh December, 2013.

The Board of Directors of the company is hopeful of completing all the required and necessary regulatory procedures and formalities by February, 2014.

11. DI recto Ks Re s po ns i bl llty State m e nt:

In terms of Section 217 (2AA) of the Companies Act, 195G, with respect to Directors'' Responsibility Statement, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them with respect to the statement of Profit and Loss for the financial year ended 31st March, 2013 and the Balance Sheet as at that date ["financial statements") confirm that:

i) The financial statements have been prepared on a going concern basis. In the preparation of the financial statements the generally accepted accounting principles (GAAP) of India and applicable accounting standards issued by The Institute of Chartered Accountants of India, have been followed.

(ii) Appropriate accounting policies have been selected and are being applied consistently. 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 the end of the financial year and of the profit of the Company for that period. Significant accounting policies and other required disclosures have been made in Notes to the Financial Statements.

(iii) Proper and sufficient care has been taken 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. To ensure this, the company has established internal control systems, consistent with its size and nature of operations. In weighing the assurance provided by any such system, its inherent limitations should be recognized. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The company has an Internal Audit department, which coordinates the internal audit process. The Audit Committee of the Board meets at periodic intervals to review the internal audit function.

{iv) The financial statements have been audited by M/s Nanda & Bhatia, the Statutory Auditors, and their report is appended thereto.

12. Directors:

During the year under review, Mr, Satish Monga & Mr. Jayant Davar, independent Directors of the Company, step down from the Board of the Company, due to their pre engagement, professional & personal Commitments. The Board acknowledges and places on record its deep appreciation for the contribution made by both the directors of the Company.

Your Directors also welcome, Mr. Iqbal Singh, as an Additional Director of the Company, with effect from I5n June, 2013 to hold the office till the ensuing Annual General Meeting in accordance with the provisions of Section 2G0 of the Companies Act, 1956. The requisite resolution for his appointment as Director of the company has been set out in the notice of the ensuing Annual General Meeting for the approval of the shareholders.

In accordance with the provisions of the: Companies Act, 1956 and the company''s Articles of Association, Mr. Upkar Singh Ahjua and Mr. Sanjeev Sethi, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment as directors.

The information on the particulars of Directors/profile of these Directors, seeking re- appointment and appointment, as required under CJause-49 of the Listing Agreement, executed with the Stock Exchanges, are given in the Notice of the Annual General Meeting.

None of the directors appointed or re-appointed are disqualified for being appointed as directors as specified in Section 274 (1) (g) of the Companies Act, 1956,

13. Re-Constitution of Remuneration Committee:

Mr. Jasbir Singh Bir, have been appointed as members of Remuneration Committee of the Company w.e.f 15™ June, 2013 in the place of Mr. Satish Monga & Mr.Jayant Davar, as both the directors have resigned due to their pre engagement professional & personal Commitments.

The Re-Constituted Remuneration Committee consists of the following members''

1. Mr. Sanjeev Sethi

2. Mr. Upkar Singh Ahuja

3. Mr.Jasbir Singh Bir

14. Re-Constitution of S h arch o I de rs/1 nvesto rs G rieva nee Co m m ittee:

Due to the resignation of Mr Satish Monga, Mr. Jayant Davar, due to their pre engagement, professional & personal Commitments, the Re-Constituted Shareholders & Investors Grievance Committee consists of the following members:

1. Mr. Sanjeev Sethi

2. Mr. Upkar Singh Ahuja

3. Mr, Jasbir Singh Bir

IS Re-Co nstitution of A ud it Co m m ittee:

Due to the resignation of Mr Satish Monga, the Re-Constituted Audit Committee consists of the following members:

1. Mr. Sanjeev Sethi

2. Mr. Jasbir Singh Ryait

3. Mr. Jasbir Singh Bir

16, A ltd itors a nd t heir Repo rt:

M/s Nanda & Bhatia, Chartered Accountants, Ludhiana (Firm Registration NO.Q04342IM), Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has obtained a written certificate from them to the effect that their re-appointment, if made would be, with in the limit prescribed under section 224(1B) of the Companies Act, 19S6,

The Statutory Auditors of the Company have submitted their Auditors'' Report on the accounts of the Company, for the financial year ended 31tl March, 2013. The observations and comments given by the Auditors in their report, together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

17. E m p Joy e e Str e ngth:

The total numbers of permanent employees on the roll of the Company were 1030 as on 31st March, 2013 (previous year 1115).

18. E m p loyee Rel at ion s:

Employees Relations remained cordial and harmonious throughout the year. The Management

Discussion and Analysis, gives an overview of the developments in Industrial Relations, during the year.

19. Particulars of Employees:

None of the employees was covered for disclosure under section 217 (2A) of the Companies Act, 19SG read with Companies (Particulars of Employees} Rules 1975, during the year under review.

20. Off ice or pi a c e of profit:

Mr. Harkirat Singh Ryait S/o Sh. Jasbir Singh Ryait, Chairman and Whole Time Director of the Company, was appointed as an employee of the Company, to hold office or place of profit u/s 314 of the Companies Act 1956 pursuant to your approval in the Extra Ordinary General

Meeting, held on 15th April, 2011.

There is no change in the terms of his employment from the date of his appointment till the end of financial year 2012-13.

21. Co rpo rate G o ve ma nee:

It has been the endeavor of your company to follow and implement the best practices in corporate governance, in letter and spirit. The report of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, form part of the Annual report,

A certificate from the Statutory Auditors of the Company regarding compliance with the conditions of corporate governance as required under Clause 49 of the Listing Agreement is part of this report.

22. Sec reta r ia J Stan da rd of JCSI:

Secremrinstitute of Company Secretaries of time lo time are currently recommendatory in nature. Your company is however complying with the same.

23. Related Party:

Note No.66 of the financial statement set out in the nature of transactions with the related parties. Transactions with related parties are carried out at arm''s Length. The details of such transaction are placed before the Audit Committee.

24. Cost Auditor:

Your Company is required to maintain cost accounting records pursuant to the (Cost Accounting Records) Rules, 2011 vide notification dated
Pursuant to order no. 52/26/CAB/2010 dated 24th January, 2012 issued by the Ministry of Corporate Affairs, the appointment of Cost Auditors become mandatory for your Company pursuant to the provisions of Section 233B of the Companies Act, 1956. Your Company has appointed M/s J Verma & Associates, Cost Accountants, as cost auditors of the Company, for the financial year 2013-14 to conduct cost audit of the accounts and records maintained by the Company.

25. Corporat e Social Respo n si bl I ity:

"GS" has always been recognized as a responsible corporate citizen. We care for the well being of the society. CSR represents an interesting evolution and culmination of philanthropy and ethics. Specifically, corporate philanthropv has evolved from the monetary donation and donation in kind to charitable organizations because "it''s the right thing to do" to more strategic philanthropy where donations are focused on a theme that has some relationship to the company''s core business.

Your Company has & in the continuous process for the contribution to the welfare of the Society at large, during the year and in the days to come. A detailed report on the CSR activities, initiated by the Company during the year, is described in the report of Management Disclosure & Analysis annexed in this Annual Report,

26. I rrte. rnal Cont ro I System:

The Company''s Internal Control System is commensurate to the size & nature of its business and it ensures timely and accurate financial reporting in accordance with all the applicable accounting standards, ensure optimum utilization, efficient monitoring, timely maintenance and safety of assets, Compliance with all the applicable laws, regulations, listing agreements and management policies, effective management information system and review of other systems.

In order, to further strengthen the Company''s Internal Audit Department, the Board of Directors of the Company had appointed, M/s S. Jain & Company, Chartered Accountants Ludhiana, as an Internal Auditors of the Company. The Internal Auditors independently evaluates the adequacy of internal control and concurrently audit the majority of the transactions. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

27. Qua I ity Co ntr ol & C ustom er Sat isf act io n:

The Company totally adheres to the ISO/TS 16949 norms and continuously strives to achieve world class quality by strictly adhering to the quality standards. The Company has also been awarded ISO 14001 & 18001 for environmental Management systems.

The Company has been receiving continuous support from all its customers. The Company is closely working with all customers in terms of new product development, improvement in quality level etc. to meet expectations of the customers.

28. Statutory Disclosures:

Your directors have made necessary disclosure, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

29. Nature of Business:

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

30. Subsidiaries:

Your Company does not have any subsidiary Company.

31. Material Changes and Commitments:

There were no material changes and commitments, affecting the financial position of the Company that has occurred between the end of the financial year of the Company and the date of signing of this report.

32. Conservatiori of Energvr Techiiologv Absorptlonand Foreign EKchanee Earningsand Outgo:

The particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 217[l)(e) of the Companies Act 19S6 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, and forming part of the Directors'' Report, is given as Annexure "A" to this report.

33. Environment Compliance;

The Company has complied with all the requirements regarding management of pollutants of manufacturing units and also conducts Environment Audits of its unit at regular intervals. The Company has obtained all Environmental consents such as air, water and hazardous waste authorization from respective Pollution Control Boards and is in compliance with the present environmental legislation,

34. Listing:

The Securities of your Company are listed at The Bombay Stock EKchange Limited (BSE) and The Ludhiana Stock Exchange Limited (LSE) and the Company has paid all the requisite Annual

Listing Fees to all the above said stock exchanges.

35. Investor Relations:

Your Company always endeavors to keep the timely response to shareholder''s requests/ grievances at a minimum, Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholder''s/ Investor Grievances committee of the Board meets periodically and reviews the status of redresses of investor''s grievances.

36. Compa ny Sec reta ry:

Ms Amninder Kaur was appointed as the Company Secretary as per the provisions of Section 383 A of the Companies Act, 1956. She was also designated as the Compliance Officer in terms of the Listing Agreement.

37. Acknowledgements:

Your Directors place on record their sincere gratitude to the continuing patronage and trust of our valued customers, bankers and financial institutions, business associates, shareholders and other statutory authorities who have extended their continued support and encouragement to your company Your directors wish to convey their deep appreciation to the dealers, distributors of the company for their achievements in the field of sales and service and to suppliers & vendors and other business associates for their valuable support.

Your directors also place on record, their sincere appreciation for the enthusiasm and commitment of all its employees for the growth of the Company and look forward to their continued involvement and support. For and on behaJf of the Board of Directors For G.5. Auto International Limited

Sd/-

Suririder Singh Ryait

Ludhiana: 25 November, 2013 Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the 36th (Thirty-Sixth) Annual Report on the business and operations of the Company and the accounts for the Financial Year Ended 31 st March, 2010.

I.FINANCIAL RESULTS;

(Rs. in Lacs)

2009-10 2008-09

Sales and Other Income 10304.17 9299.38

ProfitbeforeDepreciation,lnterest&Tax(PBDIT) 850.06 546.93

Interests Financial expenses 114.92 157.31

Profit before Depreciation & Tax (PBDT) 735.14 389.62

Depreciation & Amortization 88.16 77.57

Profit before Tax (PBT) 646.98 312.05

Less: Provision for Tax Current 208.00 95.00

Fringe BenefitTax - 7.85

Deferred Tax 34.30 7.30

ProfitafterTax(PAT) 404.68 201.90

Balance of Profit from Previous Year 1150.88 947.01

Income Tax Adjustments for earlier years - (1.97)

Profit Available for Appropriation 1555.56 1150.88

APPROPRIATIONS

Proposed Dividend on Equity Shares 44.00 -

Tax on above dividend 07.47 -

Transfer to General Reserve 40.50 -

Surplus retained in Profits LossAccount 1463.59 1150.88

Earning per Share (Rs.)

-Basic 5.91 5.95

-Diluted 5.38 2.52

Dividend per Share (Rs.) 0.55 -

2. DIVIDEND;

The Board of Directors had declared an Interim dividend of Rs. 0.55 per share (i.e. 11%) (Previous Year NIL) on the face value of Equity Share of Rs. 5/-each, for the financial year 2009-2010. The Equity dividend outgo for the financial year 2009-10, inclusive of dividend distribution tax amounted to Rs. 7.47 Lacs, had absorbed a sum of Rs. 51.47 Lacs (Previous Year NIL). The same was distributed to the Shareholders, whose names appeared on the Register of Members as on 23rd April, 2010. The Board has decided not to recommend any further dividend for the financial year 2009-10.

3. TRANSFER TO GENERAL RESERVE;

Your Company has transferred Rs.40.50 Lacs (Previous year Rs.Nil) to General Reserve during the financial year 2009-2010.

4. EXPORTS;

Exports for the year ended 31 st March, 2010 have been decreased to Rs.763.45 lacs, as compared to previous year exports of Rs.1101.29 lacs, showing a decline of 30.68%, only due to worse economic conditions in Euro Zone.

5. PERFORMANCE;

Your Company, for the financial year ended 31st March, 2010, performed satisfactory during the year, despite challenging economic conditions, by changing its inter segment marketing strategy, however there was pressure on the margin front, due to increase in the commodity prices in the second half of FY10. The total turnover of the Company for the year under review is Rs. 10253.10 Lacs, as compared to the previous year turnover of (Rs. 9234.25 Lacs) registering a satisfactory growth of 11.03%, which was mainly due to better than expected turnaround in the Indian Automobile Industry as well as stabilizing global market conditions. The Company earned profit before depreciation, interest & tax (PBDIT) for the Year 2009-2010 Rs.850.06 Lacs as compared to the previous years Net Profit before depreciation, interest & tax of (Rs. 546.93 Lacs), registering a growth of 55.42 %, which is quite satisfactory as compared to the previous year, the higher margins in the year was due to better capacity utilization, softening of interest rates and softening of commodity prices during the first half of FY10. After providing for depreciation of Rs. 88.16 Lacs, previous year (Rs. 77.57 Lacs), interest of Rs. 114.92 Lacs, previous year (Rs. 157.31 Lacs), Provision for Current Tax / Deferred Tax of Rs. 242.30 Lacs, previous year (Rs.110.15 Lacs) and Income Tax Adjustments for earlier years Rs. NIL of previous year of (Rs. 1.97 Lacs), the net profit after tax (PAT) worked out to Rs. 404.68 Lacs as compared to previous year of (Rs. 201.90 Lacs) showing an increase of 100.44 % which is quite satisfactory; Foreign Exchange Earnings;

The Company during the year is a net Foreign Exchange Earner. During the current year, the Companys net foreign exchanges earning were Rs.621.23 Lacs (Rs.865.58

Lacs) after taking payments of Rs. 86.48 Lacs (Rs.70.50 Lacs), on account of foreign exchange outgo, on account of import of material & others. Quality;

The Company has retained its ISO/TS16949 certifications for its Quality Management System. 6. ISSUE OF EQUITY SHARES;

You will be glad to note that during the year under review on dated July 01,2009, your Company has successfully raised funds Aggregating to Rs.460 (Four Hundred Sixty) Lacs by issue of 46,00,000 (Forty Six Lacs) Equity Shares of the face value of Rs.5/- each at a premium of Rs.5/-per Equity Share, upon the successful conversion of 23, 00,000 (Twenty Three Lacs) warrant, earlier issued on dated January 07,2008, of the face value of Rs.20/- (Rs.Twenty) per warrant, (to be converted into equivalent number of Equity shares of the face value of Rs.10/- (Rs.Ten) each, at a premium of Rs.10/- (Rs.Ten) per Equity share) .consequent on the receipt of the full amount from all the warrant holders. Consequent upon the allotment of aforesaid Equity Shares, the paid up Equity Share Capital of the Company, has increased to Rs.4,00,00,000/- (Rs.Four Hundred Lacs) comprising of 80,00,000 (Eighty Lacs) Equity Shares of the face value of Rs.5/- (Rs.five) each. The above said money raised through preferential issue, is being used for setting up a manufacturing facility for the manufacture of Auto Components at Jamshedpur. The Board of Directors, had further allotted 40,00,000(Forty lacs) warrants @

Rs.27.41 per warrant, to the promoters and others on dated 06th February,2010, pursuant to the approval from the Members of the Company at the Extra Ordinary General Meeting held on 26th December,2009,on preferential basis , pursuant to the Provisions of section 81 (1 A) and other applicable provisions of the Companies Act, 1956 (to be optionally convertible, within a period of Eighteen months from the date of allotment, into equivalent number of Equity Shares of the face value of Rs.5/- (Rs.five) each, at a premium of Rs.22.41 (Rs.Twenty Two and Paise Forty One) per Equity Share, keeping in mind the expansion of the project at Jamshedpur along with modernization & capacity expansions for various auto components, presently being manufactured, at its manufacturing unit at Ludhiana . As at 31 st July, 2010 the Company has received Rs.488.31 Lacs, being a part of the total amount, due from the above said warrant holders. 7. RE-CONSTITUTION OF AUDIT COMMITTEE;

Mr. Satish Monga & Mr.Sanjeev Sethi have been appointed as members of Audit Committee of the Company w.e.f 09th August,

2010.

The Re-Constituted Audit Committee consists of the following members:

1.Mr.Jasbir Singh Ryait

2,Mr.SatishMonga

3.Mr.SanieevSethi

8. RE-CONSTITUTION OF SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE;

Mr. Sanjeev Sethi has been appointed as member of Shareholders & Investors

Grievance Committee of the Company w.e.f. 09th August, 2010.

The Re-Constituted Shareholders & Investors Grievance Committee consists of the following members:

LMr.Sanjeev Sethi

2. Mr. Surinder Singh Ryait

3. Mr.Sewa Singh

9. CONSTITUTION OF REMUNERATION COMMITTEE;

The Company has Constituted Remuneration Committee w.e.f. 09th August, 2010. The Newly Constituted Remuneration Committee consists of the following members: 1 Mr. Satish Monga

2. Mr. Sanjeev Sethi

3. Mr. Makhan Singh

10. CASH FLOW STATEMENT;

In Conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2010, is annexed hereto.

11. MANUFACTURING UNIT AT JAMSHEDPUR;

The Company had laid the foundation stone for the setting of new manufacturing unit at Jamshedpur, for the manufacturing of Auto Components and has already placed all the orders for the machineries, which has high delivery period. This unit will have a state of the art technology, high pressure moulding line Machine, for the manufacturing of Casting Components and is hopeful to start commercial production of this unit by December, 2010.

12. AUDITORS REPORT;

The Statutory Auditors of the Company have submitted Auditors Report on the accounts of the Company, for the financial year ended 31st March, 2010.In their reports, they have made an observation regarding non provision of doubtful debts of Rs.2.81 Lacs by the Company, in Note no.6 of the Notes to Accounts in Schedule "O". As the legal case against one of the debtors of the Company, is at the final stage of the settlement, where the ultimate outcome of the settlement in the case, of the recovery of the dues, can only be ascertained only at the final hearing, further the Company is hopeful of recovering fullest amount from the said debtor, hence provision for the same have not been provided in the books of accounts. Further all the points of Auditors Report are self explanatory and need no comments.

13. MANAGEMENT DISCUSSION AND ANALYSIS;

A detailed analysis of the Companys performance is contained in the Management Discussion and Analysis Report, which form part of the Annual Report.

14. CORPORATE GOVERNANCE;

The Company has been pro-active in following the principles and practices of good Corporate Governance. Your Directors are committed to transparency in all its dealings and places high emphasis on business ethics. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements with the Stock Exchanges are complied in its letter and spirit.

A separate statement on Corporate Governance code along with a certificate from the Company Secretary, regarding the compliance of code of corporate governance, as stipulated under clause-49 of the Listing agreement, are annexed to this Report;

15. SECRETARIAL AUDIT;

As per SEBI requirement, Secretarial audit is being carried out at specific periodicity by a practicing Company Secretary. The findings of the audit have been satisfactory. The Board of Directors of the Company has appointed M/s Harmandar Nanda & Associates, Company Secretary in whole time practice, as Secretarial Auditor of the Company. The Secretarial Audit Report for the year ended 31 st March, 2010, which is self explanatory, is attached as a part of the Annual Report.

16. EMPLOYEE RELATIONS;

Employees Relations were remained cordial and harmonious throughout the year. The Management Discussion and Analysis gives an overview of the developments in Industrial Relations, during the year.

17. LISTING;

The securities of your Company are listed at The Bombay Stock Exchange Limited (BSE), The Delhi Stock Exchange Limited (DSE), The Ludhiana Stock Exchange Limited (LSE) & The Ahmedabad Stock Exchange Limited (ASE). Further your Company has paid the requisite annual Listing fees to all the above said stock exchanges, where its securities are listed

18. FIXED DEPOSITS;

During the year the Company has not invited any deposits from the public;

19. PLEDGE OF SHARES;

None of the Equity Shares of the Directors of the Company are pledged, with any banks or any other Financial Institutions.

20. DIRECTORS;

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mr. Jasbir Singh Ryait and Mr.Sewa Singh, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment; The Company has appointed Mr.Sanjeev Sethi and Mr.Satish Monga, as Additional Directors of the Company, with effect from 09th August, 2010, to hold the office till the ensuing Annual General Meeting.

The above appointment/re-appointment form part of the Notice of the Thirty-Sixth Annual General Meeting. The information on the particulars of Directors/profile of these Directors, seeking re-appointment and appointment, as required under Clause- 49 of the Listing Agreement, executed with the Stock Exchanges, are given in the Notice of the Annual General Meeting.

21. DIRECTORS RESPONSIBILITY STATEMENT;

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, your Directors accept the responsibility for the integrity and objectivity of the Profit and Loss Account for the financial year ended 31 st March, 2010 and the Balance Sheet as at that date ("financial statements") and confirm that:

i) The financial statements have been prepared on a going concern basis. In the preparation of the financial statements the applicable accounting standards issued by The Institute of Chartered Accountants of India have been followed. ii) The Directors have, in the selection of the accounting policies, consulted the Statutory Auditors and theses have been applied consistently and reasonable and prudent judgments and estimates nave been made so as to give a true and fair view of the state of affairs of the Company as at the end of financial year and the profit of the Company for the year ended on that date. Significant accounting policies and other required disclosures have been made in Schedule "0" annexed to the Financial Statements.

iii)The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations. In weighing the assurance provided by any such system, its inherent limitations should be recognized. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance with these systems. The Company has an Internal Audit department which coordinates the internal audit process. The Audit Committee of the Board meets at periodic intervals to review the internal audit functions.

iv) The financial statements have been audited by M/s Nanda & Bhatia, the Statutory Auditors and their report is appended thereto.

22. STATUTORY DISCLOSURES;

Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing agreement.

23. SUBSIDIARIES;

Your Company does not have any subsidiary Company.

24. MATERIAL CHANGES AND COMMITMENTS;

There were no material changes and commitments, affecting the financial position of the Company that has occurred between the end of the financial year of the Company and the date of signing of this report.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO;

The particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report, is given as Annexure "A" to this report;

26. ENVIRONMENT COMPLIANCE;

The Company complies with all the requirements regarding management of pollutants of manufacturing units and also conducts Environment Audits of its unit at regular intervals. The Company has obtained all Environmental consents such as air, water and hazardous waste authorization from respective Pollution Control Boards and is in compliance with the present environmental legislation.

27. PARTICULARS OF EMPLOYEES;

There were no employees as required under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975;

28. INTERNAL CONTROL SYSTEM;

The Companys Internal Control System is commensurate to the size & nature of its business and it ensures timely and accurate financial reporting in accordance with all the applicable accounting standards, ensure optimum utilization, efficient monitoring, timely maintenance and safety of assets, Compliance with all the applicable laws, regulations, listing agreements and management policies, effective management information system and review of other systems.

29. DEMATERIALISATION OF SECURITIES;

As the members are aware, your Company has made arrangements, to dematerialize its Equity Shares, with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), for the dematerialisation of its Equity Shares, pursuant to the Depositories Act, 1996. All the valid applications received, fordematerialisations have been acted and as on 31st March, 2010,83.59% of the total number of Equity Shares were indematerializedform.

30. COST ACCOUNTING RECORDS;

Your Company is required to maintain cost accounting records pursuant to the Cost Accounting Records (Engineering Goods) Rules, GSR 279(E) dated 24th April, 2001.The Company has complied with the above requirement for the year ended 31st March, 2010.

31. STATUTORY AUDITORS;

M/s Nanda & Bhatia, Chartered Accountants, Auditors of the Company, retires as Auditors of the Company and have given their consent for re-appointment. The Shareholders approval will be required to elect the Auditors. As required under the provisions of Section 224 (IB) of the Companies Act, 1956, the Company has obtained a written certificate from the above Auditors, proposed to be re- appointed, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section. Board recommends the appointment of M/s Nanda & Bhatia, as Auditors of the Company, to hold office from conclusion of this meeting, until conclusion of the nextAnnual General Meeting.

32. ACKNOWLEDGMENTS;

Your Directors place on record their sincere appreciation of the continued support and assistance extended during the year by all its Clients, Business Associates, Supplier Partners, Vendors, Bankers and Investors. Your Directors also place on record their sincere appreciation of the services rendered by all the employees, at all levels, for their hard work, dedication, contribution, support, commitment and further maintain a harmonious environment for productive work, that have enabled the Company to steer itself through a tough and a more challenging year for marching ahead and further look forward to their continued support in future as well. The Directors thank the financial institutions/ Banks; Government of India & State Government for their understanding, co-operation, assistance extended and continued support to the Company & Auto Component Industry in general, during the year.

Your Directors acknowledge with thanks all the members and shareholders for their continuing patronage & confidence reposed in the Company.

For and on behalf of the Board

Surinder Singh Ryait Ludhiana: 14th August, 2010 Managing Director