History of Auto Pins [Indias] Ltd.

The Comp. was incorporated on 28th November, 1975 at New Delhi as a Private limited Comp. with the Registrar of Companies, Delhi & Haryana [ROCs] at New Delhi. Subsequently, the Comp. became a deemed Public limited Comp. under Section 43A[1-As] of Companies Act, 1956 & certificate of incorporation was amended by ROC on July 1, 1993. Simultaneously, the Shareholders of Comp. passed a special resolution at the Extraordinary General Meeting of Comp. held on 19th September, 1994 deleting the restrictive clauses provided under Section 3 [1s] [iiis] [as] [bs] & [cs] of Companies Act, 1956 & as such the Comp. became a Public limited Comp. within the meaning of Section 3[1s] [ivs] of Act.

The Comp. was incorporated in 1975 with the main objects to take-over business of Auto Pins [Indias] Regd., a partnership firm established in 1952 by Dr. Tirlok Singh, his son Shri Autar Singh & their relatives. The firm was in the business of manufacturing leaf springs & auto pins with the manufacturing facilities at Faridabad [Haryanas]. In 1979, Comp. became a partner in the firm with a 15% stake. The Comp. was not carrying out any other business apart from the above during 1975-80. By way of Dissolution Deed of partnership made on September 30, 1980, the Comp. took over the business of Auto Pins [Indias] Regd., the partnership firm by taking over its assets, liabilities & operations as a going concern. The Comp. thus became the sole owner & successor to the business carried on by erstwhile Partnership firm. The present promoter doesn't have any dispute with the previous firm. Assets & Liabilities were taken over at their book values without any revaluation which are as follows:

Assets Rs. in Lacs

Goodwill 40.28 Other Fixed Assets 57.59 Investments 1.92 Current Assets 276.86 Loans and Advances 44.64

Liabilities Rs. in Lacs

Reserves for Investment Allowance 9.73 Secured Loans 216.03 Unsecured loans 25.54 Current Liabilities 157.48

The consideration amount was paid to the respective partners in cash/credited to respective current accounts.

The operations & working of Comp. since 1981 had been largely unsatisfactory mainly duo to high cost of production, liquidity constraints & others, leading to successive cash losses & consequential erosion of networth. The Comp. was referred to Board of Industrial & Financial Reconstruction [BIFRs] in 1987 & BIFR sanctioned a Rehabilitation Scheme in November, 1989, which came in operation in 1990 & inter-alia, envisaged capital expenditure towards repairs, overhauling & balancing equipment besides payment of statutory dues/pressing creditors & retrenchment of workers. The rehabilitation scheme also envisaged sanction of reliefs & concessions from the Banks & term loan from IRBI at concessional rate of interest. The details of same are set out below:

Under the rehabilitation scheme drawn up by BIFR the principal reliefs & concessions were

as] Funded interest at a concessional rate of 10 % p.a.

bs] Waiver of penal Interest of Rs.16.65 Lacs by Canara Bank & Rs.1.63 lace by Punjab and Sind Bank.

cs] Working Capital term loan of Rs 144.33 lacs to carry concessional rate of interest @ 13.50% p.a.

ds] Rehabilitation Loan of Rs. 24 lacs by Banks at concessional interest rate of 15% p.a.

es] Rehabilitation Loan of Rs. 41 lacs by IRBI at concessional interest rate of 14% p.a.

fs] Working capital facilities at concessional interest rate of 15% p.a.

In terms of said scheme the Banks have right to recompense in respect of reliefs & concessions granted. The, mode of recompense & the time shall be settled by discussion between the Comp. & the banks after the company networth becomes positive. To date no bank has exercised its right of recompense.

Mr. Rajbir Singh, the present promoter of Company, took over the majority share holding & the management of Comp. in 1988. The performance of Comp. after change in the management & implementation of rehabilitation Scheme has shown progressive improvement. The Comp. turned the corner during the year 1990-91 whereafter there has been successive improvement in turnover & profitability. The turnover of Comp. rose from Rs.750.38 Lacs in 1990-91 to Rs. 1640.76 lacs during the year ended 31st March, 1994. The profit after tax during the corresponding period rose from Rs.7.05 Lacs to Rs.141.80 lacs in 1993-94 & the accumulated losses of Comp. were entirely wiped out. In recognition of turnaround, the Comp. was discharged from the purview of BIFR on 31st August, 1994.

The Comp. issued 8,19,000 shares to the offerers in November 1994 at a premium of Rs.45/- per share to part finance she expansion, modernisation & diversification of manufacturing facilities at Faridabad. Under the said scheme the installed capacity is in the process of being increased from 14,400 tpa of tapered leaf springs to 32,400 tpa & from 1,200 tpa to 3,600 tpa in respect of parabolic leaf springs. The Comp. has already achieved installed capacity of 24,000 tpa of tapered leaf springs & 3600 tpa of Parabolic Springs. The Comp. has also installed manufacturing facilities for Rear Axles with a capacity of 1,200 tpa. The cost and means of finance of said scheme is as follows:

COST AND MEANS OF PROJECT [Rs. in Lacss] ------------------------------------------------------------------------- Expansion of Leaf and Parabolic Springs Axle Plant-1 Total Cost Incurred* To Be Total Cost Incurred Incurred ------------------------------------------------------------------------- 1 Land 0.00 0.00 0.00 0.00 0.00 2 Building 78.00 45.00 33.00 0.00 0.00 3 Plant and Machinery 611.00 438.00 173.00 45.00 45.00 4 MFA 12.00 9.00 3.00 4.00 4.00 5 Pre-operative Exp 26.00 10.00 16.00 1.00 1.00 6 Contingency 32.00 0.00 32.00 0.00 0.00 7 Margin Money 161.00 113.50 47.50 27.00 27.00 ------------------------------------------------------------------------- Total 920.00 615.50 304.50 77.00 77.00 ------------------------------------------------------------------------- 1 Placement of Shares 373.00 373.00 0.00 77.00 77.00 2 HFC [Term Loans]# 222.50 185.00 37.50 0.00 0.00 3 IRBI[Term Loans]^ 267.00 0.00 267.00 0.00 0.00 4 Internal Accruals 57.60 57.50 0.00 0.00 0.00 ------------------------------------------------------------------------- Total 920.00 615.50 304.50 77.00 77.00 -------------------------------------------------------------------------

* as on 31.12.95 # Haryana Financial Corporation ^ Industrial Reconstruction Bank of India

Schedule of Implementation for Scheme

------------------------------------------------------------------------- SCHEDULE OF IMPLEMENTATION ------------------------------------------------------------------------- FOR INSTALLED CAPACITY FOR INSTALLED CAPACITY OF 24000 tpa OF 32400 tpa Commencement Completion ------------------------------------------------------------------------- LAND and SITE NOT REQUIRED NOT REQUIRED NOT REQUIRED NOT DEVELOPMENT REQUIRED CIVIL CONSTRUCTION MAY-95 completed JAN-96 MAY-96 AND RENOVATION FEB-96 DELIVERY OF PLANT and OCT-94 completed JAN-96 MAY-96 MACHINERY AT SITE JUL-95 ERECTION AND NOV-94 completed JAN-96 MAY-96 INSTALLATION JUL-95 COMMENCEMENT OF JUL-95 completed JUN-96 JUN-98 TRIAL RUNS AUG-95 COMMERCIAL - completed - JUN-96 PRODUCTION - AUG-95 -------------------------------------------------------------------------

The scheme commenced in October 1994 & commissioned 24,000 TPA of Leaf Springs, 3,600 TPA of Parabolic Springs & 1.200 TPA of Rear Axle Shafts by 31.08.95, as per its original schedule & cost estimates. The balance capacity of Leaf Springs is scheduled to be commissioned by June 1996.

Based on the progress detailed above, the Comp. achieved a higher turnover of Rs.1832.56 Lacs & a profit before tax of Rs.231.91 Lacs during the year ended 31st March, 1995. As on 31st March, 1995 the paid up capital of Comp. stood at Rs.317.42 Lacs & reserves aggregating Rs.551.12 Lacs. The Comp. has issued Bonus Shares in the ratio of 3:5 in October 1995 to the existing shareholders by capitalising a sum of Rs.190.45 Lacs out of its free reserves Share Premium Account. The funds to be raised from the public issue are for proposed expansion project of Rear Axles.

Present business

The Comp. is presently engaged in the manufacture of tapered leaf springs & parabolic springs having an installed capacity of 24,000 tpa & 3600 tpa respectively. The Comp. is also engaged in:

as] manufacture of Anti Roll Bars. The installed capacity is at present 20 tpa.

bs] manufacture of rear Axle Shafts with an installed capacity of 1200 tpa. This capacity is proposed to be augmented to 4.800 tpa by setting up a new plant.

cs] marketing of products being manufactured as also Universal Joint Cross [UJ Crosss], an automotive component.

The existing manufacturing facilities of Comp. for manufacture of Leaf Springs/Parabolic Springs are located at 16, industrial Area, N.I.T., Faridabad 121 001[Haryanas] & the manufacturing facilities for axles are located at 15/7 Mathura Road, Faridabad 121 001 [Haryanas]. The location of proposed expansion project of rear axles will be in Faridabad/Ballabhgarh which is in the vicinity of existing facilities.

The Comp. caters to the requirement of Leaf Springs of Tata Engineering & Locomotive Comp. limited [TELCOs]. Ashok Leyland Ltd., the only two heavy vehicle manufacturers in the Country, & Mahindra & Mahindra Ltd., manufacturer of Jeeps as an OE, API, the predecessor firm of Company, started supplying to TELCO in 1972-73 & to Ashok Leyland limited in 1973-74. The Comp. carries out Job work namely manufacture of Leaf Spring for Ashok Leyland Ltd., one of two Heavy Vehicle manufacturers. Against the Job work carried out by Comp. the Raw material namely Alloy Spring Steel is supplied by Ashok Leyland limited The Job work charges are fixed by negotiations & vary based on the design, weight & the value addition required. The average Job work charges at present are Rs.6,450 per Mt. but are subject to revision based on the rise in manufacturing costs.

The Comp. is also catering to the requirement of tapered leaf springs in the replacement market under the brand name `SIROCCO' since 1954 [through its predecessor firms] & has an all India network of Dealers & Distributors. The Comp. also caters to the requirements of various State Transport Undertakings [STUss] & is a supplier to a number of STUs namely, Haryana Roadways, UP State Road Transport Corporation, Andhra Pradesh State Road Transport Corporation, Delhi Transport Corporation etc.

2002-Auto Pins India Ltd has informed BSE that Mr S S Kaushik, Director has resigned due to his pre occupation effective July 31, 2002.