DRAFT PROSPECTUS

Fixed Price issue

Dated:December 31, 2019
Please read Section 26 of the Companies Act,2013

SM AUTO STAMPING LIMITED

Corporate Identity Number: U27109MH2006PLC163789

Our Company was originally incorporated as “SM Auto Stamping Private Limited” on August 14, 2006 vide Registration no. 163789 (CIN: U27109MH2006PTC163789) under the
provisions of the Companies Act, 1956 with the Registrar of Companies, Mumbai. Further, pursuant to Special Resolution passed by the shareholders at the Extra Ordinary General
Meeting held on December 05, 2019, our company was converted into a Public Limited Company and consequently the name of our Company was changed from “SM Auto
Stamping Private Limited” to “SM Auto Stamping Limited” vide a fresh Certificate of Incorporation dated December 19, 2019 issued by the Registrar of Companies, Mumbai. The
Corporate Identification Number of our Company post conversion is U27109MH2006PLC163789.For further details please refer to chapter titled “History and Certain Corporate
Matters” beginning on page 112 of this Draft Prospectus.

Registered Office: J-41, MIDC, Ambad Nashik-422010, Maharashtra, India

Contact Person: Mrs. Priya Anuj Khadilkar, Company Secretary & Compliance Officer
Tel No: +91-253-6621106/07;E-mail: [email protected] ;Website: www.smautostamping.com
Promoters of Our Company: Mr. Mukund Narayan Kulkarni, Mr. Suresh Gunwant Fegde and Mrs. Alka Mukund Kulkarni
THE ISSUE
INITIAL PUBLIC OFFER OF 38,40,000 EQUITY SHARES OF FACE VALUE OF ` 10/- EACH (THE "EQUITY SHARES") OF SM AUTO STAMPING LIMITED
(“OUR COMPANY” OR “SMASL” OR “THE ISSUER”) AT AN ISSUE PRICE OF ` [●] PER EQUITY SHARE FOR CASH, AGGREGATING UP TO ` [●]
LAKHS(“PUBLIC ISSUE”) OUT OF WHICH [●] EQUITY SHARES OF FACE VALUE OF ` 10 EACH, AT AN ISSUE PRICE OF ` [●] PER EQUITY SHARE
FOR CASH, AGGREGATING ` [●] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE ISSUE (THE "MARKET
MAKER RESERVATION PORTION"). THE PUBLIC ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF [●] EQUITY SHARES OF
FACE VALUE OF ` 10 EACH, AT AN ISSUE PRICE OF ` [●] PER EQUITY SHARE FOR CASH, AGGREGATING UPTO` `[●] LAKHS IS HEREIN AFTER
REFERRED TO AS THE "NET ISSUE". THE PUBLIC ISSUE AND NET ISSUE WILL CONSTITUTE 26.88% AND [●] % RESPECTIVELY OF THE POST-
ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THIS ISSUE IS BEING MADE IN TERMS OF CHAPTER IX OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 (THE “SEBI (ICDR) REGULATIONS”), AS AMENDED. IN TERMS OF RULE 19(2)(b)(i) OF THE
SECURITIES CONTRACTS (REGULATION) RULES, 1957, AS AMENDED, THIS IS AN ISSUE FOR AT LEAST 25% OF THE POST-ISSUE PAID-UP EQUITY
SHARE CAPITAL OF OUR COMPANY. THIS ISSUE IS A FIXED PRICE ISSUE AND ALLOCATION IN THE NET ISSUE TO THE PUBLIC WILL BE MADE
IN TERMS OF REGULATION 253 OF THE SEBI (ICDR) REGULATIONS, AS AMENDED. FOR FURTHER DETAILS, PLEASE REFER "ISSUE PROCEDURE"
ON PAGE 236 OF THIS DRAFT PROSPECTUS.
All potential investors shall participate in the Issue through an Application Supported by Blocked Amount (“ASBA”) process including through UPI mode (as applicable) by
providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention is
invited to “Issue Procedure” on page 236 of this Draft Prospectus. A copy of Prospectus will be delivered to the Registrar of Companies for filing in accordance with Section 26
of the Companies Act, 2013.
ELIGIBLE INVESTORS
For details in relation to Eligible Investors, please refer to section titled “Issue Procedure” beginning on page 236 of this Draft Prospectus.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public Issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is Rs. 10 each and the Issue Price is
[●] times of the face value of the Equity Shares. The Issue Price (determined and justified by our Company in consultation with the Lead Manager as stated in “Basis for Issue
Price” on page 82 should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or
sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in Equity and Equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing
their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must
rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares issued in the Issue have not been recommended or approved by the
Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the Draft Prospectus. Specific attention of the investors is invited to the
section “Risk Factors” beginning on page 24 of this Draft Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to our Company and
the Issue, which is material in the context of the Issue, that the information contained in this Draft Prospectus is true and correct in all material aspects and is not misleading in any
material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Prospectus as a whole
or any of such information or the expression of any such opinions or intentions, misleading in any material respect.
LISTING
The Equity Shares Issued through this Draft Prospectus are proposed to be listed on the SME Platform of BSE in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018
as amended from time to time. Our Company has received an approval letter dated [●] from BSE Limited (“BSE”) for using its name in the Offer Document for listing of our
shares on the SME Platform of BSE. For the purpose of this Issue, the Designated Stock Exchange will be the BSE Limited (“BSE”)
LEAD MANAGERTO THE ISSUE REGISTRAR TO THE ISSUE

HEM SECURITIES LIMITED BIGSHARE SERVICES PRIVATE LIMITED

904,A Wing, Naman Midtown, SenapatiBapat Marg, Address:-1st Floor, Bharat Tin Works Building,
Elphinstone Road, Lower Parel, Mumbai-400013, India Opp. Vasant Oasis, Makwana Road,
Tel. No.: +91- 022- 49060000 Marol, Andheri East, Mumbai - 400059
Fax No.: +91- 022- 22625991 Tel No.:+91-022-62638200
Website: www.hemsecurities.com Fax No.: +91-022-62638299
Email: [email protected] Website:www.bigshareonline.com
Investor Grievance Email: [email protected] Email:[email protected]
Contact Person :Mr. Anil Bhargava Contact Person: Mr. Ashok Shetty
SEBI Regn. No. INM000010981 SEBI Regn. No.: INR000001385

ISSUE PROGRAMME
ISSUE OPENS ON: [●] ISSUE CLOSES ON: [●]
 TABLE OF CONTENTS

SECTION CONTENTS PAGE NO.

I. GENERAL
DEFINITIONS AND ABBREVIATIONS 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA
13
AND CURRENCY OF FINANCIAL PRESENTATION
FORWARD LOOKING STATEMENTS 15
II. SUMMARY OF DRAFT PROSPECTUS 16
III. RISK FACTORS 24
IV. INTRODUCTION
THE ISSUE 42
SUMMARY OF OUR FINANCIALS 43
GENERAL INFORMATION 47
CAPITAL STRUCTURE 55
OBJECTS OF THE ISSUE 77
BASIS FOR ISSUE PRICE 82
STATEMENT OF TAX BENEFITS 85
V. ABOUT THE COMPANY
INDUSTRY OVERVIEW 87
OUR BUSINESS 95
KEY INDUSTRIAL REGULATIONS AND POLICIES 106
HISTORY AND CORPORATE STRUCTURE 112
OUR MANAGEMENT 116
OUR PROMOTERS AND PROMOTER GROUP 127
DIVIDEND POLICY 132
VI. FINANCIAL INFORMATION OF THE COMPANY
RESTATED CONSOLIDATED FINANCIAL STATEMENTS 133
OTHER FINANCIAL INFORMATION 177
PROFORMA FINANCIAL STATEMENTS 178
STATEMENT OF FINANCIAL INDEBTEDNESS 184
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
191
RESULTS OF OPERATIONS
CAPITALISATION STATEMENT 204
VII. LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 205
GOVERNMENT AND OTHER APPROVALS 209
OUR GROUP COMPANY 214
OTHER REGULATORY AND STATUTORY DISCLOSURES 218
VIII. ISSUE RELATED INFORMATION
TERMS OF THE ISSUE 228
ISSUE STRUCTURE 234
ISSUE PROCEDURE 236
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES 256
IX. MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATIONOF OUR COMPANY 259
X. OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 294
DECLARATION 295
SM Auto Stamping Limited

SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall have
the meaning as provided below. References to any legislation, act, regulation, rule, guideline or policy shall be to such legislation,
act, regulation, rule, guideline or policy, as amended, supplemented or re-enacted from time to time, and any reference to a
statutory provision shall include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Draft Prospectus but not defined herein, shall have, to the extent applicable, the meaning
ascribed to such terms under the Companies Act, 2013, the SEBI (ICDR) Regulations, 2018, the Securities Contracts Regulation
Act, 1992(“ SCRA”), the Depositories Act or the rules and regulations made there under.

Notwithstanding the foregoing, terms used in of the sections “Statement of Tax Benefits”, “Financial Information of the
Company” and “Main Provisions of the Articles of Association” on page 85, 133 and 259 respectively, shall have the meaning
ascribed to such terms in such sections.

General Terms

Terms Description
“SMASL”,“the Company”, “our SM Auto Stamping Limited, a Company incorporated in India under the Companies Act, 1956
Company”, “Issuer” and “SM having its registered office at J-41, MIDC, Ambad Nashik-422010, Maharashtra, India.
Auto Stamping Limited”
“we”, “us” and “our” Unless the context otherwise indicates or implies refers to our Company.
“you”, “your” or “yours” Prospective investors in this Issue

Company related and Conventional terms

Term Description
AOA / Articles / Articles of Articles of Association of SM Auto Stamping Limited as amended from time to time.
Association
Audit Committee The Committee of the Board of Directors constituted as the Company’s Audit Committee in
accordance with Section 177 of the Companies Act, 2013 as described in the chapter titled
"Our Management" beginning on page 116 of this Draft Prospectus
Auditors/ Statutory Auditors The Statutory Auditors of our Company being M/s Milind M. Kulkarni And Associates.
Chartered Accountants (Firm Registration No. 126975W)
Associate Companies A body corporate in which our company has a significant influence and includes a joint venture
company. In our case being, SM Autovision Private Limited.
Bankers to our Company TJSB Sahakari Bank Limited.
Board of Directors / the Board / The Board of Directors of our Company, including all duly constituted Committees thereof.
our Board For further details of our Directors, please refer to section titled "Our Management"
beginning on page 116 of this Draft Prospectus.
Chief Financial Officer/ CFO The Chief Financial Officer of our Company being Mr. Suresh Govind Jagdale.
CIN Corporate Identification Number
Companies Act / Act The Companies Act, 2013 and amendments thereto.
Company Secretary and The Company Secretary & Compliance Officer of our Company being Mrs. Priya Anuj
Compliance Officer Khadilkar (Membership No. A59078)
Depositories National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL).
Depositories Act The Depositories Act, 1996, as amended from time to time.
DIN Directors Identification Number.
Director(s) / our Directors The Director(s) of our Company, unless otherwise specified.
DP/ Depository Participant A depository participant as defined under the Depositories Act
DP ID Depository’s Participant’s Identity Number
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SM Auto Stamping Limited

Equity Shareholders/ Persons/ Entities holding Equity Shares of our Company.

Shareholders
Equity Shares Equity Shares of the Company of Face Value of ₹ 10/- each unless otherwise specified in the
context thereof.
Executive Directors Executive Directors are the Managing Director & Whole-time Directors of our Company.
Fugitive economic offender Shall mean an individual who is declared a fugitive economic offender under section 12 of the
Fugitive Economic Offenders Act, 2018 (17 of 2018)
GIR Number General Index Registry Number.
Group Companies Such Companies as are included in the Chapter titled “Our Group Company” beginning on
page 214 of this Draft Prospectus.
HNI High Net worth Individual
HUF Hindu Undivided Family
IBC The Insolvency and Bankruptcy Code, 2016
Independent Director An Independent Director as defined under Section 2(47) of the Companies Act, 2013 and as
defined under the Listing Regulations. For details of our Independent Directors, see “Our
Management” on page 116 of this Draft Prospectus.
Indian GAAP Generally Accepted Accounting Principles in India.
ISIN International Securities Identification Number. In this case being [●]
IT Act The Income Tax Act,1961 as amended till date.
JV/ Joint Venture A commercial enterprise undertaken jointly by two or more parties which otherwise retain their
distinct identities.
Key Management Personnel/ Key Management Personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
KMP Regulations and the Companies Act, 2013. For details, see section titled “Our Management”
on page 116 of this Draft Prospectus.
LLP Limited Liability Partnership
Materiality Policy The policy on identification of group companies, material creditors and material litigation,
adopted by our Board on December 20, 2019 in accordance with the requirements of the SEBI
(ICDR) Regulations, 2018 as amended from time to time.
MOA / Memorandum / Memorandum of Association of SM Auto Stamping Limitedas amended from time to time.
Memorandum of Association
MD or Managing Director The Managing Director of our Company, Mr. Mukund Narayan Kulkarni
Nomination and Remuneration The nomination and remuneration committee of our Board constituted in accordance with
Committee Section 178 of the Companies Act, 2013 as described in the chapter titled "Our Management"
beginning on page 116 of this Draft Prospectus
Non-Executive Director A Director not being an Executive Director.
NRIs / Non-Resident Indians A person resident outside India, as defined under Foreign Exchange Management Act , 1999
and who is a citizen of India or a Person of Indian Origin under Foreign Exchange
Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations,
2000.
Promoter(s) Shall mean promoters of our Company i.e. Mr. Mukund Narayan Kulkarni, Mr. Suresh
GunwantFegde and Mrs. AlkaMukundKulkarni. For further details, please refer to section
titled"Our Promoters & Promoter Group"beginning on page 127 of this Draft Prospectus.
Promoter Group Includes such Persons and companies constituting our promoter group covered under
Regulation 2(1) (pp) of the SEBI (ICDR) Regulations, 2018 as enlisted in the section “Our
Promoters and Promoter Group” beginning on page 127 of this Draft Prospectus.
Person or Persons Any individual, sole proprietorship, unincorporated association, unincorporated organization,
body corporate, corporation, company, partnership, limited liability company, joint venture, or
trust or any other entity or organization validly constituted and/or incorporated in the
jurisdiction in which it exists and operates, as the context requires.
Proforma Financial Statements Proforma financial statements of our Company as at and for the year ended March 31, 2019
and as at and for the three months period ended June 30, 2019, prepared to reflect the impact of
a material divestment made by us in our erstwhile Subsidiary Company, SM Autovision

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SM Auto Stamping Limited

Private Limited, which was made after the date of latest restated financial statements i.e. after
June 30, 2019. The Proforma financial statements reflect the results of operations as if such
divestment was made on March 31, 2018. For further details, please refer to section titled
"Financial Information" beginning on page 133 of this Draft Prospectus.
RBI Act The Reserve Bank of India Act, 1934 as amended from time to time.
Registered Office of our The Registered Office of our Company situated at J-41, MIDC, Ambad Nashik-422010,
Company Maharashtra, India.
Reserve Bank of India / RBI Reserve Bank of India constituted under the RBI Act.
Restated Financial Statements The Restated Financial statements of our Company, which comprises the restated consolidated
statement of Assets and Liabilities as at June 30, 2019, March 31 2019, 2018 and 2017 and the
restated consolidated statements of profit and loss and the restated consolidated cash flows for
the period ended June 30, 2019, March 31, 2019, 2018 and 2017 of our Company prepared in
accordance with Indian GAAP and the Companies Act and restated in accordance with the
SEBI (ICDR) Regulations, 2018 and the Revised Guidance Note on Reports in Company
Prospectuses (Revised 2019) issued by the ICAI, together with the schedules, notes and
annexure thereto
RoC/ Registrar of Companies Registrar of Companies, Mumbai.
SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992.
SEBI (ICDR) Regulations /ICDR SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 issued by SEBI on
Regulation/ Regulation September 11, 2018, as amended, including instructions and clarifications issued by SEBI from
time to time.
SEBI (Venture Capital) Securities Exchange Board of India (Venture Capital) Regulations, 1996 as amended from time
Regulations to time.
SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time.
SEBI Insider Trading Regulations The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
as amended, including instructions and clarifications issued by SEBI from time to time.
SEBI Listing Regulations, The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)
2015/SEBI Listing Regulations, 2015 as amended, including instructions and clarifications issued by SEBI from
Regulations/Listing time to time.
Regulations/SEBI (LODR)
SEBI Takeover Regulations or Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover)
SEBI (SAST) Regulations Regulations, 2011, as amended from time to time.
Stakeholders’ Relationship Stakeholders’ relationship committee of our Company constituted in accordance with Section
Committee 178 of the Companies Act, 2013 and as described in the chapter titled "Our Management"
beginning on page 116 of this Draft Prospectus
Stock Exchange Unless the context requires otherwise, refers to, BSE Limited
Sub- Account Sub- accounts registered with SEBI under the Securities and Exchange Board of India (Foreign
Institutional Investor) Regulations, 1995, other than sub-accounts which are foreign corporate
or foreign individuals.
Subscriber to MOA Initial Subscribers to MOA & AOA being Mr. Suresh GunwantFegde and Mr. Mukund
Narayan Kulkarni

Issue Related Terms

Terms Description
Acknowledgement Slip The slip or document issued by the Designated Intermediary to an applicant as proof of
registration of the Application.
Allocation/ Allocation of The Allocation of Equity Shares of our Company pursuant to Fresh Issue of Equity Shares to
Equity Shares the successful Applicants.
Allotment/Allot/Allotted Unless the context otherwise requires, means the allotment of Equity Shares, pursuant to the
Issue to the successful applicants.
Allotment Advice Note or advice or intimation of Allotment sent to the Applicants who have been allotted Equity
Shares after the Basis of Allotment has been approved by the Designated Stock Exchanges
Allottee (s) A successful applicant to whom the Equity Shares are allotted.
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SM Auto Stamping Limited

Applicant/ Investor Any prospective investor who makes an application pursuant to the terms of the Draft
Prospectus and the Application form.
Application Amount The amount at which the Applicant makes an application for the Equity Shares of our Company
in terms of Draft Prospectus.
Application Form The form, whether physical or electronic, used by an Applicant to make an application, which
will be considered as the application for Allotment for purposes of this Draft Prospectus.
Application Supported by Block An application, whether physical or electronic, used by all applicants to make an application
Amount (ASBA) authorizing a SCSB to block the application amount in the ASBA Account maintained with the
SCSB.
Pursuant to SEBI Circular dated November 10, 2015 and bearing Reference No.
CIR/CFD/POLICYCELL/11/2015 which shall be applicable for all public issues opening on or
after January 01, 2016, all the investors shall apply through ASBA process only.
ASBA Account Account maintained by the ASBA Investor with an SCSB which will be blocked by such SCSB
to the extent of the Application Amount of the ASBA Investor.
Bankers to the Issue/ Public Banks which are clearing members and registered with SEBI as Bankers to an Issue and with
Issue Bank/ Sponsor Bank whom the Public Issue Account will be opened, in this case being [●]
Banker to the Issue Agreement Agreement dated [●] entered into amongst the Company, Lead Manager, the Registrar, Sponsor
Bank and the Banker to the Issue.
Basis of Allotment The basis on which the Equity Shares will be Allotted to successful applicants under the issue
and which is described in the chapter titled “Issue Procedure” beginning on page 236 of this
Draft Prospectus.
Broker Centers Broker centres notified by the Stock Exchanges, where the investors can submit the Application
Forms to a Registered Broker. The details of such Broker Centers, along with the names and
contact details of the Registered Brokers are available on the websites of the Stock Exchange.
Business Day Monday to Friday (except public holidays).
CAN or Confirmation of The Note or advice or intimation sent to each successful Applicant indicating the Equity which
Allocation Note will be allotted, after approval of Basis of Allotment by the designated Stock Exchange.
Client Id Client Identification Number maintained with one of the Depositories in relation to Demat
account
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with SEBI and
Participants or CDPs who is eligible to procure Applications at the Designated CDP Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Controlling Branches of the Such branches of the SCSBs which coordinate with the LM, the Registrar to the Issue and the
SCSBs Stock Exchange.
Demographic Details The demographic details of the applicants such as their Address, PAN, name of the applicants
father/husband, investor status, Occupation and Bank Account details.
Depository / Depositories A depository registered with SEBI under the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 1996 as amended from time to time, being NSDL
and CDSL.
Depository Participant A Depository Participant as defined under the Depositories Act, 1996.
Designated Date On the Designated Date, the amounts blocked by SCSBs are transferred from the ASBA
Accounts to the Public Issue Account and/ or unblocked in terms of the Draft Prospectus
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Application Form from the
Applicant and a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. Recognized-
Intermediaries or at such other website as may be prescribed by SEBI from time to time
Designated CDP Locations Such locations of the CDPs where Applicant can submit the Application Forms to Collecting
Depository Participants.
The details of such Designated CDP Locations, along with names and contact details of the
Collecting Depository Participants eligible to accept Application Forms are available on the
website of the Stock Exchange i.e. www.bseindia.com
Designated RTA Locations Such locations of the RTAs where Applicant can submit the Application Forms to RTAs.
The details of such Designated RTA Locations, along with names and contact details of the
RTAs eligible to accept Application Forms are available on the websites of the Stock Exchange
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SM Auto Stamping Limited

i.e. www.bseindia.com
Designated An SCSB’s with whom the bank account to be blocked, is maintained, a syndicate member (or
Intermediaries/Collecting Agent sub-syndicate member), a Stock Broker registered with recognized Stock Exchange, a
Depositary Participant, a registrar to an issue and share transfer agent (RTA) (whose names is
mentioned on website of the stock exchange as eligible for this activity)
Designated Market Maker [●]
Designated Stock Exchange BSE Limited (SME Exchange) (“BSE SME”)
DP ID Depository Participant’s Identity Number
Draft Prospectus Draft Prospectus dated December 31, 2019 issued in accordance with Section 26 of the
Companies Act, 2013.
Eligible NRI A Non Resident Indian in a jurisdiction outside India where it is not unlawful to make an offer
or invitation under the Issue and in relation to whom this Draft Prospectus will constitute an
invitation to subscribe for the Equity Shares.
Equity Shares Equity Shares of our Company of face value `10.00 each
Electronic Transfer of Funds Refunds through NACH, NEFT, Direct Credit or RTGS as applicable.
Eligible QFIs QFIs from such jurisdictions outside India where it is not unlawful to make an issue or
invitation under the Issue and in relation to whom the Prospectus constitutes an invitation to
purchase the Equity shares issued thereby and who have opened Demat accounts with SEBI
registered qualified depositary participants.
FII/ Foreign Institutional Foreign Institutional Investor as defined under SEBI (Foreign Institutional Investors)
Investors Regulations, 1995, as amended) registered with SEBI under applicable laws in India.
First/ Sole Applicant The Applicant whose name appears first in the Application Form or Revision Form.
Foreign Venture Capital Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Venture
Investors Capital Investor) Regulations, 2000.
FPI / Foreign Portfolio A Foreign Portfolio Investor who has been registered pursuant to the of Securities and
Investor Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, provided that any FII
or QFI who holds a valid certificate of registration shall be deemed to be a foreign portfolio
investor till the expiry of the block of three years for which fees have been paid as per the SEBI
(Foreign Institutional Investors) Regulations, 1995, as amended
General Corporate Purposes Include such identified purposes for which no specific amount is allocated or any amount so
specified towards general corporate purpose or any such purpose by whatever name called, in
the offer document. Provided that any issue related expenses shall not be considered as a part of
general corporate purpose merely because no specific amount has been allocated for such
expenses in the offer document.
General Information Document The General Information Document for investing in public issues prepared and issued in
(GID) accordance with the circulars (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by
SEBI and updated pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated November
10, 2015 and (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 notified by the
SEBI.
Issue Agreement The Agreement dated December 23, 2019 between our Company and Lead Manager, Hem
Securities Limited.
Issue/Public Issue/Issue The Public Issue of 38,40,000 Equity shares of `10/- each at issue price of ` [●]/- per Equity
size/Initial Public Issue/Initial share, including a premium of ` [●]/- per equity share aggregating to ` [●] lakhs
Public Offering/ IPO
Issue Closing Date The date after which the Lead Manager, Designated Branches of SCSBs and Registered Brokers
will not accept any Application for this Issue, which shall be notified in a English national
newspaper, Hindi national newspaper and a regional newspaper each with wide circulation as
required under the SEBI (ICDR) Regulations, 2018. In this case being [●]
Issue Opening Date The date on which the Lead Manager, Designated Branches of SCSBs and Registered Brokers
shall start accepting Application for this Issue, which shall be the date notified in an English
national newspaper, Hindi national newspaper and a regional newspaper each with wide
circulation as required under the SEBI (ICDR) Regulations, 2018. In this case being [●]
Issue Period The period between the Issue Opening Date and the Issue Closing Date inclusive of both days
and during which prospective Applicants can submit their Applications.
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SM Auto Stamping Limited

Issue Price The Price at which the Equity Shares are being issued by our Company under this Draft
Prospectus being Rs. [●] per Equity share.
Issue Proceeds Proceeds to be raised by our Company through this Issue, for further details please refer chapter
titled “Objects of the Issue” beginning on page 77 of this Draft Prospectus
Listing Agreement The Equity Listing Agreement to be signed between our Company and the Stock Exchange.
LM/Lead Manager Lead Manager to the Issue, in this case being Hem Securities Limited (HSL).
Lot Size [●]
Mandate Request Mandate Request means a request initiated on the RII by sponsor bank to authorize blocking of
funds equivalent to the application amount and subsequent debit to funds in case of allotment.
Market Maker Member Brokers of BSE who are specifically registered as Market Makers with the BSE SME
Platform. In our case, [●] is the sole Market Marker
Market Making Agreement The Market Making Agreement dated [●] between our Company, Lead Manager and Market
Maker, [●]
Market Maker Reservation The reserved portion of [●] Equity Shares of `10each at an Issue price of `[●] each is
Portion aggregating to`[●] Lakhs to be subscribed by Market Maker in this issue.
Mutual Funds A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as
amended from time to time
Net Issue The Issue (excluding the Market Maker Reservation Portion) of [●] equity Shares of `10/- each
at a price of `[●] per Equity Share (the “Issue Price”), including a share premium of `[●] per
equity share aggregating to `[●] Lacs.
Net Proceeds The Issue Proceeds received from the fresh Issue excluding Issue related expenses. For further
information on the use of Issue Proceeds and Issue expenses, please refer to the section titled
“Objects of the Issue” beginning on page 77 of this Draft Prospectus.
Non-Institutional Investors Investors other than Retail Individual Investors, NRIs and QIBs who apply for the Equity
Shares of a value of more than ` 2,00,000/-
Other Investor Investors other than Retail Individual Investors. These include individual applicants other than
retail individual investors and other investors including corporate bodies or institutions
irrespective of the number of specified securities applied for.
Overseas Corporate Body/ OCB Overseas Corporate Body means and includes an entity defined in clause (xi) of Regulation 2 of
the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate
Bodies (OCB’s) Regulations 2003 and which was in existence on the date of the
commencement of these Regulations and immediately prior to such commencement was
eligible to undertake transactions pursuant to the general permission granted under the
Regulations. OCBs are not allowed to invest in this Issue.
Prospectus The Prospectus, to be filed with the RoC in accordance with the provisions of Section 26 of the
Companies Act, 2013, containing, inter alia, the Issue Price will be determined before filing the
Prospectus with RoC
Public Issue Account Account to be opened with the Bankers to the Issue to receive monies from the SCSBs from the
bank account of the Applicant, on the Designated Date.
Qualified Institutional Buyers/ A Mutual Fund, Venture Capital Fund and Foreign Venture Capital Investor registered with the
QIBs SEBI, a foreign institutional investor and sub-account (other than a sub-account which is a
foreign corporate or foreign individual), registered with SEBI; a public financial institution as
defined in Section 2(72) of the Companies Act, 2013; a scheduled commercial bank; a
multilateral and bilateral development financial institution; a state industrial development
corporation; an insurance company registered with the Insurance Regulatory and Development
Authority; a provident fund with minimum corpus of ` 25.00 Crore; a pension fund with
minimum corpus of ` 25.00 Crore; National Investment Fund set up by resolution No. F. No.
2/3/2005 – DDII dated November 23, 2005 of the Government of India published in the Gazette
of India, insurance funds set up and managed by army, navy or air force of the Union of India
and insurance funds set up and managed by the Department of Posts, India and systemically
important non-banking financial companies.
Registrar/ Registrar to the Issue/ Registrar to the Issue being Bigshare Services Private Limited.
RTA/ RTI
Registrar Agreement The agreement dated December 23, 2019 entered into between our Company and the Registrar
6
SM Auto Stamping Limited

to the Issue in relation to the responsibilities and obligations of the Registrar to the Issue
pertaining to the Issue.
Registered Broker Individuals or companies registered with SEBI as “Trading Members”(except Syndicate/Sub-
Syndicate Members) who hold valid membership either BSEhaving right to trade in stocks
listed on Stock Exchanges, through which investors can buy or sell securities listed on stock
exchanges, a list of which is available on the website of the Stock Exchange.
Regulations SEBI (Issue of Capital And Disclosure Requirements) Regulations, 2018as amended from time
to time.
Reserved Category/ Categories Categories of persons eligible for making application under reservation portion.
Reservation Portion The portion of the Issue reserved for category of eligible Applicants as provided under the
SEBI (ICDR) Regulations, 2018.
Retail Individual Investors Individual investors (including HUFs, in the name of Karta and Eligible NRIs) who apply for
the Equity Shares of a value of not more than ₹ 2,00,000.
Revision Form The form used by the Applicants to modify the quantity of Equity Shares or the Application
Amount in any of their Applications or any previous Revision Form(s).
Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Applications at
Agents or RTAs the Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015
DATED November 10, 2015 issued by SEBI.
SEBI SAST / SEBI (SAST) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended
Regulations
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Self-Certified Syndicate Bank(s) Banks which are registered with SEBI under the Securities and Exchange Board of India
/ SCSB(s) (Bankers to an Issue) Regulations, 1994 and offer services of ASBA, including blocking of
bank account, a list of which is available
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
SME Exchange SME Platform of the BSE i.e. BSE SME.
SEBI(PFUTP) SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Markets)
Regulations/PFUTP Regulations Regulations, 2003
Specified Securities Equity shares offered through this Draft Prospectus.
Transaction Registration Slip/ The slip or document issued by the member of the Syndicate or SCSB (only on demand) as the
TRS case may be, to the Applicant as proof of registration of the Application.
Underwriter The LM who has underwritten this Issue pursuant to the provisions of the SEBI (ICDR)
Regulations, 2018 and the Securities and Exchange Board of India (Underwriters) Regulations,
1993, as amended from time to time.
Underwriting Agreement The Agreement [●] entered between the Underwriter, LM and our Company.
UPI UPI is an instant payment system developed by the NCPI, it enables merging several banking
features, seamless fund routing & merchant payment into one hood. UPI allow instant transfer
of money between any two bank accounts using a payment address which uniquely identifies a
person’s bank account
UPI ID ID created on Unified Payment Interface (UPI) for single window mobile payment system
developed by the National Payment Corporation of India (NPCI)
UPI Mandate Request/ Mandate A request (intimating the RII by way of notification on the UPI application and by way of a
Request SMS directing the RII to such UPI application) to the RII by sponsor bank to authorize blocking
of funds equivalent to the application amount and subsequent debit to funds in case of
allotment.
UPI PIN Password to authenticate UPI transaction
U.S. Securities Act U.S. Securities Act of 1933, as amended
Venture Capital Fund Foreign Venture Capital Funds (as defined under the Securities and Exchange Board of India
(Venture Capital Funds) Regulations, 1996) registered with SEBI under applicable laws in
India.
Working Day In accordance with Regulation 2(1)(mmm) of SEBI (ICDR) Regulations, 2018,working days
means, all days on which commercial banks in Mumbai are open for business. However, in
respect of–
7
SM Auto Stamping Limited

(a) announcement of Price Band; and

(b) Issue period, working days shall mean all days, excluding Saturdays, Sundays and public
holidays, on which commercial banks in Mumbai are open for business;
(c) the time period between the Issue Closing Date and the listing of the Equity Shares on the
Stock Exchange, working day shall mean all trading days of the Stock Exchange, excluding
Sundays and bank holidays, as per circulars issued by SEBI.

Technical and Industry Related Terms

Term Description
ACMA Automotive Component Manufacturer Association of India
AL Aluminium Alloys
AMP Automotive Mission Plan
BD Bills Discounting
CNC Computerized Numerical Control
CR Cold roller
CU Copper based alloys
CV Commercial Vehicle
D.G. Sets Diesel Generator sets
DESA United Nations Department of Economic and Social Affairs
EDD Extra deep draw
GTA Goods Transport Agency
HCV Heavy Commercial Vehicle
HR Hard Roller
HRPO Hot Rolled Pickled and Oiled
IEA International Entergy Agency
LCV Light Commercial Vehicle
MIDC Maharashtra Industrial Development Corporation Ltd.
MRP Maximum Retail Price
MSEB Maharashtra State Electricity Board
Mt/MT Metric Tonne
P&M Plant and Machinery
PV Passenger Vehicles
R&D Research and Development
SIAM Society of Indian Automobile Manufactures
Sq. Ft. Square Feet
U.S. Unites States of America
UN United Nations

Abbreviations

Abbreviation Full Form

₹ / ₹/ Rupees/ INR Indian Rupees
AS / Accounting Standard Accounting Standards as issued by the Institute of Chartered Accountants of
India
A/c Account
ACS Associate Company Secretary
AGM Annual General Meeting
ASBA Applications Supported by Blocked Amount
AMT Amount
AIF Alternative Investment Funds registered under the Securities and Exchange
Board of India (Alternative Investment Funds) Regulations, 2012, as amended.

8
SM Auto Stamping Limited

AY Assessment Year
AOA Articles of Association
Approx Approximately
B. A Bachelor of Arts
B. Com Bachelor of Commerce
B. E Bachelor of Engineering
B. Sc Bachelor of Science
B. Tech Bachelor of Technology
Bn Billion
BG/LC Bank Guarantee / Letter of Credit
BIFR Board for Industrial and Financial Reconstruction
BSE BSE Limited (formerly known as Bombay Stock Exchange Limited)
CDSL Central Depository Services (India) Limited
CAGR Compounded Annual Growth Rate
CAN Confirmation of Allocation Note
Companies Act, 2013 Companies Act, 2013 to the extent in force pursuant to the notification of
sections of the Companies Act, along with the relevant rules made thereunder as
amended.
Companies Act, 1956 Companies Act, 1956 (without reference to the provisions that have ceased
upon notification of the Companies Act) along with the relevant rules made
thereunder
CA Chartered Accountant
CAD Canadian Dollar
CAIIB Certified Associate of Indian Institute of Bankers
CB Controlling Branch
CC Cash Credit
CIN Corporate Identification Number
CIT Commissioner of Income Tax
CS Company Secretary
CS & CO Company Secretary & Compliance Officer
CFO Chief Financial Officer
CSR Corporate Social Responsibility
C.P.C. Code of Civil Procedure, 1908
CENVAT Central Value Added Tax
CST Central Sales Tax
CWA/ICWA Cost and Works Accountant
CMD Chairman and Managing Director
DIN Director Identification Number
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce,
Government of India
DP Depository Participant
DP ID Depository Participant’s Identification Number
EBITDA Earnings Before Interest, Taxes, Depreciation & Amortization
ECS Electronic Clearing System
ESIC Employee’s State Insurance Corporation
EPFA Employee’s Provident Funds and Miscellaneous Provisions Act,1952
EMI Equated Monthly Installment
EPS Earnings Per Share
EGM /EOGM Extraordinary General Meeting
ESOP Employee Stock Option Plan
EXIM/ EXIM Policy Export – Import Policy

9
SM Auto Stamping Limited

FCNR Account Foreign Currency Non Resident Account

FIPB Foreign Investment Promotion Board
FY / Fiscal/Financial Year Period of twelve months ended March 31 of that particular year, unless
otherwise stated
FEMA Foreign Exchange Management Act, 1999 as amended from time to time, and
the regulations framed there under.
FCNR Account Foreign Currency Non Resident Account
FBT Fringe Benefit Tax
FDI Foreign Direct Investment
FIs Financial Institutions
FIIs Foreign Institutional Investors (as defined under Foreign Exchange
Management (Transfer or Issue of Security by a Person Resident outside India)
Regulations, 2000) registered with SEBI under applicable laws in India
FPIs “Foreign Portfolio Investor” means a person who satisfies the eligibility
criteria prescribed under regulation 4 and has been registered under Chapter II
of Securities And Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014, which shall be deemed to be an intermediary in terms of the
provisions of the SEBI Act, 1992.
FTA Foreign Trade Agreement.
FVCI Foreign Venture Capital Investors registered with SEBI under the Securities and
Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000.
FV Face Value
GoI/Government Government of India
GDP Gross Domestic Product
GST Goods and Services Tax
GVA Gross Value Added
HUF Hindu Undivided Family
HNI High Net Worth Individual
HSL Hem Securities Limited
IBC The Insolvency and Bankruptcy Code, 2016
ICAI The Institute of Chartered Accountants of India
ISIN International Securities Identification Number
IST Indian Standard Time
ICWAI The Institute of Cost Accountants of India
IMF International Monetary Fund
IIP Index of Industrial Production
IPO Initial Public Offer
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
INR / ₹/ Rupees Indian Rupees, the legal currency of the Republic of India
I.T. Act Income Tax Act, 1961, as amended from time to time
IT Authorities Income Tax Authorities
IT Rules Income Tax Rules, 1962, as amended, except as stated otherwise
Indian GAAP Generally Accepted Accounting Principles in India
Ind AS Indian Accounting Standards as referred to in and notified by the Ind AS Rules
Ind AS Rules The Companies (Indian Accounting Standard) Rules, 2015
IRDA Insurance Regulatory and Development Authority
KMP Key Managerial Personnel
LM Lead Manager
LLB Bachelor of Law
Ltd. Limited
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SM Auto Stamping Limited

LLP Limited Liability Partnership

MAT Minimum Alternate Tax
MoF Ministry of Finance, Government of India
MoU Memorandum of Understanding
M. A Master of Arts
MCA Ministry of Corporate Affairs, Government of India
M. B. A Master of Business Administration
MAT Minimum Alternate Tax
M. Com Master of Commerce
Mn Million
M. E Master of Engineering
M. Tech Masters of Technology
Merchant Banker Merchant Banker as defined under the Securities and Exchange Board of India
(Merchant Bankers) Regulations, 1992
MSME Micro, Small and Medium Enterprises
MAPIN Market Participants and Investors Database
NA Not Applicable
NCLT National Company Law Tribunal
Networth The aggregate of paid up Share Capital and Share Premium account and
Reserves and Surplus(Excluding revaluation reserves) as reduced by aggregate
of Miscellaneous Expenditure(to the extent not written off) and debit balance of
Profit & Loss Account
NEFT National Electronic Funds Transfer
NECS National Electronic Clearing System
NAV Net Asset Value
NCT National Capital Territory
NPV Net Present Value
NRIs Non Resident Indians
NRE Account Non Resident External Account
NRO Account Non Resident Ordinary Account
NSE National Stock Exchange of India Limited
NOC No Objection Certificate
NSDL National Securities Depository Limited
OCB Overseas Corporate Bodies
P.A. Per Annum
PF Provident Fund
PG Post Graduate
PGDBA Post Graduate Diploma in Business Administration
PLR Prime Lending Rate
PAC Persons Acting in Concert
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
P.O. Purchase Order
PBT Profit Before Tax
PLI Postal Life Insurance
POA Power of Attorney
PSU Public Sector Undertaking(s)
Pvt. Private
Q.C. Quality Control
RoC Registrar of Companies
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SM Auto Stamping Limited

RBI The Reserve Bank of India

Registration Act Registration Act, 1908
ROE Return on Equity
R&D Research & Development
Rs. or ` Rupees, the official currency of the Republic of India
RONW Return on Net Worth
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time
SME Small and Medium Enterprises
SCSB Self-Certified syndicate Banks
SEBI Securities and Exchange Board of India
STT Securities Transaction Tax
Sec. Section
SPV Special Purpose Vehicle
TAN Tax Deduction Account Number
TRS Transaction Registration Slip
TIN Taxpayers Identification Number
UIN Unique identification number
US/United States United States of America
USD/ US$/ $ United States Dollar, the official currency of the Unites States of America
U.S. GAAP Generally Accepted Accounting Principles in the United States of America
VAT Value Added Tax
VCF / Venture Capital Fund Venture Capital Funds (as defined under the Securities and Exchange Board of
India (Venture Capital Funds) Regulations, 1996) registered with SEBI under
applicable laws in India.
Wilful Defaulter(s) Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI (ICDR)
Regulations, 2018.
WDV Written Down Value
WTD Whole Time Director
w.e.f. With effect from
-, () Represent Outflow

The words and expressions used but not defined in this Draft Prospectus will have the same meaning as assigned to such terms
under the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 (the “SEBI Act”), the SCRA, SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018 the Depositories Act and the rules and regulations made thereunder.

Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Tax Benefits”, “Industry
Overview”, “Regulations and Policies in India”, “Financial Information of the Company”, “Outstanding Litigations and
Material Developments” and “Issue Procedure”, will have the meaning ascribed to such terms in these respective sections.

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SM Auto Stamping Limited

CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF
FINANCIAL PRESENTATION

Certain Conventions

All references in the Draft Prospectus to “India” are to the Republic of India. All references in the Draft Prospectusto the “U.S.”,
“USA” or “United States” are to the United States of America.

In this Draft Prospectus, unless the context otherwise requires, all references to one gender also refers to another gender and the
word “Lac / Lakh” means “one hundred thousand”, the word “million (mn)” means “Ten Lac / Lakh”, the word “Crore” means “ten
million” and the word “billion (bn)” means “one hundred crore”. In this Draft Prospectus, any discrepancies in any table between
total and the sum of the amounts listed are due to rounding-off.

Use of Financial Data

Unless stated otherwise, throughout this Draft Prospectus, all figures have been expressed in Rupees and Lakh. Unless stated
otherwise, the financial data in the Draft Prospectusis derived from our restated consolidated financial statements prepared for the
period ended 30th June 2019 and financial year ended 31st March 2019, 2018 and 2017in accordance with Indian GAAP, the
Companies Act and SEBI (ICDR) Regulations, 2018 included under Section titled “Financial Information of the Company”
beginning on page 133 of this Draft Prospectus. In addition, the Proforma Financial Statements, as required under the SEBI ICDR
Regulations in relation to the divestment of our erstwhile Subsidiary, SM Autovision Private Limited, in which we made divestment
with effect from November 27, 2019 is included in this Draft Prospectus.

There are significant differences between Indian GAAP, the International Financial Reporting Standards (“IFRS”) and the Generally
Accepted Accounting Principles in the United States of America (“U.S. GAAP”). Accordingly, the degree to which the Indian
GAAP financial statements included in this Draft Prospectus will provide meaningful information is entirely dependent on the
reader’s level of familiarity with Indian accounting practice and Indian GAAP. Any reliance by persons not familiar with Indian
accounting practices on the financial disclosures presented in this Draft Prospectus should accordingly be limited. We have not
attempted to explain those differences or quantify their impact on the financial data included herein, and we urge you to consult
your own advisors regarding such differences and their impact on our financial data.

Any percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and elsewhere in the Draft Prospectus unless otherwise indicated, have been calculated on
the basis of the Company‘s restated financial statements prepared in accordance with the applicable provisions of the Companies
Act, Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, 2018, as stated in the report of our Peer Review
Auditor, set out in section titled “Financial Information of the Company” beginning on page 133 of this Draft Prospectus. There
are no subsidiaries of our Company as on date of the Draft Prospectus. Our fiscal year commences on April 1 of every year and ends
on March 31st of every next year.

For additional definitions used in this Draft Prospectus, see the section “Definitions and Abbreviations” on page 1 of this Draft
Prospectus. In the section titled “Main Provisions of the Articles of Association”, on page 259 of the Draft Prospectus defined
terms have the meaning given to such terms in the Articles of Association of our Company.

Use of Industry & Market Data

Unless stated otherwise, industry and market data and forecast used throughout the Draft Prospectus was obtained from internal
Company reports, data, websites, Industry publications report as well as Government Publications. Industry publication data and
website data generally state that the information contained therein has been obtained from sources believed to be reliable, but that
their accuracy and completeness and underlying assumptions are not guaranteed and their reliability cannot be assured.

Although, we believe industry and market data used in the Draft Prospectus is reliable, it has not been independently verified by us
or the LM or any of their affiliates or advisors. Similarly, internal Company reports and data, while believed by us to be reliable,
have not been verified by any independent source. There are no standard data gathering methodologies in the industry in which we
conduct our business and methodologies and assumptions may vary widely among different market and industry sources.

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SM Auto Stamping Limited

In accordance with the SEBI (ICDR) Regulations, 2018 the section titled “Basis for Issue Price” on page 82 of the Draft
Prospectus includes information relating to our peer group companies. Such information has been derived from publicly available
sources, and neither we, nor the LM, have independently verified such information.

Currency of Financial Presentation

All references to “Rupees” or “INR” or “`” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. Except
where specified, including in the section titled “Industry Overview” throughout the Draft Prospectus all figures have been expressed
in Lakhs.

Any percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management's Discussion and Analysis of Financial
Conditions and Results of Operations” on page 24, 95 and 191 of this Draft Prospectus, unless otherwise indicated, have been
calculated based on our restated respectively financial statement prepared in accordance with Indian GAAP.

The Draft Prospectus contains conversion of certain US Dollar and other currency amounts into Indian Rupees that have been
presented solely to comply with the requirements of the SEBI (ICDR) Regulations, 2018. These conversions should not be
construed as a representation that those US Dollar or other currency amounts could have been, or can be converted into Indian
Rupees, at any particular rate.

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SM Auto Stamping Limited

FORWARD LOOKING STATEMENTS

This Draft Prospectus includes certain “forward-looking statements”. We have included statements in the Draft Prospectus which
contain words or phrases such as “will”, “aim”, “is likely to result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”,
“intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions
or variations of such expressions, that are “forward-looking statements”. Also, statements which describe our strategies, objectives,
plans or goals are also forward looking statements.

All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ
materially from those contemplated by the relevant forward-looking statement. Forward-looking statements reflect our current
views with respect to future events and are not a guarantee of future performance. These statements are based on our management’s
beliefs and assumptions, which in turn are based on currently available information. Although we believe the assumptions upon
which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the
forward-looking statements based on these assumptions could be incorrect. Important factors that could cause actual results to differ
materially from our expectations include but are not limited to:

1. General economic and business conditions in the markets in which we operate and in the local, regional, national and
international economies;
2. Fluctuations in operating costs;
3. Disruption in our manufacturing operations
4. Changes in consumer demand;
5. Failure to successfully upgrade our productportfolio, from time to time;
6. any change in government policies resulting in increases in taxes payable by us;
7. our ability to retain our key managements persons and other employees;
8. Changes in laws and regulations that apply to the industries in which we operate.
9. our failure to keep pace with rapid changes in technology;
10. our ability to grow our business;
11. our ability to make interest and principal payments on our existing debt obligations and satisfy the other covenants contained
in our existing debt agreements;
12. general economic, political and other risks that are out of our control;
13. Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
14. Company’s ability to successfully implement its growth strategy and expansion plans ;
15. failure to comply with regulations prescribed by authorities of the jurisdictions in which we operate;
16. inability to successfully obtain registrations in a timely manner or at all;
17. occurrence of Environmental Problems & Uninsured Losses;
18. conflicts of interest with affiliated companies, the promoter group, group Companies and other related parties;
19. any adverse outcome in the legal proceedings in which we are involved; and
20. Concentration of ownership among our Promoters.
21. The performance of the financial markets in India and globally.

For further discussion of factors that could cause our actual results to differ, see the Section titled “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 24, 95 and
191 respectively of the Draft Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially
different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that
have been estimated.

There can be no assurance to investors that the expectations reflected in these forward-looking statements will prove to be correct.
Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and not to regard
such statements to be a guarantee of our future performance.

Neither our Company, our Directors,our Officers, Lead Manager and Underwriter nor any of their respective affiliates have any
obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the
occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements,
our Company and the LM will ensure that investors in India are informed of material developments until such time as the grant of
listing and trading permission by the Stock Exchange for the Equity Shares allotted pursuant to this Issue.

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SM Auto Stamping Limited

SECTION II – SUMMARY OF DRAFT PROSPECTUS

A. OVERVIEW OF BUSINESS

Incorporated in 2006, we are one of the auto-component manufacturers located in Nashik catering to the sheet metal components
and sub-assemblies requirements of automobile parts/equipment manufacturers. Our range of product primarily covers sheet metal
pressed components for clutches, brakes, engine mountings, chassis, shaft drive, body trims, bearings etc. which are used in
passenger cars, commercial vehicles and tractors. Our products such as deep drawn components and control panel components also
find application in electrical equipments industry.

OVERVIEW OF THE INDUSTRY

Indian Auto-components Industry

The Auto & Auto Component industry’s impact on the Indian economy currently is significant as it contributes ~7% to the
country’s GDP and is expected to increase to 12% as per the Automotive Mission Plan. The industry is likely to grow from 80
Billion USD to 270 Billion USD by 2026 and generate an additional 65 Million jobs. The Automotive industry is key to the
domestic Manufacturing Sector contributing over 40% and impacting the fortunes of several related manufacturing industries such
as Iron and Steel, Aluminum, Rubber, Chemicals, Molds etc.

B. PROMOTERS

Mr. Mukund Narayan Kulkarni, Mr. Suresh Gunwant Fegde and Mrs. Alka Mukund Kulkarni are the Promoters of our Company.

C. DETAILS OF THE ISSUE

This is an Initial Public Fresh Issue of 38,40,000 Equity Shares of face value of Rs. 10 each of our Company for cash at a price of
Rs. [●] per Equity Share (including a share premium of Rs. [●] per Equity Share) aggregating to Rs. [●] lakhs (“The Issue”), out of
which [●] Equity Shares of face value of Rs. 10 each for cash at a price of Rs. [●] per Equity Share aggregating up to Rs. [●] lakhs
will be reserved for subscription by the market maker to the issue (the "Market Maker Reservation Portion"). The Issue less Market
Maker Reservation Portion i.e. Issue of [●] Equity Shares of face value of Rs. 10 each, at an issue price of Rs. [●] per Equity Share
for cash, aggregating to Rs. [●] lakhs is hereinafter referred to as the "Net Issue". The Public Issue and Net Issue will constitute
26.88% and [●]% respectively of the post- issue paid-up Equity Share capital of our Company.

D. OBJECTS OF THE ISSUE

Our Company intends to utilize the Proceeds of the Issue to meet the following objects:-

Sr. No. Particulars Amt (Rs. in lakhs)

1. Working Capital requirement [●]
2. General Corporate Purpose [●]
3. To meet Issue Expenses [●]
Total [●]

E. PRE-ISSUE SHAREHOLDING OF PROMOTER AND PROMOTER GROUP

Our Promoters and Promoter Group collectively holds 1,04,47,832 equity shares of our Company aggregating to 100% of the pre-
issue paid-up Share Capital of our Company. Following are the details of the shareholding of the Promoters and Promoter Group, as
on date of this Draft Prospectus:-

Pre IPO
Names
Sr. No Shares Held % Shares Held
Promoters
1. Mr. Mukund Narayan Kulkarni 100 0.00

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SM Auto Stamping Limited

2. Mr. Suresh GunwantFegde 35,52,164 33.99

3. Mrs. AlkaMukundKulkarni 68,95,352 65.99
Sub Total (A) 1,04,47,616 99.99
Promoter Group
1. Mr. Aditya MukundKulkarni 8 0.00
2. Mrs. Reshma Jayant Fegde 8 0.00
3. Mr. AjinkyaMukundKulkarni 100 0.00
4. Mr. Jayant Suresh Fegde 100 0.00
Sub Total (B) 216 0.01
Grand Total (A+B) 1,04,47,832 100.00

F. SUMMARY OF FINANCIAL INFORMATION

Following are the details as per the restated consolidated financial statements for the period ended June 30, 2019 and financial years
ended on March 31, 2019, 2018 and 2017:
Amt. (Rs. in lakhs)
Particulars June 30, 2019 March 31, 2019 March 31, 2018 March 31, 2017
Share Capital 130.60 130.60 130.60 130.60
Net Worth 1,139.01 1,120.62 855.22 771.22
Revenue 1,827.05 7,530.53 6,335.07 5,083.48
Profit after tax 18.39 265.40 84.00 (173.11)
Earnings per Share (based on Weighted
Average Number of Shares and after taking
effect of bonus shares issued on September
19, 2019) 0.18 2.54 0.80 (1.66)
Net Asset Value per Share (based on Actual
Number of Shares) 87.22 85.81 65.48 59.05
Total Borrowings 2,228.23 2,153.61 2,150.35 2,658.12

G. AUDITOR QUALIFICATIONS

The Audited Consolidated Financial Statements of the group includes certain qualifications in the Audit Reports on the consolidated
financial statements of the group which are mentioned here below:-

Auditor’s Observations which required adjustment in restated financial statements

 For the financial year ended March 31, 2018, and March 31, 2019 we have drawn attention on the notes in consolidated
financial statements in the Audit Report, which are reproduced hereunder:-

“Note 14 to the consolidated financial statements which state that, during the year company has changed accounting policy for
valuation of inventory. The amount of duties and taxes is also included in the purchase cost of closing Inventory to comply with
Income Computation and Disclosure Standards as prescribed under Income Tax law.”

For details in respect of adjustment made in restated consolidated financial statements, please refer to Note 16 Material
Adjustments on page 148 of the restated financial information.

Auditor’s Observations which do not require any corrective adjustments:

 For the financial year ended March 31, 2017, we have made an observation in the Audit Report, which is reproduced
hereunder:-

“The records of inventory maintained by the group are not proper and sufficient to verify the stock declared by the group.
Consequently, we were unable to determine whether any adjustment to stock amount was necessary”

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SM Auto Stamping Limited

Further attention drawn on the notes in consolidated financial statements in the Audit Report which isreproduced hereunder:-

“Note 8 & 16 to the financial statements which state that Trade Payables’ and Trade Receivable balances are subject to
confirmation.”

 For the financial year ended March 31, 2018, and June 30, 2019 we have drawn attention on the notes in consolidated
financial statements in the Audit Report, which are reproduced hereunder:-

(a) “Note 8 & 15 to the consolidated financial statements which state that Trade Payables’ and Trade Receivable balances are
subject to confirmation.”

(b) “Note 8 to the consolidated financial statement also state that the company has not classified its creditors as Micro, Small and
Medium Enterprises as required under Micro, Small and Medium Enterprises Development Act 2006. Information required to
be reported under the Act could not therefore be compiled for verification by Auditor. ‘

H. SUMMARY OF OUTSTANDING LITIGATIONS

Our Company is involved in certain legal proceedings. A brief detail of such outstanding litigations as on the date of this Draft
Prospectus are as follows:

Litigations/Matters against our Company:-

Nature of Cases No. of Outstanding Cases Amount Involved (Rs. in Lacs)

Direct Tax Liabilities 1 1.91
Indirect Tax Liabilities 2 1.29

Litigations/matters against our Directors & Promoters:-

Nature of Cases No. of Outstanding Cases Amount Involved (Rs. in Lacs)

Criminal Matter 1 Undetermined*
Direct Tax Liabilities 6 2.99
* Note:- The liability amount of Summary Criminal case filed against our Promoter Director, Mrs. Alka Mukund Kulkarni by
Maharashtra State through A.C. Ade, under Section 3(1) and 5(1) of the Factories Act, 1948 in the court of Chief Judicial
Magistrate, could not be determined, as case documents are not available with us.

For further details of Statutory or legal proceedings involving our Company, please refer to the chapter titled “Outstanding
Litigations and Material Developments” on page 205 of this Draft Prospectus.

I. RISK FACTORS

For details on the risks involved in our business, please see the Chapter titled “Risk Factors” beginning on page 24 of this Draft
Prospectus.

J. SUMMARY OF CONTINGENT LIABILITIES

Following is the summary of the Contingent Liabilities of the Company for the period ended June 30, 2019 and financial years
ended on March 31, 2019, 2018 and 2017:-

Particulars For the period For the year ended on

ended on June 30,
March 31, 2019 March 31, 2018 March 31, 2017
2019
Bank Guarantee - - - 49.93

For further details on the Contingent Liabilities, please see the Annexure XXXVI under Chapter titled “Financial Information of
the Company” beginning on page 176 of the Draft Prospectus.

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SM Auto Stamping Limited

K. SUMMARY OF RELATED PARTY TRANSACTIONS

Following is the summary of the related party transactions entered by the Company (based on Consolidated Financial Statements)
for the period ended on June 30, 2019 and financial years ended on March 31, 2019, 2018 and 2017:-

List of Related parties

Names of the related parties with whom transactions were carried out during the years and description of relationship:

Sr. No. Name of the Person / Entity Relation

1 Suresh Fegde Director in Holding Company
2 Alka Kulkarni Director in Holding Company
3 Mukund Kulkarni Director in Subsidiary Company
4 Jayant Fegde Director in Subsidiary Company
5 Aditya Kulkarni Son of Mukund Kulkarni and Alka Kulkarni
6 Ajinkya Kulkarni Son of Mukund Kulkarni and Alka Kulkarni

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SM Auto Stamping Limited

a) Transactions with related parties

( Rs. in lakhs)
Amount of Amount of Transaction in
Particulars Nature of Transaction Amount 2018-19 Amount
Transaction In April 19 to Jun-19 Outstanding Outstanding
as on 30.06.19 as on 31.03.19
(Payable)/ (Payable)/
Receivable Debit Credit Receivable
Debit Credit
(A )Key Managerial Personnel
Managerial Remuneration
Suresh Fegde Remuneration 10.20 0.00 0.00 40.70 0.00 0.00
Alka Kulkarni Remuneration 10.20 0.00 0.00 40.70 0.00 0.00
Mukund Kulkarni Remuneration 10.20 0.00 0.00 39.10 0.00 0.00
Jayant Fegde Remuneration 1.83 0.00 0.00 7.23 0.00 0.00
Others
Alka Kulkarni Unsecured Loan 0.00 0.00 0.00 0.00 0.00
Interest on
Alka Kulkarni Unsecured Loan 0.00 0.00 -3.28 0.00 0.00 -3.28
Mukund Kulkarni: Holding Unsecured Loan 0.00 0.00 0.00 2.42 0.00 0.00
Mukund Kulkarni: Subsidiary Unsecured Loan 1.32 2.01 -68.26 12.73 46.78 -67.57
Interest on
Mukund Kulkarni: Subsidiary Unsecured Loan 2.01 0.00 -0.69 5.78 0.00 0.00
Suresh Fegde :Subsidairy Unsecured Loan 0.93 0.09 0.00 0.00 0.00 -0.84
Interest on
Suresh Fegde :Subsidairy Unsecured Loan 0.09 0.00 0.00 0.10 0.01 -0.09
Suresh Fegde :Holding Advance given 0.00 0.00 0.00 0.00 0.00 0.00
(B )Other Related Party
Transactions
Relatives of Directors
Aditya Kulkarni Unsecured Loan 2.83 2.83 -71.00 6.71 26.71 -71.00
Ajinkya Kulkarni Unsecured Loan 10.00 6.83 0.00 6.83 10.00 -3.17
Ajinkya Kulkarni - HUF Unsecured Loan 7.18 19.83 -12.64 0.00 0.00 0.00
Aditya Kulkarni Interest on
Unsecured Loan 2.83 0.00 0.00 6.71 0.00 0.00

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SM Auto Stamping Limited

Amount
Amount
Outstanding
Amount ofTransaction Outstanding Amount ofTransactionin
Nature of as on 31.03.17
Particulars in 2017-18 as on 31.03.18 2016-17
Transaction (Payable)/
(Payable)/
Receivable
Receivable
Debit credit Debit credit
(A )Key Managerial Personnel
Managerial Remuneration

Suresh Fegde Remuneration 24.00 0.00 0.00 17.25 - -

Alka Kulkarni Remuneration 24.00 0.00 0.00 17.25 - -

Mukund Kulkarni Remuneration 24.00 0.00 0.00 17.25 - -

Jayant Fegde Remuneration 4.79 0.00 0.00 4.19 - -

Others
Alka Kulkarni Unsecured Loan 2.68 0.31 0.00 2.67 0.50 -2.36
Interest on
Alka Kulkarni Unsecured Loan 0.07 0.00 -3.28 0.81 0.58 3.21
Mukund Kulkarni: Holding Unsecured Loan 0.00 2.42 -2.42 4.69 4.12 0.00
Mukund Kulkarni:
Subsidiary Unsecured Loan 51.52 10.59 -33.51 30.35 10.74 -74.44
Mukund Kulkarni: Interest on
Subsidiary Unsecured Loan 6.59 0.00 0.00 10.74 0.00 0.00
Suresh Fegde :Subsidairy Unsecured Loan 0.00 0.00 -0.84 0.00 0.00 -0.84
Interest on
Suresh Fegde :Subsidairy Unsecured Loan 0.00 0.00 0.00 0.00 0.00 0.00
Suresh Fegde :Holding Advance given 0.00 4.82 0.00 5.46 0.64 4.82
(B )Other Related Party
Transactions
Relatives of Directors
Aditya Kulkarni Unsecured Loan 5.61 5.61 -51.00 9.12 9.12 -51.00
Ajinkya Kulkarni Unsecured Loan 0.00 0.00 0.00 0.00 0.00
Ajinkya Kulkarni - HUF Unsecured Loan 0.00 0.00 0.00 0.00 0.00 0.00
Aditya Kulkarni Interest on
Unsecured Loan 5.61 0.00 0.00 9.12 0.00 0.00

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SM Auto Stamping Limited

L. DETAILS OF FINANCING ARRANGEMENTS

There are no financing arrangements whereby the promoters, members of the promoter group, the directors of the issuer and their
relatives have financed the purchase by any other person of securities of the issuer other than in the normal course of the business of
the financing entity during the period of six months immediately preceding the date of this Draft Prospectus

M. WEIGHTED AVERAGE PRICE OF THE SHARES ACQUIRED BY PROMOTERS IN LAST ONE YEAR

Date of Allotment/ Number of Shares Nature of Acquisition Issue/Transfer price Weighted Average
Transfer Acquired (Allotment/Transfer) per Share Price
Mr. Mukund Narayan Kulkarni
November 15, 2019 100 Transfer 10
Total 100 10

Mr. Suresh Gunwant Fegde

August 29, 2019 2 Transfer 10
September 19, 2019 31,08,217 Bonus Issue Nil
October 10, 2019 16 Transfer 10
Total 31,08,235 - - 0.00

Mrs. Alka Mukund Kulkarni

August 29, 2019 4 Transfer 10
September 19, 2019 60,33,594 Bonus Issue Nil
October 10, 2019 16 Transfer 10
Total 60,33,614 - - 0.00
Note: The above table relates to shares acquired by Promoters in last one year only.

N. AVERAGE COST OF ACQUISITION OF SHARES

The average cost of acquisition of Equity Shares by our Promoters is set forth in the table below:

Sr. No. Name of the Promoters No. of Shares held Average cost of Acquisition (in ₹)
1 Mr. Mukund Narayan Kulkarni 100 10
2. Mr. Suresh Gunwant Fegde 35,52,164 1.25
3. Mrs. Alka Mukund Kulkarni 68,95,352 1.25

O. PRE IPO PLACEMENT

Our Company is not considering any pre-IPO placement of equity shares of the Company.

P. EQUITY SHARES ISSUED FOR CONSIDERATION OTHER THAN CASH

Except as set out below we have not issued Equity Shares for consideration other than cash:

Date of Number Face Issue Reasons for Benefits Name of Allottees No. of Shares
Allotment of Equity Value Price Allotment Accrued to Allotted
Shares (`) (`) our Company
Acquisiton of Mr. Mukund Narayan Kulkarni 5,36,855
March 29, Takeover of
9,77,488 10 10 partnership
2009 business Mr. Suresh Gunwant Fegde 4,40,633
firms*
2,68,491
March 25, 3,18,491 10 10 Conversion Reduction of Mr. Mukund Narayan Kulkarni

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SM Auto Stamping Limited

2014 of loan into debts and

equity shares increase in Mrs. AlkaMukund Kulkarni 50,000
Capital
Mr. Suresh Gunwant Fegde 31,08,217
M/s B.S.Steels (sole
Bonus in the proprietorship firm of Mr. 7
ratio of 7:1 Amarjeet Singh Bali)
Capitalization Mrs. AlkaMukund Kulkarni 60,33,594
i.e. 7 Equity
September of Reserves & Mr. Aditya Mukund Kulkarni 7
91,41,853 10 - Share for
19, 2019 Surplus** Mrs. Lata Girishankar Patil 7
every 1
Equity Mr. Ulhas Ramdas Mahajan 7
Shares held Mrs. Dipali Ulhas Mahajan 7
Mr. Girishankar Baliram Patil 7
Total 91,41,853
* Further allotment of 9,77,488 Equity shares of Face Value of Rs. 10/- each pursuant to takeover of partnership firms, namely,
M/s S.M. Industries and M/s Spam Fab Technocrats from the Promoters, Mr. Mukund Narayan Kulkarni and Mr. Suresh Gunwant
Fegde vide agreements dated April 30, 2007

**Above allotment of shares has been made out of Reserve & Surplus available for distribution to shareholders and no part of
revaluation reserve has been utilized for the purpose.

Q. SPLIT/ CONSOLIDATION OF EQUITY SHARES

Our Company has not done any split or consolidation of Equity Shares during the last one year from the date of this Draft
Prospectus.

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SM Auto Stamping Limited

SECTION III: RISK FACTORS

An investment in our Equity Shares involves a high degree of financial risk. Prospective investors should carefully consider all the
information in the Draft Prospectus, particularly the “Financial Information of the Company” and the related notes, “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 133, 95 and
181 respectively of this Draft Prospectus and the risks and uncertainties described below, before making a decision to invest in our
Equity Shares.

The risk factors set forth below are not exhaustive and do not purport to be complete or comprehensive in terms of all the risk
factors that may arise in connection with our business or any decision to purchase, own or dispose of the Equity Shares. This
section addresses general risks associated with the industry in which we operate and specific risks associated with our Company.
Any of the following risks, individually or together, could adversely affect our business, financial condition, results of operations or
prospects, which could result in a decline in the value of our Equity Shares and the loss of all or part of your investment in our
Equity Shares. While we have described the risks and uncertainties that our management believes are material, these risks and
uncertainties may not be the only risks and uncertainties we face. Additional risks and uncertainties, including those we currently
are not aware of or deem immaterial, may also have an adverse affect on our business, results of operations, financial condition
and prospects.

This Draft Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in these forward-looking statements as a result of certain factors, including the considerations
described below and elsewhere in this Draft Prospectus. The financial and other related implications of risks concerned, wherever
quantifiable, have been disclosed in the risk factors below. However, there are risk factors the potential affects of which are not
quantifiable and therefore no quantification has been provided with respect to such risk factors. In making an investment decision,
prospective investors must rely on their own examination of our Company and the terms of the Issue, including the merits and the
risks involved. You should not invest in this Issue unless you are prepared to accept the risk of losing all or part of your investment,
and you should consult your tax, financial and legal advisors about the particular consequences to you of an investment in our
Equity Shares.

Materiality

The Risk factors have been determined on the basis of their materiality. The following factors have been considered for determining
the materiality.

1. Some events may not be material individually but may be found material collectively.
2. Some events may have material impact qualitatively instead of quantitatively.
3. Some events may not be material at present but may be having material impact in future.

Note:

The risk factors as envisaged by the management along with the proposals to address the risk if any. Unless specified or quantified
in the relevant risk factors below, we are not in a position to quantify the financial implication of any of the risks described in this
section.

In this Draft Prospectus, any discrepancies in any table between total and the sums of the amount listed are due to rounding off.
Any percentage amounts, as set forth in “Risk Factors” on page 24 and “Management Discussion and Analysis of Financial
Condition and Results of Operations” on page 191 of this Draft Prospectus unless otherwise indicated, has been calculated on the
basis of the amount disclosed in the "Audited Financial Statements, as restated" prepared in accordance with the Indian Accounting
Standards

1. We are subject to strict quality requirements and are consequently required to maintain our product quality. Any failure to
comply with such quality standards may lead to cancellation of existing and future work orders which may adversely affect
our reputation, financial conditions, cash flows and results of operations.

We specialize in manufacture and supply of automotive sheet components on technical specifications as per the requirements of our
customers. Given the nature of our products and the sector in which we operate, our customers have high and exacting standards for
product quality as well as delivery schedules. Adherence to quality standards is a critical factor in our manufacturing process as any

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SM Auto Stamping Limited

defects in the products manufactured by our Company or failure to comply with the technical specifications of our customers may
lead to cancellation of the orders placed by our customers. Further, any failure to make timely deliveries of products in the desired
quantity as per our customers’ requirements could also result in the cancellation of orders placed by our customers and may
adversely affect our business and financial position.

Thus, we have to maintain stringent quality control mechanism at each stage of the manufacturing process and are required to
maintain the quality and precision level for each product. As a result, we are required to incur expenses to maintain our quality
assurance systems such as periodic checking by the operators to ensure there is no defect in the manufacturing facilities and
machineries, and in the manufacturing processes. We will continue to spend a portion of our future revenues to manage our product
quality and to maintain our quality control a failure of which may negatively impact our profitability.

For further details of our Business, Please refer chapter titled “Our Business” beginning on page 95 of this Draft Prospectus.

2. We are yet to apply for certain regulatory licenses, registrations and approvals in respect of our business operations. Failure
to obtain or maintain licenses, registrations, permits and approvals may severely affect our business and results of
operations.

We are governed by various laws and regulations for our business and operations. We are required, and will continue to be required,
to obtain and hold relevant licenses, approvals and permits at state and central government levels for carrying our business
operations. The approvals, licenses, registrations and permits obtained by us may contain conditions, some of which could be
onerous. Additionally, we will need to apply for renewal of certain approvals, licenses, registrations and permits, which are needed
to be updated pursuant to conversion of Company from private to public Company.

While we have obtained a number of approvals, licenses, registrations and permits from the relevant authorities, we are yet to apply
for certain licenses/approvals relating to our manufacturing units which inter-alia includes (i) NOC from fire department for all three
factory units (ii) Renewal of consent to operate and Authorization from MPCB for our factory units situated at B-198, MIDC,
Nashik and J-41, MIDC, Nashik. Also, our Company has submitted application dated December 06, 2019 to the concerned
Authority for renewal of factory licence of our factory units J-41 and C-13 which are expiring on December 31, 2019, but the
approval is awaited. Further, we have not executed final lease agreements with MIDC in respect of our factory land situated at J-41
and B-198, MIDC, Ambad, Nashik as stipulated under the Assignment deeds of respective properties. Any failure to apply for and
obtain the required consents and registrations or any cognizance being taken by the concerned authorities for non-registration could
result in levy of penalties and other legal proceedings which may adversely affect our business, financial condition, results of
operations and prospects. For further details regarding the material approvals, licenses, registrations and permits, which have not
been obtained by our Company or are, pending renewal, see Chapter titled “Government and Other Approvals” on page 209 of this
Draft Prospectus.

Further, certain licenses and registrations obtained by our Company contain certain terms and conditions, which are required to be
complied regularly by us. Any default by our Company in complying with the same, may result in inter alia the cancellation of such
licenses, consents and registrations, which may adversely affect our operations. There can be no assurance that the relevant
authorities will issue or renew any of such permits or approvals in time or at all. Failure to renew, maintain or obtain the required
permits or approvals in time may result in the interruption of our operations and may have a material adverse affect on our business.

3. Our business is substantially dependent on our certain major customers, with whom we do not have firm commitment
agreements. The loss of any significant clients may have a material and adverse affect on our business and results of
operations.

We are dependent on certain major customers, especially MSL Driveline Systems Limited from which we derive around 50% of our
revenue (from products and services) in F.Y. 2018-19. Our other major customers include Reliable Autotech Pvt. Ltd., Scrap
Traders, JBM Auto Limited and Innova Rubbers Private Limited. For the year ended March 31, 2019 and stub period ended June
30, 2019, our top five customers cumulatively accounted for approximately 91.19% and 91.42% of our revenue from operations. In
the event any one or more customers cease to continue doing business with us, our business may be adversely affected. The loss of
such clients may be caused mainly because of competition. There may be factors other than our performance, which may not be
predictable, which could cause loss of clients. Also, we generally do not enter into any long-term contracts with our customers and
any change in the buying pattern of the customers could adversely affect the business of our Company. Further, any significant
reduction in demand for our products from our key clients, any requirement to lower the price offered by these clients, or any loss or
financial difficulties caused to these clients, or bad debts of the dues from these clients, or change in relationship with the clients

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SM Auto Stamping Limited

could have a material adverse affect on our business, result of operations, financial conditions and cash flow.

We cannot assure that we shall generate the same quantum of business, or any business at all, and the loss of business from one or
more of them may adversely affect our revenues and results of operations. However, the composition and revenue generated from
these customers might change as we strive to add new customers in the normal course of business. While we are constantly striving
to increase our customer base and reduce dependence on any particular customer, there is no assurance that we will be able to
broaden our customer base in any future periods, or that our business or results of operations will not be adversely affected by a
reduction in demand or cessation of our relationship with any of our major customers.

4. We are heavily dependent on the performance of the Automobile Sector particularly, passenger vehicle, commercial vehicles
and tractors market in India. Any adverse changes in the conditions affecting these markets can adversely impact our
business, results of operations and financial condition.

Our sheet metal auto-components business is heavily dependent on the performance of the Automobile Sector particularly,
passenger vehicle, commercial vehicles and tractors market in India. We are therefore exposed to fluctuations in the performance of
these markets. In the event of a decrease in demand in these markets or any developments that make the sale of components in these
markets less economically beneficial, we may experience pronounced effects on our business, results of operations and financial
condition. The automotive market is affected by, amongst other things, changes in government policies, economic conditions,
demographic trends, employment and income levels and interest rates, which may negatively affect the demand of our products
which may materially adversely affect our business, results of operations and financial condition.

5. There are certain outstanding legal proceedings involving Our Company, Directors and Promoters. Any failure to defend
these proceedings successfully may have an adverse affect on our financial conditions, business, reputation and result of
ongoing operations.

Our Company, Directors and Promoters are involved in certain legal proceedings, which if determined, against us/them could harm
our reputation or adversely affect our business, financial condition and results of operations. These proceedings are pending at
different levels of adjudication before various courts, tribunals and appellate authorities. For details kindly refer chapter titled
“Outstanding Litigations and Material Developments” on page 205 of this Draft Prospectus.

A brief detail of such outstanding litigations as on the date of this Draft Prospectus are as follows:

Litigations/Matters against our Company:-

Nature of Cases No. of Outstanding Cases Amount Involved (Rs. in Lacs)

Direct Tax Liabilities 1 1.91
Indirect Tax Liabilities 2 1.29

Litigations/matters against our Directors & Promoters:-

Nature of Cases No. of Outstanding Cases Amount Involved (Rs. in Lacs)

Criminal Matter 1 Undetermined
Direct Tax Liabilities 6 2.99
* Note:- The liability amount of Summary Criminal case filed against our Promoter Director, Mrs. Alka Mukund Kulkarni by
Maharashtra State through A.C. Ade, under Section 3(1) and 5(1) of the Factories Act, 1948 in the court of Chief Judicial
Magistrate, could not be determined, as case documents are not available with us.

For further details of Statutory or legal proceedings involving our Company, Directors and Promoters, please refer to the chapter
titled “Outstanding Litigations and Material Developments” on page 205 of this Draft Prospectus.

6. Our failure to identify and understand evolving industry trends and preferences and to develop new products to meet our
customers' demands may materially adversely affect our business.

Changes in consumer preferences, regulatory or industry requirements or in competitive technologies may render certain of our
products obsolete or less attractive. Our ability to anticipate changes in technology and regulatory standards and to successfully

26
SM Auto Stamping Limited

develop and introduce new and enhanced products on a timely basis is a significant factor in our ability to remain competitive.
However, there can be no assurance that we will be able to secure the necessary technological knowledge, through technical
assistance agreements or otherwise, that will allow us to develop our product portfolio in this manner. If we are unable to obtain
such knowledge in a timely manner, or at all, we may be unable to effectively implement our strategies, and our business and results
of operations may be adversely affected. Moreover, we cannot assure you that we will be able to achieve the technological advances
that may be necessary for us to remain competitive or that certain of our products will not become obsolete.

To compete effectively in the metal sheet components industry, we must be able to develop, upgrade and manufacture new products
to meet our customers’ demand in a timely manner. In order to do so, we need to identify and understand the key market trends and
address our customers’ evolving needs proactively and on a timely basis. As a result, we may incur capital expenditures for
development of products to meet the demands of our customers. We cannot assure you, however, that we will be able to install
andcommission the equipment needed to manufacture products for our customers on time. Our failure to successfully and timely
develop and manufacture new products in order to cater to the requirements of our customers and industry trends could have a
material adverse effect on our business, financial condition, results of operations and future prospects.

7. Our company has not complied with certain statutory provisions of the Companies Act. Such non-compliance may attract
penalties and prosecution against our Company and its Directors which could impact the financial position and goodwill of
us to that extent.

Our Company has not complied with certain statutory provisions under the Companies Act such as:-

 There are few discrepancies noticed in some of our corporate records relating to minutes and e-forms filed with the Registrar of
Companies(ROC), which inter-alia includes clerical & technical errors in the Annual Returns filed by our Company with the
ROC in past years, for instance, list of transfers were not attached in the Annual Return filed by Company for F.Y. 2012-13.
Further, there are certain forms which are filed with delayed fees with ROC.

 There has been inadequate/incorrect disclosure on letterheads of the Company as per Section 12 of the Companies Act, 2013,
which has now been rectified.

 Our Company has advanced an amount of Rs. 5.46 lakhs to our Director, Mr. Suresh Fegde during F.Y. 2016-17 which is a
non-compliance of Section 185 of the Companies Act, 2013. However, the said loan was cleared in F.Y. 2017-18.

 In terms of Section 129(1) of the Companies Act, 2013, Our Company has not fully complied with some Accounting Standards
such as AS-2 for Valuation of Inventories, AS-15 for Employee Benefits & AS-10 for Accounting for Fixed Assets in the past.
However, now the Company has made necessary compliance in the restated financial statements of the Company.

 Our Company in the past has inadvertently borrowed certain amount which is termed as deposits under the purview of Section
58A of Companies Act, 1956/Section 73 of Companies Act, 2013. However the same have been repaid and except for Rs.
31,00,000/- which is taken from one shareholder, there are no other unsecured loans outstanding as on date of this Draft
Prospectus.

Further, we are not in possession of valuation report dated 07.02.2007 for immovable assets, which was taken at the time of
acquisition of partnership firms, namely, M/s S.M. Industries and M/s. Spam Fab Technocrats. Although no show cause notice have
been issued against the Company till date in respect of above, in the event of any cognizance being taken by the concerned
authorities in respect of above, penal actions may be taken against the Company and its directors, in which event the financials of
the Company shall be affected.

8. Our Statutory Auditors have expressed qualified opinion on our Standalone and Consolidated financial statements for the
financial year ended Mar.’17 and has included certain emphasis of matters in their Audit Reports on our Standalone and
Consolidated financial statements for the period ended June.’19 and financial year ended Mar.’19, Mar.’18 and Mar.’17.

Our Statutory Auditors have expressed qualified opinion on our Standalone and Consolidated financial statements for the financial
year ended Mar.’17 and has included certain emphasis of matters & significant notes in their Audit Reports on our Standalone and
Consolidated financial statements for the period ended June’19 and financial year ended Mar.’19, Mar’18 and Mar.’17, which are
mentioned here below:-

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SM Auto Stamping Limited

 F.Y. 2016-17

 Standalone Financial Statements

Basis for Qualified Opinion

The records of inventory maintained by the Company are not proper and sufficient to verify the stock declared by the Company.
Consequently, we are unable to determine whether any adjustment to stock amount was necessary.

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

(a) Note 7 & 14 to the financial statements which state that “Trade Payables” and “Trade Receivables” are subject to
confirmation.

Significant notes

Note 5: Creditors balances are subject to confirmation.

Note 8: The Company has not classified its creditors as Micro, Small and Medium Enterprises as required under Micro, Small and
Medium Enterprises Development Act, 2006. Information required to be reported under the Act could not therefore be compiled for
verification by Auditor. Trade Payables balances are subject to confirmation.

 Consolidated Financial Statements

Basis for Qualified Opinion

The records of inventory maintained by the Group are not proper and sufficient to verify the stock declared by the Group.
Consequently, we are unable to determine whether any adjustment to stock amount was necessary.

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

(a) Note 8 & 16 to the financial statements which state that “Trade Payables” and “Trade Receivables” are subject to
confirmation.

Significant notes

Note 8: The Company has not classified its creditors as Micro, Small and Medium Enterprises as required under Micro, Small and
Medium Enterprises Development Act, 2006. Information required to be reported under the Act could not therefore be compiled for
verification by Auditor. Trade Payables balances are subject to confirmation.

Note 16: Trade Receivables’ balances are subject to confirmation.

 F.Y. 2017-18

 Standalone Financial Statements

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

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SM Auto Stamping Limited

(a) Note 8 & 15 to the financial statements which state that “Trade Payables” and “Trade Receivables” balances are subject to
confirmation.

(b) Note 8 to the financial statements also state that the Company has not classified its creditors as Micro, Small and Medium
Enterprises as required under Micro, Small and Medium Enterprises Development Act, 2006. Information required to be reported
under the Act could not therefore be compiled for verification by Auditor.

(c) Note 14 to the financial statements which state that, during the year, Company has changed accounting policy for valuation of
inventory. The amount of duties and taxes is also included in the purchase cost of closing inventory to comply with Income
Computation and Disclosure Standards as prescribed under Income Tax Law. Thereby profit of the Company is over stated by the
amount of Rs. 1,01,68,150/-

 Consolidated Financial Statements

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

(a) Note 8 & 15 to the consolidated financial statements which state that “Trade Payables” and “Trade Receivables” balances are
subject to confirmation.

(b) Note 8 to the consolidated financial statements also state that the Company has not classified its creditors as Micro, Small and
Medium Enterprises as required under Micro, Small and Medium Enterprises Development Act, 2006. Information required to be
reported under the Act could not therefore be compiled for verification by Auditor.

(c) Note 14 to the consolidated financial statements which state that, during the year, Company has changed accounting policy for
valuation of inventory. The amount of duties and taxes is also included in the purchase cost of closing inventory to comply with
Income Computation and Disclosure Standards as prescribed under Income Tax Law.

 F.Y. 2018-19

 Standalone Financial Statements

Significant notes

Note 5.1:- Creditors balances’ are subject to confirmation, reconciliation and consequential adjustments.

Note 9.2:- Trade payables’ balances are subject to confirmation, reconciliation and consequential adjustments.

Note 15:- The Company has policy to include the amount of duties and taxes in the purchase cost of closing inventory to comply
with Income Computation and Disclosure Standards as prescribed under Income Tax Law. Thereby, the value of inventories of the
Company is overstated by amount Rs. 1,07,33,478/- for the year ended 31st March 2019 and by Rs. 1,01,68,150/- for the year ended
31st March 2018 and thereby profit of the Company is over stated by an amount of Rs. 5,65,328 for the financial year 31st March
2019.

Note 16.1:- Trade Receivables’ balances are subject to confirmation, reconciliation and consequential adjustments.

Note 17:- As insisted by the Bank, the bank deposits of Rs. 3,70,430/- are made in the name of Directors/Promoters of the
Company.

 Consolidated Financial Statements

Significant notes of the auditors on Financial Statements for the financial year ended 31st March 2019

Extract from the Independent Auditor’s report on the Financial Statements:

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SM Auto Stamping Limited

Note 6.1:- Creditors balances are subject to confirmation, reconciliation and consequential adjustments.

Note 10.2:- Trade payables’ balances are subject to confirmation, reconciliation and consequential adjustments.

Note 16.1:- The Company has policy to include the amount of duties and taxes in the purchase cost of closing inventory to comply
with Income Computation and Disclosure Standards as prescribed under Income Tax Law. Thereby, the value of inventories of the
Company is overstated by amount Rs. 1,45,64,394 for the financial year ended 2018-19 and by Rs. 1,41,09,177/- for the financial
year 2017-18. Thereby profit of the Company is over stated by an amount of Rs. 4,55,217 for the financial year 2018-19.

Note 17.1:- Trade Receivables’ balances are subject to confirmation, reconciliation and consequential adjustments.

Note 18:- As insisted by the bank, the Bank deposits of Rs. 10.72 lakhs as on March 31, 2019 are made in the name of
directors/promoters of the Company.

 Apr.’19 – June’19

 Standalone Financial Statements

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

Note 9 & 16 to the financial statements which state that Trade Payables’ and Trade Receivable balances are subject to confirmation.

Note 9 to the financial statement also state that the company has not classified its creditors as Micro, Small and Medium Enterprises
as required under Micro, Small and Medium Enterprises Development Act 2006. Information required to be reported under the Act
could not therefore be compiled for verification by Auditor.

Note 15 to the financial statements which state that, during the year company has changed accounting policy for valuation of
inventory.

 Consolidated Financial Statements

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

Note 10 & 17 to the financial statements which state that Trade Payables’ and Trade Receivable balances are subject to
confirmation.

Note 10 to the financial statement also state that the company has not classified its creditors as Micro, Small and Medium
Enterprises as required under Micro, Small and Medium Enterprises Development Act 2006. Information required to be reported
under the Act could not therefore be compiled for verification by Auditor.

Note 16 to the financial statements which state that, during the year company has changed accounting policy for valuation of
inventory.

9. The geographical concentration of our manufacturing facilities may restrict our operations and adversely affect our
business, results of operations and financial conditions.

We presently operate our business through our three manufacturing facilities which are located in Nashik, Maharashtra. Due to the
geographic concentration of our manufacturing operations primarily in Nashik, our operations are susceptible to local and regional
factors, such as accidents, system failures, economic and weather conditions, natural disasters, and demographic and population
changes, and other unforeseen events and circumstances. Such disruptions could result in the damage or destruction of a significant
portion of our manufacturing abilities, significant delays in the transport of our products and raw materials and/or otherwise
adversely affect our business, financial condition and results of operations.

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SM Auto Stamping Limited

For further details of our location, Please refer chapter titled “Our Business” beginning on page 95 of this Draft Prospectus.

10. Our continued operations are critical to our business and are subject to operating risks such as breakdown or failure of
machinery, disruption to power sources or any temporary shutdown of our manufacturing facilities, in the event of which,
our business, results of operations, financial condition and cash flows can be adversely affected.

Our manufacturing facilities are subject to operating risks, such as the breakdown or failure of machinery, power supply or
processes, performance below expected levels of efficiency, obsolescence of equipment or machinery, labour disputes, natural
disasters, industrial accidents and the need to comply with the directives of relevant government authorities. Our customers rely
significantly on the timely delivery of our products and our ability to provide an uninterrupted and timely supply of our products is
critical to our business. We also require substantial electricity for our manufacturing facilities which is sourced from state electricity
boards. If supply is not available for any reason, we will need to rely on alternative sources, which may not be able to consistently
meet our requirements. Our customer relationships, business and financial results may be materially adversely affected by any
disruption of operations of our products, including as a result of any of the factors mentioned above.

11. We may be subject to financial and reputational risks due to product quality and liability claims and legal proceedings if the
quality of our products does not meet our customers' expectations.

Our products may contain quality issues or undetected errors or defects, especially when first introduced, resulting from the design
or manufacture of the product or raw materials used in the product. While we test for quality on a sample basis, we cannot assure
you that all products would meet the quality standards. Such quality issues can expose us to product liability claims or require us to
replace such products, in the event that our products fail to meet the required quality standards, or are alleged to cause harm to
customers. Further, if any of the products sold by us fail to comply with quality standards, it may result in customer dissatisfaction,
which may have an adverse affect on our business, sales and results of operations.

Additionally, we face the risk of legal proceedings and product liability claims being brought against us by our Customers for
various reasons including for defective products sold. We cannot assure you that we will not experience any material product
liability losses in the future or that we will not incur significant costs to defend any such claims, regardless of whether we are
responsible for any alleged defects.

12. We depend on third parties for the supply of raw materials and delivery of products and such third parties could fail to meet
their obligations, which may have a material adverse effect on our business, results of operations and financial condition.

The main raw materials which are required by us to manufacture auto-components includes HRPO Strips, Coil, Steel Strip, Spring
Steel Material, Cold rolled steel, Hot rolled steel, Deep Draw, Extra deep draw, Aluminum Alloys, Copper based alloys etc, which
are procured by us from various domestic vendors which mainly includes Reliable Autotech Pvt. Ltd, Ajay Iron & Steel Traders,
Naresh Steel Industries Pvt.Ltd, Sona Steel Enterprises and Mahesh Steel Udyog. We are dependent on third party suppliers for the
supply of our raw materials. Discontinuation of production by these suppliers, a failure of these suppliers to adhere to any delivery
schedule or a failure to provide materials of the requisite quality could hamper our production schedule and therefore affect our
business and results of operations. This dependence may also adversely affect the availability of key materials at reasonable prices,
thus affecting our margins, and may have an adverse effect on our business, results of operations and financial condition. There can
be no assurance that high demand, capacity limitations or other problems experienced by our suppliers will not result in occasional
shortages or delays in their supply of raw materials. If we were to experience a significant or prolonged shortage of raw materials
from any of our suppliers, and we cannot procure the raw materials from other sources, we would be unable to meet our production
schedules for some of our key products and deliver such products to our customers in timely fashion, which would adversely affect
our sales, margins and customer relations. We cannot assure you that a particular supplier will continue to supply the required
components or raw materials to us in the future. Any change in the supplying pattern of our raw materials can adversely affect our
business and profits.

Further, we do not have an in-house transportation facility and we rely on third party transportation and other logistic facilities at
every stage of our business activity including for procurement of products from our suppliers and for transportation of our finished
products to our customers. For this purpose, we hire services of transportation companies. However, we have not entered into any
definitive agreements with any third party transport service providers and engage them on a needs basis. Additionally, availability of
transportation solutions in the markets we operate in is typically fragmented. The cost of our goods carried by such third party

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transporters is typically much higher than the consideration paid for transportation, due to which it may be difficult for us to recover
compensation for damaged, delayed or lost goods.

13. Our Company’s logo is not registered under the Trademarks Act, 1999 as on date of Draft Prospectus. We may be
unable to adequately protect our intellectual property. Furthermore, we may be subject to claims alleging breach of third
party intellectual property rights.

As on date of Draft Prospectus, we are yet to make application for registration of our logo under the Trademarks Act, 1999.
Further, the status of our application dated September 25, 2019 for registeration of our wordmark “SM Auto Stamping” is objected
as on date. Hence, we do not enjoy the statutory protections accorded to a registered logo and wordmark.

Further, we may also be susceptible to claims from third parties asserting infringement and other related claims. If claims or actions
are asserted against us, we may be required to obtain a licence, modify our existing technology or cease the use of such technology
and design a new non-infringing technology. Such licences or design modifications can be extremely costly. Furthermore, necessary
licences may not be available to us on satisfactory terms, if at all. In addition, we may decide to settle a claim or action against us,
the settlement of which could be costly. We may also be liable for any past infringement. Any of the foregoing could adversely
affect our business, results of operations and financial condition.

14. We are heavily dependent on our Promoters and Key Managerial Personnel for the continued success of our business
through their continuing services and strategic guidance and support.

Our success heavily depends upon the continued services of our Promoters and Key managerial personnel, particularly Mr. Suresh
Fegde, Mrs. Alka Mukund Kulkarni and Mr. Mukund Narayan Kulkarni. We also depend significantly on our Key Managerial
Persons for executing our day to day activities. The loss of any of our Promoter and Key Management Personnel, or failure to
recruit suitable or comparable replacements, could have an adverse affect on us. The loss of service of the Promoters and other
senior management could seriously impair the ability to continue to manage and expand the business efficiently. If we are unable to
retain qualified employees at a reasonable cost, we may be unable to execute our growth strategy. For further details of our
Directors and key managerial personnel, please refer to Section “Our Management” on page 116 of this Draft Prospectus.

15. We have in the past entered into related party transactions and may continue to do so in the future. There can be no
assurance that such transactions, individually or in the aggregate, will not have an adverse affect on our Company’s
financial condition and results of operations.

Our Company has entered into various transactions with our Directors, Promoters, Promoter Group and Group Company. These
transactions, inter-alia includes sales, purchase, issue of shares, remuneration, loans and advances, reimbursement of expenses etc.
For details, please refer to “Annexure XXXIV - Related Party Transactions” under Section titled “Financial Information of the
Company” and Chapter titled “Capital Structure” beginning on page 172 and 55 respectively of this Draft Prospectus. Our
Company has entered into such transactions due to easy proximity and quick execution. While we believe that all such transactions
have been conducted on an arm’s length basis and in the ordinary course of business, there can be no assurance that we could not
have achieved more favorable terms had such transactions not been entered into with related parties.

Furthermore, it is likely that we may enter into related party transactions in the future. Any future transactions with our related
parties could potentially involve conflicts of interest. Accordingly, there can be no assurance that such transactions, individually or
in the aggregate, will not have a material adverse affect on our business, financial condition, cash flows, results of operations and
prospects.

16. We engage in a highly competitive business and if we fail to compete effectively, it would have a material adverse affect on
our business, financial condition and results of operations.

We believe that the automotive stamping component business in India is characterized by intense competition, technological
advancements, and price fluctuations. We face significant competition from manufacturers & suppliers in both the organized and
unorganized sectors. Many of our competitors may have greater financial, manufacturing, research and development, marketing and
other resources, more experience in obtaining regulatory approvals, greater geographic reach, broader product ranges and stronger

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sales forces. Our competitors may succeed in developing products that are more affective, more popular or cheaper than any we may
develop, which may render our products obsolete or uncompetitive and adversely affect our business and financial results. Also, we
face pressure on our margins due to pricing competition from several small and unorganized local players. Presence of more players
in the unorganized sector compared to organized ones has resulted in increasingly competitive environment characterized by stiff
price competition. If we fail to compete effectively, it would have a material adverse affect on our business, financial condition and
results of operations.

17. Customer consolidation and takeovers could adversely impact our financial position, results of operations and cash flows.

Customers in our markets, including the customers in the automotive sheet components industry, may consolidate and grow in a
manner that could affect their relationship with us. For instance, if one of our customers is acquired by any other company, its
management may get reshuffled which may affect our relationship with such customer, and we may not be able to retain any
favorable terms that we agreed to in the past and may even lose that acquired customer’s business. Additionally, if our customers
become larger and more concentrated, they could exert pressure in pricing and payment terms on all suppliers, including us.
Accordingly, our ability to maintain or raise prices in the future may be limited, including during periods of increase in the price of
raw materials and other costs. If we are forced to reduce prices or maintain prices during periods of increased costs, or if we lose
customers because of their acquisition, pricing or other methods of competition, our financial position, results of operations and
cash flows may be adversely affected.

18. Changes in technology may render our current technologies obsolete or require us to make substantial investments.

Modernization and technology up gradation is essential to reduce costs and increase the output. Our technology and machineries
may become obsolete or may not be upgraded timely, hampering our operations and financial conditions and we may lose our
competitive edge. Although we believe that we have installed updated technology, we shall continue to strive to keep our
technology, plant and machinery in line with the latest technological standards. In case of a new found technology in the metal
stamping business, we may be required to implement new technology or upgrade the machineries and other equipment‘s employed
by us. Further, the costs in upgrading our technology and modernizing the plant and machineries are significant which could
substantially affect our finances and operations

19. Our Promoter Group Entity and Group Company is engaged in the line of business similar to our Company. There are no
non - compete agreements between our Company and such entity. We cannot assure that our Promoter will not favour the
interests of such entity over our interest or that the said entity will not expand, which may increase our competition and may
adversely affect business operations and financial condition of our Company.

Our Promoter Group and Group Company, SM Autovision Private Limited is presently engaged in the similar line of business as of
our Company. We have not entered into any non-compete agreement with the said entity. We cannot assure that our Promoter who
has common interest in said entity will not favour the interest of the said entity. As a result, conflict of interests can arise on account
of common suppliers/customers and in allocating business opportunities amongst our Company and our Promoter Group Company
in circumstances where our respective interests diverge. In cases of conflict, our Promoter may favour other entity/entities in which
our Promoter has interests. There can be no assurance that our Promoter or our Promoter Group entities or members of the Promoter
Group will not compete with our existing business or any future business that we may undertake or that their interests will not
conflict with ours. Any such present and future conflicts could have a material adverse affect on our reputation, business, results of
operations and financial condition which may adversely affect our profitability and results of operations. For further details, please
refer to Chapter titled “Our Group Company” on Page 214 of this Draft Prospectus.

20. Our insurance coverage may not be adequate to protect us against certain operating hazards and this may have a material
adverse affect on our business.

Our business involves many risks and hazards which may affect our profitability, including breakdowns, failure or substandard
performance of equipment, third party liability claims, labour disturbances and infrastructure failure. Our company has obtained
insurance coverage in respect of certain risks which consists of Standard Fire and Special Perils Policy for all our three
manufacturing units and vehicle insurances. However, we have not taken machinery breakdown policy, burglary insurance, goods in
transit, cash in transit, Directors and Officers Liability insurance, keyman insurance (except for Mr. Mukund Narayan Kulkarni) or
workman compensation policies. If any uncertainty arises including losses arising on account of third party claims or if claim made
by us in respect of an insurance, is not accepted or any loss occurred by us is in excess of the insurance coverage, the same may
adversely affect our operation, results and financials. If our arrangements for insurance or indemnification are not adequate to cover

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claims, we may be required to make substantial payments and our results of operations and financial condition may be affected. For
further information, see the section titled “Our Business” on page 95 of this Draft Prospectus.

21. Our operations are subject to high working capital requirements. Our inability to maintain an optimal level of working
capital required for our business may impact our operations adversely.

Our business requires significant amount of working capital and major portion of our working capital is utilized towards debtors,
and inventories. As on June 30, 2019, we have been sanctioned cash credit facility of Rs. 550 lacs and long term working capital
loan of Rs. 500 lakhs from TJSB Sahakari Bank Limited. Our growing scale and expansion, if any, may result in increase in the
quantum of current assets. Our inability to maintain sufficient cash flow, credit facility and other sourcing of funding, in a timely
manner, or at all, to meet the requirement of working capital or pay out debts, could adversely affect our financial condition and
result of our operations.

22. We have not received consent of our lenders for undertaking the initial public offer of equity shares.

As on the date of this Draft Prospectus, we have applied for NOC for the Proposed Issue from one of our lender, SIDBI but we are
yet to receive NOC from the said lender. However, our Company intends to obtain the necessary consent & NOC in relation to the
proposed issue from such lender prior to the filing of the Prospectus with the RoC. Undertaking the proposed issue without
obtaining such lender consent & NOC may constitute a default under such loan agreement, which could impact our loan facilities
and may have an effect on our financial condition and results of operations.

23. Delays or defaults in client payments could affect our operations.

We may be subject to working capital risks due to delays or defaults in payment by clients, which may restrict our ability to procure
raw materials and make payments when due. In addition, any delay or failure on our part to supply the required quantity or quality
of products, within the time stipulated by our agreements, to our customers may in turn cause delay in payment or refusal of
payment by the customer. We typically extend credit terms to our large institutional and other customers. Such defaults/delays by
our customers in meeting their payment obligations to us may have a material effect on our business, financial condition and results
of operations.

24. Failure to effectively manage labour or failure to ensure availability of sufficient labour could affect the business operations
of the Company.

Our business activities are dependent on availability of skilled and unskilled labour. Non-availability of labour at any time or any
disputes with them may affect our production schedule and timely delivery of our products to customers which may adversely affect
our business and result of operations. Though we have not faced any labour problem in the past we cannot assure that we will not
experience disruptions to our operations due to disputes or other problems with our work force, which may lead to strikes, lock- outs
or increased wage demands. Such issues could have adverse affect on our business, and results of operations.

25. We have incurred loss in recent financial years.

We incurred a net loss of ₹ 173.11 lakhs for F.Y. 2016-17, as per our Restated Consolidated Financial Information. We cannot
assure you that we will not incur losses in future. For further details, see “Financial Information” beginning on page 133 of this
Draft Prospectus.

26. Our net cash flows from operating, investing and financing activities have been negative in some years in the past. Any
negative cash flow in the future may affect our liquidity and financial condition.

Our cash flow from our operating, investing and financing activities have been negative in the past. Following are the details of our
cash flow position during the last three financial years and half year ended on June 30, 2019 based on restated Consolidated
financial statements:-
(Rs. in lacs)
Particulars For the year/period ended
30.06.2019 31.03.2019 31.03.2018 31.03.2017
Net cash flow from/ (used in) Operating activities (19.24) 225.02 589.16 491.78

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SM Auto Stamping Limited

For details, please see the chapter titled “Financial Information of the Company” on page 133 of this Draft Prospectus. Any
negative cash flows in the future could adversely affect our results of operations and consequently our revenues, profitability and
growth plans.

27. Our Group Company, SM Autovision Private Limited have incurred losses in F.Y. 2016-17 and any operating losses in the
future could adversely affect the results of operations and financial conditions of our group company.

The details of profit and loss (based on Audited financials) of our Group Company, SM Autovision Private Limited in past years are
mentioned as follows:
(Rs. in lacs)
Company Profit/ (Loss) for the year ended on
March 31, 2019 March 31, 2018 March 31, 2017
SM Autovision Private Limited
104.52 22.53 (176.94)

Any operating losses by our Group Company could adversely affect the overall operations of the group and financial conditions. For
more information, regarding the Companies, please refer chapter titled “Our Group Company” beginning on page 214 of this Draft
Prospectus.

28. We have incurred substantial indebtedness which exposes us to various risks which may have an adverse affect on our
business and results of operations

Our ability to borrow and the terms of our borrowings will depend on our financial condition, the stability of our cash flows, general
market conditions, economic and political conditions in the markets where we operate and our capacity to service debt. As on June
30, 2019, our total outstanding indebtedness was ₹ 1196.47 lakhs.

Our significant indebtedness results in substantial amount of debt service obligations which could lead to:

1. increasing our vulnerability to general adverse economic, industry and competitive conditions;
2. limiting our flexibility in planning for, or reacting to, changes in our business and the industry;
3. affecting our credit rating;
4. limiting our ability to borrow more money both now and in the future; and
5. increasing our interest expenditure and adversely affecting our profitability.

If the loans are recalled on a short notice, we may be required to arrange for funds to fulfil the necessary requirements. The
occurrence of these events may have an adverse affect on our cash flow and financial conditions of the company. For further details
regarding our indebtedness, see “Statement of Financial Indebtedness” on page 184 of this Draft Prospectus.

29. Our Company has taken unsecured loans that may be recalled by the lenders at any time and our Company may not have
adequate working capital to make timely payments or at all.

Our Company has availed unsecured loans which may be recalled by its lenders at any time. As on June 30, 2019, such loans
amounted to Rs. 101.24 lacs. In the event that any lender seeks a repayment of any such loan, our Company would need to find
alternative sources of financing, which may not be available on commercially reasonable terms, or at all. As a result, any such
demand may materially affect our business, cash flows, financial condition and results of operations. For further details, please see
the section entitled “Statement of Financial Indebtedness” on page 184 of this Draft Prospectus.

30. Loans availed by Our Company has been secured on personal/corporate guarantees of our Director and Group Company.
Our business, financial condition, results of operations, cash flows and prospects may be adversely affected in case of
invocation of any personal guarantees provided by our Directors or Group Company.

Our Promoters & Directors, Mr. Suresh Fegde, Mrs. Alka Mukund Kulkarni and Mr. Mukund Narayan Kulkarni has provided
personal guarantee to secure a significant portion of our existing borrowings taken from TJSB Sahakari Bank Limited and SIDBI,
and may continue to provide such guarantees and other security post listing. In case of a default under our loan agreements, any of

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the personal/corporate guarantees provided by the aforesaid may be invoked which could negatively impact their reputation and net
worth. Also, we may face certain impediments in taking decisions in relation to our Company, which in turn would result in a
material adverse affect on our financial condition, business, results of operations and prospects and would negatively impact our
reputation. We may also not be successful in procuring alternate guarantees/ alternate security satisfactory to the lenders, as a result
may need to repay outstanding amounts under such facilities or seek additional sources of capital, which could affect our financial
condition and cash flows. For further details regarding loans availed by our Company, please refer “Statement of Financial
Indebtedness” on page 184 of this Draft Prospectus.

31. The Promoters and Directors hold Equity Shares in Our Company and are therefore interested in the Company's
performance in addition to their remuneration and reimbursement of expenses.

Our Directors (including our Promoters) are interested in our Company, in addition to regular remuneration or benefits and
reimbursement of expenses, to the extent of their shareholding in our Company or their relatives, dividend entitlement, or loans
advanced and personal guarantee, provided by them for the Company, and benefits deriving from the directorship in our Company.
There can be no assurance that our Promoters will exercise their rights as shareholders to the benefit and best interest of our
Company. Our Promoters will continue to exercise significant control over us, including being able to control the composition of
our Board of Directors and determine decisions requiring simple or special majority voting of shareholders, and our other
shareholders may be unable to affect the outcome of such voting. Our Promoters may take actions with respect to our business
which may conflict with the best interests of the Company or that of minority shareholders. For further information, please refer to
the chapters/section titled “Our Business”, “Our Promoter and Promoter Group” and “Annexure XXXIV - Related Party
Transactions”, beginning on pages 95, 127 and 172 respectively of this Draft Prospectus.

32. Obsolescence, destruction, theft, breakdowns of our major plants or machineries or failures to repair or maintain the same
may affect our business, cash flows, financial condition and results of operations

Obsolescence, destruction, theft or breakdowns of our major plants or machineries may significantly increase our machineries
purchase cost and the depreciation of our plants and machineries, as well as change the way our management estimates the useful
life of our plants and machineries. In such cases, we may not be able to acquire new plants or machineries or repair the damaged
plants or machineries in time or at all, particularly where our plants or machineries are not readily available from the market or
require services from original machinery manufacturers. Some of our major machineries or parts may be costly to replace or repair.
We may experience significant price increases due to supply shortages, inflation, transportation difficulties or unavailability. Such
obsolescence, destruction, theft, breakdowns, repair or maintenance failures or price increases may not be adequately covered by the
insurance policies availed by our Company and may have an affect our business, cash flows, financial condition and results of
operations For further details of our Plant and Machineries, please refer to chapter titled “Our Business” beginning on page 95 of
the Draft Prospectus.

33. We may not be able to sustain affective implementation of our business and growth strategy.

The success of our business will largely depend on our ability to effectively implement our business and growth strategy. In the past
we have generally been successful in execution of our business but there can be no assurance that we will be able to execute our
strategy on time and within the estimated budget in the future. If we are unable to implement our business and growth strategy, this
may have an adverse affect on our business, financial condition and results of operations.

34. We could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could adversely
affect our financial condition, results of operations and reputation.

Employee misconduct or errors could expose us to business risks or losses, including regulatory sanctions and serious harm to our
reputation. There can be no assurance that we will be able to detect or deter such misconduct. Moreover, the precautions we take to
prevent and detect such activity may not be affective in all cases. Our employees may also commit errors that could subject us to
claims and proceedings for alleged negligence, as well as regulatory actions on account of which our business, financial condition,
results of operations and goodwill could be adversely affected.

35. Excessive dependence on TJSB Sahakari Bank Limited for obtaining financial facilities.

Most of our fund based and non fund based financial assistance has been sanctioned by TJSB Sahakari Bank Limited. We have been
sanctioned the financial assistance on the security of assets and personal guarantee of our Directors. Any default under such

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SM Auto Stamping Limited

arrangement or non renewal or renewal of the sanction on adverse term with such lender may result into difficulty in arranging of
funds for re-payment and may also adversely affect our operations and financials. For further details on the Cash Credit Limits and
other banking facilities, please see“Statement of Financial Indebtedness”on page 184 of this Draft Prospectus.
36. We have not identified any alternate source of funding and hence any failure or delay on our part to mobilize the required
resources or any shortfall in the Issue proceeds may delay the implementation schedule.

The proposed fund requirement for our working capital needs, as detailed in the section titled "Objects of the Issue" is to be funded
from the proceeds of this Issue. We have not identified any alternate source of funding and hence any failure or delay on our part to
mobilize the required resources or any shortfall in the Issue proceeds may delay the implementation schedule. We therefore, cannot
assure that we would be able to execute our future plans/strategy within the given timeframe. For details, please refer to the Chapter
titled “Objects of the Issue” beginning on page 77 of this Draft Prospectus.

37. We are subject to the restrictive covenants of banks in respect of the Loans/ Credit Limits and other banking facilities
availed from them.

Our financing arrangements contain restrictive covenants whereby we are required to obtain approval from our lender, regarding,
among other things such as major changes in share capital, management, changes in fixed assets, creation of any other charge,
undertake any guarantee obligation etc. There can be no assurance that such consents will be granted or that we will be able to
comply with the financial covenants under our financing arrangements. In the event we breach any financial or other covenants
contained in any of our financing arrangements, we may be required under the terms of such financing arrangements to immediately
repay our borrowings either in whole or in part, together with any related costs. This may adversely impact our results of operations
and cash flows.

For further details on the Cash Credit Limits and other banking facilities, please see “Statement of Financial Indebtedness” on
page 184 of the Draft Prospectus.

38. Any Penalty or demand raised by statutory authorities in future will affect our financial position of the Company.

Our Company is engaged in business of manufacturing of metal stamping components, which attracts tax liability such as Goods
and Service tax, Income tax, and professional tax as per the applicable provisions of Law. We are also subject to the labour laws like
depositing of contributions with Provident Fund and Employee State Insurance. Any demand or penalty raised by the concerned
authority in future for any previous year and current year will affect the financial position of the Company.

39. The Objects of the Issue for which funds are being raised, are based on our management estimates and have not been
appraised by any bank or financial institution or any independent agency.

The deployment of funds will be entirely at our discretion, based on the parameters as mentioned in the chapter titles “Objects of the
Issue”. The fund requirement and deployment, as mentioned in the “Objects of the Issue” on page 77 of this Draft Prospectus is
based on the estimates of our management and has not been appraised by any bank or financial institution or any other independent
agency. These fund requirements are based on our current business plan. We cannot assure that the current business plan will be
implemented in its entirety or at all. In view of the highly competitive and dynamic nature of our business, we may have to revise
our business plan from time to time and consequently these fund requirements. The deployment of the funds as stated under chapter
“Objects of the Issue” is at the discretion of our Board of Directors and is not subject to monitoring by any external independent
agency. Further, we cannot assure that the actual costs or schedule of implementation as stated under chapter “Objects of the Issue”
will not vary from the estimated costs or schedule of implementation. Any such variance may be on account of one or more factors,
some of which may be beyond our control. Occurrence of any such event may delay our business plans and/or may have an adverse
bearing on our expected revenues and earnings.

40. Information relating to our production capacities and the historical capacity utilization of our production facilities included
in this Draft Prospectus is based on certain assumptions and has been subjected to rounding off, and future production and
capacity utilization may vary.

Information relating to our production capacities and the historical capacity utilization of our production facilities included in this
Draft Prospectus is based on various assumptions and estimates of our management, including proposed operations, assumptions
relating to availability and quality of raw materials and assumptions relating to operational efficiencies. Actual production levels
and utilization rates may differ significantly from the estimated production capacities or historical estimated capacity utilization

37
SM Auto Stamping Limited

information of our facilities. Undue reliance should therefore not be placed on our production capacity or historical estimated
capacity utilization information for our existing facilities included in this Draft Prospectus. For further information, see the section
titled “Our Business” on page 95 of this Draft Prospectus.
41. Our ability to pay any dividends will depend upon future earnings, financial condition, cash flows, working capital
requirements and capital expenditures.

We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result, we may not
declare dividends in the foreseeable future. Any future determination as to the declaration and payment of dividends will be at the
discretion of our Board of Directors and will depend on factors that our Board of Directors deem relevant, including among others,
our results of operations, financial condition, cash requirements, business prospects and any other financing arrangements.
Accordingly, realization of a gain on shareholders investments may largely depend upon the appreciation of the price of our Equity
Shares. There can be no assurance that our Equity Shares will appreciate in value. For details of our Dividend history refer to the
Section “Dividend Policy” on page 132 of the Draft Prospectus.

42. There is no monitoring agency appointed by Our Company to monitor the utilization of the Issue proceeds.

As per SEBI (ICDR) Regulations, 2018, as amended, appointment of monitoring agency is required only for Issue size above
`10,000.00 Lacs. Hence, we have not appointed any monitoring agency to monitor the utilization of Issue proceeds. However, the
audit committee of our Board will monitor the utilization of Issue proceeds in terms of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Further, our Company shall inform about material deviations in the utilization of Issue proceeds
to the stock exchange and shall also simultaneously make the material deviations / adverse comments of the audit committee public.

43. Our Promoters and the Promoter Group will jointly continue to retain majority shareholding in our Company after the
issue, which will allow them to determine the outcome of the matters requiring the approval of shareholders.

Our promoters along with the promoter group will continue to hold collectively 73.12% of the Equity share capital of the company.
As a result of the same, they will be able to exercise significant influence over the control of the outcome of the matter that requires
approval of the majority shareholders vote. Such a concentration of the ownership may also have the affect of delaying, preventing
or deterring any change in the control of our company. In addition to the above, our promoters will continue to have the ability to
take actions that are not in, or may conflict with our interest or the interest of some or all of our minority shareholders, and there is
no assurance that such action will not have any adverse affect on our future financials or results of operations.

44. We may require further equity issuance, which will lead to dilution of equity and may affect the market price of our Equity
Shares or additional funds through incurring debt to satisfy our capital needs, which we may not be able to procure and any
future equity offerings by us.

Our growth is dependent on having a strong balance sheet to support our activities. In addition to the IPO Proceeds and our
internally generated cash flow, we may need other sources of financing to meet our capital needs which may include entering into
new debt facilities with lending institutions or raising additional equity in the capital markets. We may need to raise additional
capital from time to time, dependent on business conditions. The factors that would require us to raise additional capital could be
business growth beyond what the current balance sheet can sustain; additional capital requirements imposed due to changes in
regulatory regime or significant depletion in our existing capital base due to unusual operating losses. Any fresh issue of shares or
convertible securities would dilute existing holders, and such issuance may not be done at terms and conditions, which are
favourable to the then existing shareholders of our Company. If our Company decides to raise additional funds through the
incurrence of debt, our interest obligations will increase, and we may be subject to additional covenants, which could further limit
our ability to access cash flows from our operations. Such financings could cause our debt to equity ratio to increase or require us to
create charges or liens on our assets in favour of lenders. We cannot assure you that we will be able to secure adequate financing in
the future on acceptable terms, in time, or at all. Our failure to obtain sufficient financing could result in the delay or abandonment
of our expansion plans. Our business and future results of operations may be affected if we are unable to implement our expansion
strategy.

Any future issuance of Equity Shares by our Company may dilute shareholding of investors in our Company; and hence affect the
trading price of our Company‘s Equity Shares and its ability to raise capital through an issue of its securities. In addition, any
perception by investors that such issuances or sales might occur could also affect the trading price of our Company’s Equity Shares.
Additionally the disposal, pledge or encumbrance of Equity Shares by any of our Company‘s major shareholders, or the perception
that such transactions may occur may affect the trading price of the Equity Shares. No assurance may be given that our Company

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SM Auto Stamping Limited

will not issue Equity Shares or that such shareholders will not dispose of, pledge or encumber their Equity Shares in the future.

45. The Issue price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue and the
market price of our Equity Shares may decline below the issue price and you may not be able to sell your Equity Shares at or
above the Issue Price.

The issue price of the equity shares have been based on many factor and may not be indicative of the market price of our Equity
Shares after the Issue. For further information please refer the section titled “Basis for Issue Price” beginning on page 82 of the
Draft Prospectus. The market price of our Equity Shares could be subject to significant fluctuations after the Issue, and may decline
below the Issue Price. We cannot assure you that you will be able to sell your Equity Shares at or above the Issue Price.

46. Investors other than retail (including non-institutional investors and Corporate Bodies) are not permitted to withdraw or
lower their Bids (in terms of quantity of Equity Shares or the Amount) at any stage after submitting an Application.

Pursuant to the SEBI ICDR Regulations, Investors other than retail (including non-institutional investors and Corporate Bodies) are
not permitted to withdraw or lower their Application (in terms of quantity of Equity Shares or the Amount) at any stage after
submitting an Application. While our Company is required to complete Allotment pursuant to the issue within six Working Days
from the issue Closing Date, events affecting the Applicants decision to invest in the Equity Shares, including material adverse
changes in international or national monetary policy, financial, political or economic conditions, our business, results of operation or
financial condition, may arise between the date of submission of the Application and Allotment. Our Company may complete the
Allotment of the Equity Shares even if such events occur, and such events limit the applicant’s ability to sell the Equity Shares
Allotted pursuant to the issue or cause the trading price of the Equity Shares to decline on listing.

47. Certain data mentioned in this Draft Prospectus has not been independently verified.

We have not independently verified data from industry publications contained herein and although we believe these sources to be
reliable, we cannot assure that they are complete or reliable. Such data may also be produced on a different basis from comparable
information compiled with regard to other countries. Therefore, discussions of matters relating to India and its economy are subject
to the limitation that the statistical and other data upon which such discussions are based have not been verified by us and may be
incomplete or unreliable.

EXTERNAL RISK FACTORS

48. Our business is dependent on the Indian economy.

The performance and growth of our business are necessarily dependent on economic conditions prevalent in India, which may be
materially and adversely affected by centre or state political instability or regional conflicts, a general rise in interest rates, inflation,
and economic slowdown elsewhere in the world or otherwise. There have been periods of slowdown in the economic growth of
India. India’s economic growth is affected by various factors including domestic consumption and savings, balance of trade
movements, namely export demand and movements in key imports (oil and oil products), global economic uncertainty and liquidity
crisis, volatility in exchange currency rates and annual rainfall which affects agricultural production. Any continued or future
slowdown in the Indian economy or a further increase in inflation could have a material adverse affect on the price of our raw
materials and demand for our products and, as a result, on our business and financial results. The Indian financial market and the
Indian economy are influenced by economic and market conditions in other countries, particularly in emerging market in Asian
countries. Financial turmoil in Asia, Europe, the U.S. and elsewhere in the world in recent years has affected the Indian economy.
Although economic conditions are different in each country, investors’ reactions to developments in one country can have adverse
affects on the securities of companies in other countries, including India. A loss in investor confidence in the financial systems of
other emerging markets may cause increased volatility in Indian financial markets and, indirectly, in the Indian economy in general.
Any worldwide financial instability, including the financial crisis and fluctuations in the stock markets in China and further
deterioration of credit conditions in the U.S. or European markets, could also have a negative impact on the Indian economy.
Financial disruptions may occur again and could harm our business and financial results.

49. Regional hostilities, terrorist attacks, communal disturbances, civil unrest and other acts of violence or war involving India
and other countries may result in a loss of investor confidence and adversely affect the financial markets and our business.

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SM Auto Stamping Limited

Terrorist attacks, civil unrest and other acts of violence or war may negatively affect the Indian markets on which our Equity Shares
will trade and also adversely affect the worldwide financial markets. In addition, the Asian region has from time to time experienced
instances of civil unrest and hostilities among neighboring countries. Hostilities and tensions may occur in the future and on a wider
scale. Military activity or terrorist attacks in India, may result in investor concern about stability in the region, which may adversely
affect the price of our Equity Shares. Events of this nature in the future, as well as social and civil unrest within other countries in
the world, could influence the Indian economy and could have an adverse affect on the market for securities of Indian companies,
including our Equity Shares.

50. Changing laws, rules and regulations and legal uncertainties in India, including adverse application of tax laws and
regulations, may adversely affect our business and financial performance.

Our business and financial performance could be adversely affected by changes in law or interpretations of existing, or the
promulgation of new, laws, rules and regulations in India applicable to us and our business. For further details please refer to the
chapter “Government and Other Approvals” on page 209 for details of the laws currently applicable to us. There can be no
assurance that the central or the state governments in India may not implement new regulations and policies which will require us to
obtain approvals and licenses from the central or the state governments in India and other regulatory bodies or impose onerous
requirements and conditions on our operations. Any such changes and the related uncertainties with respect to the implementation of
the new regulations may have a material adverse affect on all our business, financial condition and results of operations. In addition,
we may have to incur capital expenditures to comply with the requirements of any new regulations, which may also materially harm
our results of operations. For instance, the Government has proposed a comprehensive national goods and services tax (“GST”)
regime that will combine taxes and levies by the Central and state Governments into a unified rate structure. Given the limited
availability of information in the public domain concerning the GST, we are unable to provide any assurance as to the tax regime
following implementation of the GST. The implementation of this new structure may be affected by any disagreement between
certain state Governments, which could create uncertainty. Any such future amendments may affect our overall tax efficiency, and
may result in significant additional taxes becoming payable.

51. Instability in financial markets could materially and adversely affect our results of operations and financial condition.

The Indian economy and financial markets are significantly influenced by worldwide economic, financial and market conditions.
Any financial turmoil, especially in the United States of America or Europe, may have a negative impact on the Indian economy.
Although economic conditions differ in each country, investors’ reactions to any significant developments in one country can have
adverse affects on the financial and market conditions in other countries. A loss in investor confidence in the financial systems,
particularly in other emerging markets, may cause increased volatility in Indian financial markets. The global financial turmoil, an
outcome of the sub-prime mortgage crisis which originated in the United States of America, led to a loss of investor confidence in
worldwide financial markets. Indian financial markets have also experienced the contagion affect of the global financial turmoil,
evident from the sharp decline in SENSEX, BSE’s benchmark index. Any prolonged financial crisis may have an adverse impact on
the Indian economy and us, thereby resulting in a material and adverse affect on our business, operations, financial condition,
profitability and price of our Equity Shares.

52. Natural calamities could have a negative impact on the Indian economy and cause Our Company’s business to suffer.

India has experienced natural calamities such as earthquakes, tsunami, floods etc. In recent years, the extent and severity of these
natural disasters determine their impact on the Indian economy. Prolonged spells of abnormal rainfall or other natural calamities
could have a negative impact on the Indian economy, which could adversely affect our business, prospects, financial condition and
results of operations as well as the price of the Equity Shares.

53. Government regulation of foreign ownership of Indian securities may have an adverse affect on the price of the Equity
Shares.

Foreign ownership of Indian securities is subject to government regulation. Under foreign exchange regulations currently in affect in
India, transfer of shares between non residents and residents are freely permitted(subject to certain exceptions) if they comply with
the pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred,
is not in compliance with such pricing guidelines or reporting requirements or fall under any of the exceptions referred to above,
then the prior approval of the RBI will be required. Additionally, shareholders who seek to convert the rupees proceeds from the
sale of shares in India into foreign currency and repatriate that foreign currency from India will require a no objection/ tax clearance
certificate from the Income Tax authorities. There can be no assurance that any approval required from the RBI or any other

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SM Auto Stamping Limited

government agency can be obtained.

54. If certain labour laws become applicable to us, our profitability may be adversely affected.

India has stringent labour legislations that protect the interests of workers, including legislation that sets forth detailed procedures
for dispute resolution and employee removal and legislation that imposes certain financial obligations on employers upon
retrenchment. Any change or modification in the existing labour laws may affect our flexibility in formulating labour related
policies.

55. Our performance is linked to the stability of policies and the political situation in India.

The Government of India has traditionally exercised, and continues to exercise, a significant influence over many aspects of the
economy. Our business, and the market price and liquidity of our Equity Shares, may be affected by interest rates, changes in
government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting India. Since
1991, successive Indian governments have pursued policies of economic liberalization and financial sector reforms. The current
Government has announced its general intention to continue India’s current economic and financial sector liberalization and
deregulation policies. However there can be no assurance that such policies will be continued and a significant change in the
government’s policies in the future could affect business and economic conditions in India and could also adversely affect our
business, prospects, financial condition and results of operations.

Any political instability in India may adversely affect the Indian securities markets in general, which could also adversely affect the
trading price of our Equity Shares. Any political instability could delay the reform of the Indian economy and could have a material
adverse affect on the market for our Equity Shares. There can be no assurance to the investors that these liberalization policies will
continue under the newly elected government. Protests against privatization could slow down the pace of liberalization and
deregulation. The rate of economic liberalization could change, and specific laws and policies affecting companies in the industrial
equipment manufacturing sectors, foreign investment, currency exchange rates and other matters affecting investment in our
securities could change as well. A significant change in India’s economic liberalization and deregulation policies could disrupt
business and economic conditions in India and thereby affect our business.

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SM Auto Stamping Limited

SECTION IV - INTRODUCTION

THE ISSUE

PRESENT ISSUE IN TERMS OF THIS DRAFT PROSPECTUS

Equity Shares Offered through Public Issue(1) 38,40,000 Equity Shares aggregating up to Rs. [●] lakhs
Of which:
Issue Reserved for the Market Makers [●]Equity Shares aggregating up to Rs. [●] lakhs
Net Issue to the Public(2) [●]Equity Shares aggregating up to Rs. [●] lakhs
Of which
At least [●]Equity Shares aggregating up to Rs. [●] lakhswill be
A. Retail Individual Investors
available for allocation to Retail Individual Investors (a).
Not more than [●] Equity Shares aggregating up to Rs. [●] lakhs will be
B. Other than Retail Individual Investors
available for allocation to investors other than Retail Individual
(including Non- Institutional Investors and Qualified
Investors including Non- Institutional Investors and Qualified
Institutional Buyers)
Institutional Buyers(b).
Pre and Post – Issue Equity Shares
Equity Shares outstanding prior to the Issue 1,04,47,832 Equity Shares
Equity Shares outstanding after the Issue 1,42,87,832 Equity Shares
Please see the chapter titled “Objects of the Issue” on page 77 of this
Use of Net Proceeds by our Company
Draft Prospectus.

(1)
Public issue of 38,40,000 Equity Shares face value of Rs.10.00 each for cash at a price of Rs. [●] per Equity Share of our
Company aggregating to Rs. [●] Lakhs. This issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as
amended from time to time. For further details please refer to section “Issue Structure”beginning on page 234 of this Draft
Prospectus.

The present Issue has been authorized by our Board pursuant to a resolution passed at its meeting held on December 20, 2019, and
by our Equity Shareholders pursuant to a special resolution passed pursuant to Section 62(1)(c) of the Companies Act, 2013 at the
extraordinary general meeting held on December 21, 2019.

Since present issue is a fixed price issue, the allocation in the net offer to the public category in terms of Regulation 253 of the SEBI
(ICDR) Regulations, 2018 shall be made as follows:
(a)
Retail Individual Investors will be allocated not less than fifty (50) percent; and
(b)
Non-Institutional investors and qualified institutional buyers will be allocated not more than fifty (50) percent

Note: If the retail individual investor category is entitled to more than the allocated portion on proportionate basis, accordingly
the retail individual investors shall be allocated that higher percentage.

For further details regarding the Issue Structure and Procedure, please refer to the chapters titled “Issue Structure” and “Issue
Procedure” beginning on pages 234 and 236 respectively of this Draft Prospectus.

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SM Auto Stamping Limited

SECTION IV - SUMMARY OF OUR FINANCIALS

ANNEXURE - I

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES AS RESTATED

(Amt. in Lakhs)
Particulars Annexure As at June 30, As at March 31st
No. 2019 2019 2018 2017

EQUITY AND LIABILITIES

Shareholders Funds
a. Share Capital V 130.60 130.60 130.60 130.60
b. Reserves & Surplus VI 1008.41 990.02 724.62 640.62
c. Preference Shares issues by Subsidiary
114.00 114.00 114.00 114.00
Company
d. Minority Interest 93.45 92.52 51.16 61.58
Share Application Money Pending Allotment - - - -

Non Current Liabilities

a. Long Term Borrowings VII 803.72 818.33 969.86 1,409.26
b. Deferred Tax Liabilities VIII - - 70.67 56.16
c. Other Long term liabilities IX 69.07 58.81 69.76 74.99
d. Long Term Provisions X 81.45 69.21 54.83 37.36

Current Liabilities
a. Short Term Borrowings XI 1,027.10 964.95 787.25 823.48
b. Trade Payables XII 1,184.18 1,411.79 1,663.78 1,261.52
c. Other Current Liabities XIII 579.76 560.15 568.77 569.06
d. Short Term Provisions XIV 102.70 121.79 83.73 73.77
TOTAL (1+2+3+4) 5194.44 5,332.17 5,289.03 5,252.41
ASSETS
Non Current Assets
a. Fixed Assets
i. Tangible Assets XV 4,110.17 4,100.87 3,949.39 3,874.16
Less: Accumulated Depreciation 1,777.60 1,723.02 1,495.50 1,267.34
ii. Intangible Assets 2.04 2.29 0.96 3.39
iii. Intangible Assets under development - - - -
iv. Capital Work in Progress 31.21 31.28 - 2.71
Net Block XV 2,365.82 2,411.42 2,454.85 2,612.92
b. Deferred Tax Assets (Net) VIII 27.44 34.24 - -
c. Non-current Investments XVI 5.30 5.30 5.25 5.25
d. Long Term Loans & Advances XVII 33.79 32.42 79.07 40.73
e.Other non-current assets XVIII - - - -

Current Assets
a. Inventories XIX 1,001.38 1,040.77 975.06 1,149.63
b. Trade Receivables XX 1,464.64 1,548.54 1,448.85 1,032.31
c. Cash and Cash Equivalents XXI 19.46 19.06 28.33 40.18
d. Short Term Loans & Advances XXII 107.56 102.11 72.24 159.29
e. Other Current Assets XXIII 169.05 138.31 225.38 212.09
TOTAL (5+6) 5194.44 5,332.17 5,289.03 5,252.40

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SM Auto Stamping Limited

ANNEXURE – II

CONSOLIDATED STATEMENT OF PROFIT AND LOSS AS RESTATED

(Amt. in Lakhs)

For 3 months For the Year Ended March 31 st

Annexure
Particulars ended June 30,
Sr. No. No.
2019 2019 2018 2017
A INCOME
Revenue from Operations XXIV 1,827.05 7,530.53 6,335.07 5,083.48
Other Income XXV 34.26 99.56 254.67 252.82
Total Income (A) 1,861.31 7,630.09 6,589.74 5,336.30

B EXPENDITURE
Cost of materials consumed XXVI 1,351.26 5,623.46 4,710.42 3,812.40
Cost of trading goods XXVII - - - -
Changes in inventories of finished
goods, traded goods and work-in- XXVIII 55.57 (10.38) 174.18 (27.23)
progress
Employee benefit expenses XXIX 173.66 705.21 552.66 475.44
Finance costs XXX 51.54 221.45 268.98 340.64
Depreciation and amortisation
XV 54.84 228.58 230.82 253.20
expense
Other Expenses XXXI 141.54 607.59 542.03 607.71
Total Expenses (B) 1,828.41 7,375.91 6,479.09 5,462.16
C Profit before tax 32.90 254.18 110.65 (125.86)

Tax expense :
(i) Current tax XXXIII 6.78 52.33 22.56 18.93
(ii) Deferred tax VIII 6.80 (104.91) 14.50 31.89
(iii) MAT credit - - - -
E Total Tax Expense 13.58 (52.58) 37.06 50.82

Net profit/(loss) after tax , as

19.32 306.76 73.59 (176.68)
restated,before minority interest

Less: Minority share in (Profit) and

(0.93) (41.36) 10.41 3.57
loss

Net Profit and loss as restated 18.39 265.40 84.00 (173.11)

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SM Auto Stamping Limited

ANNEXURE - III
CONSOLIDATED STATEMENT OF CASH FLOW AS RESTATED

(Amt. in Lakhs.)
As at As at
As at June As at March
Particulars March 31, March 31,
30, 2019 31, 2017
2019 2018
Cash flow from operating activities:
Net Profit before tax as per Profit And Loss A/c 32.90 254.18 110.65 (125.86)
Adjusted for: - - - -
Extra-ordinary Items - - - -
Depreciation & Amortisation 54.84 228.58 230.82 253.20
Provision for Gratuity 21.65 20.44 19.39 31.27
Interest & Finance Cost 51.54 221.45 268.98 340.64
Interest income (0.24) (1.97) (1.78) (2.45)
Dividend Income (0.77) (0.83) (0.79) (1.23)
Loss / (Profit) on Sale of Assets - - (64.20) -
Other Non Operating Income (33.25) (96.75) (187.90) (249.15)

Operating Profit Before Working Capital Changes 126.67 625.10 375.17 246.42
Adjusted for (Increase)/ Decrease:
Inventories 39.39 (65.71) 174.57 21.53
Trade Receivables 83.91 (99.69) (416.54) (111.71)
Other Current assets (30.74) 87.07 (13.29) (116.05)
Loans and advances and other assets 5.20 (35.05) 113.15 17.58
Other Non Current Assets - - - -
Trade payables (227.61) (251.99) 402.26 369.47
Other Current Liabilities 19.61 (8.62) (0.29) 107.70
Short Term Provisions (23.09) 34.75 4.40 (1.33)
Other Long Term Liabilities 10.26 (10.95) (5.23) (7.90)
Long Term Provisions (7.00) (5.00) - (15.00)

Cash Generated From Operations Before Extra-Ordinary Items (3.40) 269.91 634.20 510.71
Add:- Extra-Ordinary Items
Cash Generated From Operations (3.40) 269.91 634.20 510.71
Direct Tax Paid (15.84) (44.89) (45.04) (18.93)
Net Cash Flow from/(used in) Operating Activities: (A) (19.24) 225.02 589.16 491.78
Cash Flow From Investing Activities:
Purchase of Fixed Assets (9.30) (185.16) (161.25) (108.64)
Sale of Fixed Assets 0.07 0.00 152.71 1.04
Investments & Deposits 0.00 (0.05) - (66.01)
Long Term Loans and Advances (1.38) 46.65 (38.34) (5.84)
Interest Received 0.24 1.97 1.78 2.45
Dividend Received 0.77 0.83 0.79 1.23
Other Non Operating Income 33.25 96.75 187.90 249.15

Net Cash Flow from/(used in) Investing Activities: (B) 23.65 (39.01) 143.59 73.38
Cash Flow from Financing Activities:
Proceeds From Share Capital - - - 67.00
Proceeds From Share Application Money - - - -
Securities Premium on Shares Issued - - - 2.00
Proceeds from Long Term borrowings (Net) (14.61) (151.53) (439.40) (107.19)

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SM Auto Stamping Limited

Proceeds from Short Term borrowings (Net) 62.15 177.70 (36.23) (175.03)
Interest & Financial Charges (51.55) (221.45) (268.97) (340.64)
Net Cash Flow from/(used in) Financing Activities ( C) (4.01) (195.28) (744.60) (553.86)
Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 0.40 (9.27) (11.85) 11.30
Cash & Cash Equivalents As At Beginning of the Year 19.06 28.33 40.18 28.88
Cash & Cash Equivalents As At End of the Year 19.46 19.06 28.33 40.18

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SM Auto Stamping Limited

GENERAL INFORMATION

Our Company was originally incorporated as “SM Auto Stamping Private Limited” onAugust 14, 2006 vide Registration no.
163789 (CIN: U27109MH2006PTC163789) under the provisions of the Companies Act, 1956 with the Registrar of Companies,
Mumbai. Further, pursuant to Special Resolution passed by the shareholders at the Extra Ordinary General Meeting held on
December 05, 2019, our company was converted into a Public Limited Company and consequently the name of our Company was
changed from “SM Auto Stamping Private Limited” to “SM Auto Stamping Limited” vide a fresh Certificate of Incorporation dated
December 19, 2019 issued by the Registrar of Companies, Mumbai. The Corporate Identification Number of our Company post
conversion is U27109MH2006PLC163789.

Mr. Mukund Narayan Kulkarni and Mr.Suresh Gunwant Fegde were the initial subscribers to the Memorandum of Association of
our Company.

For further details please refer to chapter titled “History and Certain Corporate Matters” beginning on page 112 of this Draft
Prospectus.

Registered Office

J-41, MIDC, Ambad Nashik-422010, Maharashtra, India

Tel. No.+91-0253-6621106 / 107
E-mail: [email protected]
Website: www.smautostamping.com
Corporate Identity Number: U27109MH2006PLC163789
Registration Number: 163789

Address of the RoC

Registrar of Companies, Mumbai

100, Everest, Marine Drive
Mumbai- 400002
Tel No: 022-22812627/22020295/22846954
Fax No:022-22811977
Email id:[email protected]
Website:www.mca.gov.in

Board of Directors of our Company

The Board of Directors of our Company as on the date of filing of this Draft Prospectusconsists of:

Name Designation Address DIN

Alkund Bunglow, Krishna Colony, Shivaji
Mr. Mukund Narayan Chairman & Managing
Nagar Jail Road, Chumble Floor Mill, Nashik 00248797
Kulkarni Director
Road, Nashik – 422101, Maharashtra, India
Plot No. 9, Jay Ambe Colony, Shivaji Nagar,
Mr. Suresh Gunwant Fegde Whole Time Director Jail Road, Nashik Road, Nashik -422101, 00248850
Maharashtra, India
Alkund Bunglow, Krishna Colony, Shivaji
Mrs. Alka Mukund Kulkarni
Non-Executive Director Nagar Jail Road, Chumble Floor Mill, Nashik 06896902
Road, Nashik – 422101, Maharashtra, India
Alkund Bunglow, Krishna Colony, Shivaji
Mr.Aditya Mukund Kulkarni Non-Executive Director Nagar, Jail Road, Nashik Road, Nashik – 07092586
422101, Maharashtra, India.

47
SM Auto Stamping Limited

Mr.Prakash Gangadhar 16, Atharv, Vinayak Nagar, Wadibhokar Road,

Independent Director 07538918
Pathak Deopur, Dhule - 424002, Maharashtra, India.
Satyavilla, Near Nirmala School 12, Pramod
Mr.Sunilkumar Satyanarayan
Independent Director Nagar, Sawarkar Nagar, Gangapur Road, Nashik 08492339
Dayama
- 422013, Maharashtra, India.

For further details in relation to our Directors, please refer to chapter titled“Our Management” on page 116 of this Draft
Prospectus.

Chief Financial Officer

Mr.Suresh Govind Jagdale

SM Auto Stamping Limited
J-41, MIDC, Ambad Nashik-422010
Maharashtra, India
Tel. No.: .+91-0253-6621106 / 107
E-mail:[email protected]

Company Secretary & Compliance Officer

Mrs. Priya Anuj Khadilkar

SM Auto Stamping Limited
J-41, MIDC, Ambad Nashik-422010,
Maharashtra, India
Tel. No.: +91-0253-6621106 / 107
E-mail:[email protected]

Investor Grievances

Investorscan contact the Company Secretary and Compliance Officer, the LM or the Registrar to the Issue in case of any
pre-Issue or post-Issue related problems, such as non-receipt of letters of Allotment, noncredit of Allotted Equity Shares in
the respective beneficiary account, non-receipt of refund orders and non-receipt of funds by electronic mode.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the relevant Designated
Intermediary with whom the ASBA Form was submitted. The Applicant should give full details such as name of the sole or first
Applicant, ASBA Form number, Applicant DP ID, Client ID, PAN, date of the ASBA Form, details of UPI IDs(if applicable),
address of the Applicant, number of Equity Shares applied for and the name and address of the Designated Intermediary where the
ASBA Form was submitted by the ASBA Applicant.

Further, the investors shall also enclose the Acknowledgment Slip from the Designated Intermediaries in addition to the
documents/information mentioned hereinabove.

All grievances relating to the Anchor Investors may be addressed to the Registrar to the Issue, giving full details such as name of the
sole or first Applicant, Bid cum Application Form number, Applicants DP ID, Client ID, PAN,date of the Anchor Investor
Application Form, address of the Applicant, number of Equity Shares applied for, Bid Amount paid on submission of the Anchor
Investor Application Form and the name and address of the relevant LM where the Anchor Investor Application Form was
submitted by the Anchor Investor. For all Issue related queries and for redressal of complaints, investors may also write to the LM.

Details of Key Intermediaries pertaining to this Issue and Our Company:

Lead Manager of the Issue Legal Advisor to the Issue

Hem Securities Limited MMJC & Associates LLP
Address: 904, A Wing, Naman Midtown, Senapati Bapat Marg, Address:- Ecstasy, 803/804, 9th Floor,
Elphinstone Road, Lower Parel,Mumbai-400013, Maharashtra, City of Joy, J.S.D Road, Mulund (West),
India Mumbai- 400 080, Maharashtra, India

48
SM Auto Stamping Limited

Tel No.:+91-22-4906 0000 Tel No.: (022) 21678100

Fax No.:+91-22-22625991 Email id: [email protected]
Email:[email protected] Contact Person: Ms. Kumudini Bhalerao
Investor Grievance Email: [email protected]
Website:www.hemsecurities.com
Contact Person: Mr. Anil Bhargava
SEBI Regn. No.:INM000010981
Registrar to the Issue Statutory Auditors
Bigshare Services Private Limited M/s. Milind M. Kulkarni and Associates
1st Floor, Bharat Tin Works Building Chartered Accountants,
Opp. Vasant Oasis, Makwana Road Address: 32, Atharva, Shramik Society, AkashwaniChawk,
Marol, Andheri (East), Mumbai 400059, India. Opp. Swami Samarth Mandir, Gangapur Road,
Telephone: +91 22 6263 8200 Nashik,Maharashtra 422013, India
Facsimile: +91 22 6263 8299 Phone : 0253-2573558
Email: [email protected] Email: [email protected]
Contact Person: Mr. Ashok Shetty Firm Registration No.: 126975W
Website: www.bigshareonline.com Contact Person: Mr. Atul Deshpande
SEBI Registration Number: INR000001385
CIN: U99999MH1994PTC076534
Bankers to the Company Bankers to the Issue
TJSB Sahakari Bank Ltd.
Address: 2, SuyojitSankul, Near Rajiv Gandhi Bhavan,
Sharanpur Road, Nasik- 422002
Phone : 0253-2575856/ 0253-2575865
Email: [email protected] [•]
Contact Person: Girish Harhare

Designated Intermediaries

Self-Certified Syndicate Banks(SCSB’s)

The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes) and updated from time to time. For details on
Designated Branches of SCSBs collecting the Bid-cum-Application Forms, refer to the above mentioned SEBI link.

Syndicate SCSB Branches

In relation to ASBA Bids submitted to a member of the Syndicate, the list of branches of the SCSBs at the Specified Locations
named by the respective SCSBs to receive deposits of Bid cum Application Forms from the members of the Syndicate is available
on the website of the SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes) and updated from time to
time. For more information on such branches collecting Bid-cum-Application Forms from the Syndicate at Specified Locations,
refer to the above mentioned SEBI link.

Registered Brokers

The list of the Registered Brokers eligible to accept ASBA forms, including details such as postal address, telephone number and e-
mail address, is provided on the website of the SEBIat(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes),
respectively, as updated from time to time.

Registrar and Share Transfer Agents

49
SM Auto Stamping Limited

The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address, telephone
number and e-mail address, is provided on the websites of SEBI
i.e(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes), respectively, as updated from time to time
Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and contact
details, is provided on the websites of BSE at (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes), as
updated from time to time.

Expert Opinion

Except the report of the Auditor on statement of special tax benefits and report on restated financials for the period ended June 30,
2019 and financial year ended March 31, 2019, 2018 and 2017 as included in this Draft Prospectus, our Company has not obtained
any expert opinion.

Inter-se Allocation of Responsibilities

Since, Hem Securities Limited is the sole Lead Manager to this Issue, a statement of inter se allocation of responsibilities among
Lead Manager is not applicable.

Monitoring Agency

Since the proceeds from the Fresh Issue do not exceed ` 1,000 million, in terms of Regulation 262(1)of the SEBI ICDR
Regulations, our Company is not required to appoint a monitoring agency for the purposes of this Issue.

Appraising Entity

None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.

Credit Rating

As this is an issue of Equity Shares, there is no credit rating for the Issue.

IPO Grading

No credit rating agency registered with SEBI has been appointed for grading the Issue.

Trustees

As this is an issue of Equity Shares, the appointment of trustees is not required.

Filing of Draft Prospectus

Pursuant to Regulation 246(5) of SEBI (ICDR) Regulations, 2018, the copy of the Draft Prospectus shall also be furnished to the
SEBI in a soft copy. However, SEBI will not issue any observation on the Draft Prospectus in terms of Regulation 246(2) of the
SEBI (ICDR) Regulations, 2018.Pursuant to SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018; a
copy of the Prospectus will be filed online through SEBI Intermediary portal at https:\\siportal.sebi.gov.in.

A copy of the Prospectus along with copy of material contracts and material documents as mentioned on page 294 of this Draft
Prospectus, will be delivered to the Registrar of Companies, Mumbai 100, Everest, Marine Drive, Mumbai- 400002, India.

WITHDRAWAL OF THE ISSUE

Our Company in consultation with the LM, reserve the right to not to proceed with the Issue at any time before the Issue Opening
Date without assigning any reason thereof.

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SM Auto Stamping Limited

If our Company withdraws the Issue anytime after the Issue Opening Date but before the allotment of Equity Shares, a public notice
within 2 (two) working days of the Issue Closing Date, providing reasons for not proceeding with the Issue shall be issued by our
Company. The notice of withdrawal will be issued in the same newspapers where the pre- Issue advertisements have appeared and
the Stock Exchange will also be informed promptly. The LM, through the Registrar to the Issue, will instruct the SCSBs to unblock
the ASBA Accounts within 1 (one) working Day from the day of receipt of such instruction.

If our Company withdraws the Issue after the Issue Closing Date and subsequently decides to proceed with an Issue of the Equity
Shares, our Company will have to file a fresh Draft Prospectus with the stock exchange where the Equity Shares may be proposed to
be listed.

Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approvals of the Stock Exchange with
respect to the Equity Shares issued through the Draft Prospectus, which our Company will apply for only after Allotment; and (ii)
the final RoC approval of the Prospectus.

UNDERWRITING

The Company and the Lead Manager to the Issue hereby confirm that the Issue will be 100% Underwritten by the Underwriter [•].

Pursuant to the terms of the Underwriting Agreement dated [•] entered into by Company, Underwriter, the obligations of the
Underwriter are subject to certain conditions specified therein. The Details of the Underwriting commitments are as under:

No. of shares Amount Underwritten % of Total Issue

Details of the Underwriter
underwritten (₹ in Lakhs) Size Underwritten

[•] [•] [•] [•]

*Includes up to [•] Equity Shares of the Market Maker Reservation Portion which are to be subscribed by the Market Maker [•] in
its own account in order to claim compliance with the requirements of Regulation 261 of the SEBI (ICDR) Regulations, 2018, as
amended.

In the opinion of the Board of Directors of our Company, the resources of the above mentioned Underwriter are sufficient to enable
them to discharge their respective obligations in full.

CHANGES IN AUDITORS DURING LAST THREE FINANCIAL YEARS

Change in Auditors during the last three (3) years

There have been no changes in our Company‘s auditors in the last three (3) years.

DETAILS OF THE MARKET MAKING ARRANGEMENT FOR THIS ISSUE

Our Company and the Lead Manager has entered into Market Making Agreement dated [] with the following Market Maker, to
fulfill the obligations of Market Making for this issue:

Name
Correspondence Address:
[•]
Tel No.:
Fax No.

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SM Auto Stamping Limited

E-mail:
Website:
Contact Person:
SEBI Registration No.:
BSE Market Maker Registration No.

The Market Maker shall fulfill the applicable obligations and conditions as specified in the SEBI (ICDR) Regulations, and its
amendments from time to time and the circulars issued by the BSE and SEBI regarding this matter from time to time.

Following is a summary of the key details pertaining to the Market making arrangement:

 The Market Maker(s) (individually or jointly) shall be required to provide a 2-way quote for 75% of the time in a day. The
same shall be monitored by the stock exchange. Further, the Market Maker(s) shall inform the exchange in advance for each
and every black out period when the quotes are not being offered by the Market Maker(s).

 The prices quoted by Market Maker shall be in compliance with the Market Maker Spread Requirements and other particulars
as specified or as per the requirements of the SME Platform of BSE and SEBI from time to time.

 The minimum depth of the quote shall be ` 1,00,000/- . However, the investors with holdings of value less than ` 1,00,000/-
shall be allowed to offer their holding to the Market Maker(s) (individually or jointly) in that scrip provided that he sells his
entire holding in that scrip in one lot along with a declaration to the effect to the selling broker.

 The Market Maker shall not sell in lots less than the minimum contract size allowed for trading on the SME Platform of BSE
(in this case currently the minimum trading lot size is [] Equity shares; however the same may be changed by the SME
Platform of BSE from time to time).

 After a period of three (3) months from the market making period, the Market Maker would be exempted to provide quote if the
Shares of Market Maker in our company reaches to 25% of Issue Size. Any Equity Shares allotted to Market Maker under this
Issue over and above 25% of Issue Size would not be taken in to consideration of computing the threshold of 25% of Issue Size.
As soon as the Shares of Market Maker in our Company reduces to 24% of Issue Size, the Market Maker will resume providing
2 way quotes.

 There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts his inventory through
market making process, BSE may intimate the same to SEBI after due verification.

 Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker(s), for the quotes given by
him.

 There would not be more than five Market Makers for a script at any point of time and the Market Makers may compete with
other Market Makers for better quotes to the investors.

 On the first day of the listing, there will be pre-opening session (call auction) and there after the trading will happen as per the
equity market hours. The circuits will apply from the first day of the listing on the discovered price during the pre-open call
auction.

 The Market maker may also be present in the opening call auction, but there is no obligation on him to do so.

 There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily/fully from the
market – for instance due to system problems, any other problems. All controllable reasons require prior approval from the
Exchange, while force-majeure will be applicable for non-controllable reasons. The decision of the Exchange for deciding
controllable and non-controllable reasons would be final

 The Market Maker(s) shall have the right to terminate said arrangement by giving a six months’ notice or on mutually
acceptable terms to the Merchant Banker, who shall then be responsible to appoint a replacement Market Maker(s) and execute
a fresh arrangement.

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SM Auto Stamping Limited

In case of termination of the above mentioned Market Making agreement prior to the completion of the compulsory Market
Making period, it shall be the responsibility of the LM to arrange for another Market Maker in replacement during the term of
the notice period being served by the Market Maker but prior to the date of releasing the existing Market Maker from its duties
in order to ensure compliance with the requirements of regulation 106 V of the SEBI (ICDR) Regulations, 2018, as amended.
Further our Company and the LM reserve the right to appoint other Market Makers either as a replacement of the current
Market Maker or as an additional Market Maker subject to the total number of Designated Market Makers does not exceed five
or as specified by the relevant laws and regulations applicable at that particulars point of time. The Market Making Agreement
is available for inspection at our office from 10.00 a.m. to 5.00 p.m. on working days.

 Risk containment measures and monitoring for Market Makers: SME portal of BSE will have all margins, which are
applicable on BSE main board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin, Special Margins
and Base Minimum Capital etc. BSE can impose any other margins as deemed necessary from time-to-time.

 Punitive Action in case of default by Market Makers: BSE SME Exchange will monitor the obligations on a real time basis
and punitive action will be initiated for any exceptions and/or non-compliances. Penalties / fines may be imposed by the
Exchange on the Market Maker, in case he is not able to provide the desired liquidity in a particular security as per the specified
guidelines. These penalties / fines will be set by the Exchange from time to time. The Exchange will impose a penalty on the
Market Maker in case he is not present in the market (offering two way quotes) for at least 75% of the time. The nature of the
penalty will be monetary as well as suspension in market making activities / trading membership. The Department of
Surveillance and Supervision of the Exchange would decide and publish the penalties / fines / suspension for any type of
misconduct/ manipulation/ other irregularities by the Market Maker from time to time.

 Price Band and Spreads: The price band shall be 20% and the market maker spread (difference between the sell and the buy
quote) shall be within 10% or as intimated by Exchange from time to time.

 Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side for market
makers during market making process has been made applicable, based on the Issue size and as follows:

Issue Size Buy quote exemption threshold (including Re-Entry threshold for buy quote (including
mandatory initial inventory of 5% of the mandatory initial inventory of 5% of the
Issue Size) Issue Size)
Up to ₹20 Crore 25% 24%
₹20 to ₹50 Crore 20% 19%
₹50 to ₹80 Crore 15% 14%
Above ₹80 Crore 12% 11%

1) The SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012, has laid down that for issue size up to
` 250 crores, the applicable price bands for the first day shall be:

i. In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session shall be 5% of the
equilibrium price.

ii. In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading session shall be 5% of
the issue price.

Additionally, the securities of the Company will be placed in SPOS and would remain in Trade for Trade settlement for first 10
days from commencement of trading. The following spread will be applicable on the SME Exchange Platform.

S. No. Market Price Slab (in Rs.) Proposed Spread (in % to sale price)

1. Up to 50 9
2. 50 to 75 8
3. 75 to 100 6
4. Above 100 5

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SM Auto Stamping Limited

All the above mentioned conditions and systems regarding the Market Making Arrangement are subject to change based on changes
or additional regulations and guidelines from SEBI and Stock Exchange from time to time.

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SM Auto Stamping Limited

CAPITAL STRUCTURE

Set forth below are the details of the Equity Share Capital of our Company as on the date of this Draft Prospectus.

(₹in Lacs, except share data)

Sr. Particulars Aggregate Value Aggregate
No. at Face Value Value at Issue
Price
Authorized Share Capital
A 1650.00 -
1,65,00,000 Equity Shares having Face Value of ₹ 10/- each
Issued, Subscribed & Paid-up Share Capital prior to the Issue
B 1044.78 -
1,04,47,832 Equity Shares having Face Value of ₹10/- each
Present Issue in terms of this Draft Prospectus*
C 38,40,000 Equity Shares having Face Value of ₹ 10/-each at a Premium of 384.00 [●]
₹[●]per share
Which comprises of:
Reservation for Market Maker Portion
D [●] Equity Shares of ₹10/- each at a price of ₹[●] per Equity Share reserved as [●] [●]
Market Maker Portion
Net Issue to Public
E Net Issue to Public of [●] Equity Shares of ₹10/- each at a price of ₹[●] per [●] [●]
Equity Share to the Public
Of which:
At least [●] Equity Shares aggregating up to Rs. [●] lakhs will be available for
(i) [●] [●]
allocation to Retail Individual Investors
Not more than [●] Equity Shares aggregating up to Rs. [●] lakhs will be
(ii) available for allocation to investors other than Retail Individual Investors [●] [●]
including Non- Institutional Investors and Qualified Institutional Buyers
F Issued, Subscribed and Paid up Equity Share Capital after the Issue
1,42,87,832 Equity Shares of face value of ₹10/- each [●]
G Securities Premium Account
Before the Issue (as on date of this Draft Prospectus) Nil
After the Issue [●]
*The Present Issue of 38,40,000 Equity Shares in terms of this Draft Prospectus has been authorized pursuant to a resolution of our
Board of Directors dated December 20, 2019 and by special resolution passed under Section 62(1)(c) of the Companies Act, 2013
at an Extra Ordinary General Meeting of the members held on December 21, 2019.

Classes of Shares-

Our Company has only one class of share capital i.e. Equity Shares of face value of Rs. 10/- each only. All the issued Equity Shares
are fully paid-up. Our Company has no outstanding convertible instruments as on the date of this Draft Prospectus.

NOTES TO THE CAPITAL STRUCTURE

1. Changes in Authorised Equity Share Capital of our Company:

S. Particulars of increase Cumulative No. Cumulative Authorized Date of Whether

No. of Equity Share Capital ( Rs. in Meeting AGM/EGM
Shares lakhs)
On incorporation On
1. 50,000 5.00 N.A.
incorporation
Increase in Authorised Share Capital from March 16,
2. 8,00,000 80.00 EGM
₹ 5.00 Lakhs to ₹ 80.00 Lakhs 2009
Increase in Authorised Share Capital from March 26,
3. 10,00,000 100.00 EGM
₹80.00 Lakhs to ₹ 100.00 Lakhs 2009

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SM Auto Stamping Limited

Increase in Authorised Share Capital from March 17,

4. 13,50,000 135.00 EGM
₹ 100.00 Lakhs to ₹ 135.00 Lakhs 2014
Increase in Authorised Share Capital from May 30,
5. 1,65,00,000 1650.00 EGM
₹135.00 Lakhs to ₹ 1650.00 Lakhs 2019

2. Equity Share Capital History of our Company:

a) The following table sets forth details of the history of the Equity Share capital of our Company:

Date of No. of Face Issue Consideration Natureof Cumulative Cumulative Cumulative

Allotment of Equity Value Price Cash/ Other Allotment No. of Securities Paid Up
Equity Shares (₹) (including than Cash Equity Premium Capital
Shares allotted Premium Shares (₹) (₹)
if
applicable
(₹)
Upon Subscription
10,000 10 10 Cash 10,000 Nil 1,00,000
Incorporation to MOA(i)
March 29, Business
9,77,488 10 10 Other than Cash 9,87,488 Nil 98,74,880
2009 Takeover(ii)
March 25, Preferential
3,18,491 10 10 Other than Cash 13,05,979 Nil 1,30,59,790
2014 Allotment (iii)
Bonus Issue
in the ratio
of 7:1 i.e.
Seven (7)
fully paid
September Bonus Shares
91,41,853 10 Nil Other than Cash 1,04,47,832 Nil 10,44,78,320
19, 2019 for every One
(1) existing
fully paid up
Equity share
(iv)

All the above mentioned shares are fully paid up since the date of allotment.

(i) Initial Subscribers to the Memorandum of Association subscribed 10,000 Equity Shares of Face Value of Rs. 10/- each, details
of which are given below:

S. No. Name of Subscribers Number of Shares Subscribed

1. Mr. Mukund Narayan Kulkarni 6,600
2. Mr. Suresh Gunwant Fegde 3,400
Total 10,000

(ii) Further allotment of 9,77,488 Equity shares of Face Value of Rs. 10/- each pursuant to takeover of partnership firms, namely,
M/s S.M. Industries and M/s Spam Fab Technocrats from the Promoters, Mr. Mukund Narayan Kulkarni and Mr. Suresh
Gunwant Fegde vide agreements dated April 30, 2007:-

S. No. Name of Allottees Number of Shares Allotted

1. Mr. Mukund Narayan Kulkarni 5,36,855
2. Mr. Suresh Gunwant Fegde 4,40,633
Total 9,77,488

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SM Auto Stamping Limited

(iii) Further allotment of 3,18,491 Equity shares of Face Value of Rs. 10/- each as per the details given below:

S. No. Name of Allottees Number of Shares Allotted

1. Mukund Narayan Kulkarni 2,68,491
2. Alka Mukund Kulkarni 50,000
Total 3,18,491

(iv) Bonus issue of 91,41,853 Equity Shares of Face Value of Rs. 10/-each in the ratio of 7:1 i.e.Seven (7)Bonus Equity Shares for
every One (1)Equity Share held by shareholders. (refer point no. 4 below for allottees list)

b) As on the date of this Draft Prospectus, our Company does not have any Preference Share Capital.

3. Details of Allotment made in the last two years preceding the date of the Draft Prospectus:

Date of No of Cumulative Face Issue Cumulative Cumulative Consideration Nature of Issue

Allotment/ Equity No. of Value Price Securities Paid up
Date of Shares Equity (Rs.) (Rs.) Premium Capital (Rs.)
fully Paid Shares Account
up
Bonus in the
ratio of 7:1 i.e. 7
September
91,41,853 1,04,47,832 10 - - 10,44,78,320 Nil Equity Share for
19, 2019
every 1 Equity
Shares held

4. Issue of Equity Shares for consideration other than cash

Except as set out below we have not issued Equity Shares for consideration other than cash:

Date of Number Face Issue Reasons for Benefits Name of Allottees No. of Shares
Allotment of Equity Value Price Allotment Accrued to Allotted
Shares (`) (`) our Company
Acquisiton of Mr. Mukund Narayan Kulkarni 5,36,855
March 29, Takeover of
9,77,488 10 10 partnership
2009 business Mr. Suresh Gunwant Fegde 4,40,633
firms*
Conversion Mr. Mukund Narayan Kulkarni 2,68,491
March 25, Preferential
3,18,491 10 10 of loan into
2014 Allotment 50,000
equity shares Mrs. AlkaMukund Kulkarni
Mr. Suresh Gunwant Fegde 31,08,217
M/s B.S.Steels (sole
Bonus in the proprietorship firm of Mr. 7
ratio of 7:1 Amarjeet Singh Bali)
Capitalization Mrs. AlkaMukund Kulkarni 60,33,594
i.e. 7 Equity
September of Reserves & Mr. Aditya Mukund Kulkarni 7
91,41,853 10 - Share for
19, 2019 Surplus** Mrs. Lata Girishankar Patil 7
every 1
Equity Mr. Ulhas Ramdas Mahajan 7
Shares held Mrs. Dipali Ulhas Mahajan 7
Mr. Girishankar Baliram Patil 7
Total 91,41,853
* Further allotment of 9,77,488 Equity shares of Face Value of Rs. 10/- each pursuant to takeover of partnership firms, namely,
M/s S.M. Industries and M/s Spam Fab Technocrats from the Promoters, Mr. Mukund Narayan Kulkarni and Mr. Suresh Gunwant
Fegde vide agreements dated April 30, 2007

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SM Auto Stamping Limited

**Above allotment of shares has been made out of Reserve & Surplus available for distribution to shareholders and no part of
revaluation reserve has been utilized for the purpose.

5. No Equity Shares have been allotted pursuant to any scheme approved under sections 230-234 of the Companies Act, 2013 or
under the erstwhile corresponding provisions of the Companies Act, 1956.

6. Our Company has not issued any shares pursuant to an Employee Stock Option Scheme.

7. Except for the Bonus Issue made on September 19, 2019 for 91,41,853 Equity Shares as mentioned in point no. 4 above, no
Equity shares have been issued at price below the Issue price within last one year from the date of the Draft Prospectus.

8. We have not revalued our assets since inception and have not issued any Equity Shares (including bonus shares) by capitalizing
any revaluation reserves.

9. Shareholding Pattern of the Company

The table below represents the shareholding pattern of our Company in accordance with Regulation 31 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as on the date of this Draft Prospectus:

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 SM Auto Stamping Limited

I - Our Shareholding Pattern:-

Catego Category of Nos. No. of No. No. Total nos. Share Number of Voting Rights held in each No. of Sharehold Number Number Numb
ry shareholde of fully paid of of shares holdin class of securities* Shares ing , as a of of Shares er of
r shar up equity Partl share held g as a Underl % Locked pledged or equity
e shares y s % of ying assuming in otherwise shares
hold held paid unde total Outsta full shares encumber held
ers -up rlyin no. of nding conversio ed in
equit g shares convert n demat
y Depo (calcul No of Voting Rights Total ible of N As No. As erializ
shar sitor ated as Class Cla Tot as a convertibl o. a (a) a ed
es y per Equity ss al % of e ( % % form
held Recei SCRR, Shares of eg: (A+B+ securities a of of
pts 1957) Rs.10/- y C) ( as a ) tota tota
As a each^ percentag l l
% of e of Sha Sha
(A+B+ diluted res re s
C2) share hel hel
capital) d d
As a % of (b) (b)
(A+B+C2)
I II III IV V VI VII = VIII IX X XI=VII+X XII XIII XIV
IV+V+VI
(A) Promoter
& 1,04,47,83 1,04,47,83 1,04,47,83
7 - - 100.00 - 1,04,47,832 100.00 - 100.00 - - -
Promoter 2 2 2
Group
(B) Public - - - - - - - - - - - - - - -
(C) Non
Promoter-
- - - - - - - - - - - - - - -
Non
Public
(C1) Shares
underlying - - - - - - - - - - - - - - -
DRs
(C2) Shares
held by
- - - - - - - - - - - - - - -
Emp.
Trusts
1,04,47,83 1,04,47,83 1,04,47,83
Total 7 - - 100.00 - 1,04,47,832 100.00 - 100.00 - - -
2 2 2

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 SM Auto Stamping Limited

Notes-

*As on date of this Draft Prospectus 1 Equity share holds 1 vote.

We have only one class of Equity Shares of face value of Rs. 10/- each.
We are in the process of entering into tripartite agreement with CDSL & NSDL.
Our Company will file the shareholding pattern in the form prescribed under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015,
one day prior to the listing of the Equity shares. The shareholding pattern will be uploaded on the Website of the BSE before commencement of trading of such Equity Shares.

II – Shareholding pattern of the Promoter and Promoter Group

Numbe
No. of r of
Shareho Shareholding , as equity
Shares Number of
lding a % assuming
Number of Voting Rights held in Underlyi Number of shares
Partl Nos. of (calcula full conversion Shares pledged
each class of securities* ng Locked in held in
No. y shares ted as of convertible or otherwise
No. of fully Outstand shares demate
Category & of paid- underlyin per securities ( as a
paid up Total nos. ing rialized
S.No Name of the shar up g SCRR, percentage of form
equity shares held convertib
. Shareholders e equit Depositor 1957) diluted share
share s le
hold y y capital)
held No of Voting Rights securities
ers share Receipts As a % Total as As a
Class (includin As a
s held of a % of as a % of
Equity Clas g No. No. % of total
(A+B+C Total % of total
Shares of s Total Warrants (a) (a) share s
2) Voting A+B+C2 Share s
Rs.10/- Y ) held (b)
rights held (b)
each
VI=IV+V+
I II III IV V VII VIII IX X = VI+ IX XI XII XIII
VI
(1) Indian
Individuals/ -
Hindu
(a) 7 1,04,47,832 - - 1,04,47,832 100.00 1,04,47,832 - 1,04,47,832 100.00 - 100.00 - -
undivided
Family
Mr. Suresh -
Gunwant 1 35,52,164 - - 35,52,164 33.99 35,52,164 - 35,52,164 33.99 - 33.99 - -
Fegde
Mrs. Reshma -
1 8 - - 8 0.00 8 - 8 0.00 - 0.00 - -
Jayant Fegde
Mrs. Alka -
Mukund 1 68,95,352 - - 68,95,352 65.99 68,95,352 - 68,95,352 65.99 - 65.99 - -
Kulkarni

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 SM Auto Stamping Limited

Mr. Aditya -
Mukund 1 8 - - 8 0.00 8 - 8 0.00 - 0.00 - -
Kulkarni
Mukund -
Narayan 1 100 - - 100 0.00 100 - 100 0.00 - 0.00 - -
Kulkarni
Mr. Ajinkya -
Mukund 1 100 - - 100 0.00 100 - 100 0.00 - 0.00 - -
Kulkarni
Mr. Jayant 100 100 100 100 -
1 - - 0.00 - 0.00 - 0.00 - -
Suresh Fegde
Central -
Government/
(b) State 0 - - - - - - - - - - - - -
Government(s
)
Financial
(c) Institutions/ 0 - - - - - - - - - - - - - -
Banks
Any Other
(d)
Body - - - - - - - - - - - - - -
0
Corporate
Sub-Total - -
7 1,04,47,832 - - 1,04,47,832 100.00 1,04,47,832 - 1,04,47,832 100.00 - 100.00 -
(A)(1)
(2) Foreign - - - - - - - - - - - - - - -
Individuals
(Non-
Resident
(a) - - - - - - - - - - - - - - -
Individuals/
Foreign
Individuals)
(b) Government - - - - - - - - - - - - - - -
(c) Institutions - - - - - - - - - - - - - - -
Foreign
(d) Portfolio - - - - - - - - - - - - - - -
Investor
Any Other
(f) - - - - - - - - - - - - - - -
(specify)
Sub-Total - - - - - - - - - - - - - - -
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 SM Auto Stamping Limited

(A)(2)
Total
Shareholding
of Promoter
and 7 1,04,47,832 - - 1,04,47,832 100.00 1,04,47,832 - 1,04,47,832 100.00 - 100.00 - - -
Promoter
Group (A)=
(A)(1)+(A)(2)
*As on date of this Draft Prospectus 1 Equity share holds 1 vote.

III- Shareholding pattern of the Public shareholder

Number of
Shareho Number of Voting Rights held in No. of Number of Shares pledged
lding % each class of securities Shares Total Locked in or otherwise
Partl Nos. of ( Underlyi Shareholding , as shares encumbered Numbe
y shares calculat ng a % assuming r of
No. of
paid underl Total ed as Outstand full conversion equity
Category & fully
No. of -up ying nos. per ing of convertible shares
Name of the paid up No of Voting Rights
S.No. share equit Deposi shares SCRR, Total convertib securities ( as a As a held in
Shareholders equity No.
holders y tory held 1957) as a % le percentage of As a % of total demate
share s (not
shar Receip of securities diluted share No. % of total share s rialized
held Class applic
es ts As a % Total (includin capital) (a) 62hare s held (not form
Equity able)
held of Class g
Shares of Tot al Voting held (b)
(a)
applicable)
(A+B+ Y rights Warrant (b)
Rs.10/-
C2) s)
each

VI=III+
I II III IV V VII VIII IX X= VI+IX XI XII XIII
IV+V
(1) Institutions
(a) Mutual Funds - - - - - - - - - - - - - - -
Venture
(b) Capital - - - - - - - - - - - - - - -
Funds
Alternate
(c) Investment - - - - - - - - - - - - - - -
Funds
Foreign
(d) - - - - - - - - - - - - - - -
Venture
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 SM Auto Stamping Limited

Capital
Investors
Foreign
(e) Portfolio - - - - - - - - - - - - - - -
Investors
Financial
(f) Institutions/ - - - - - - - - - - - - - - -
Banks
Insurance
(g) - - - - - - - - - - - - - - -
Companies
Provident
(h) Funds/ - - - - - - - - - - - - - - -
Pension Funds
Any Other
(i) - - - - - - - - - - - - - - -
(specify)
Sub-Total
- - - - - - - - - - - - - - -
(B)(1)
Central
Government/
State
(2) - - - - - - - - - - - - - - -
Government(
s)/ President
of India
Sub-Total
- - - - - - - - - - - - - - -
(B)(2)
Non-
(3)
institutions
Individuals
(a)
i. Individual
shareholders
holding - - - - - - - - - - - - - - -
nominal share
capital up to
Rs. 2 lakhs.
ii. Individual
shareholders
holding - - - - - - - - - - - - - - -
nominal share
capital in

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 SM Auto Stamping Limited

excess of Rs. 2
lakhs.

NBFCs
(b) registered with - - - - - - - - - - - - - - -
RBI
Employee
(c) - - - - - - - - - - - - - - -
Trusts
Overseas
Depositories
(d) (holding DRs) - - - - - - - - - - - - - - -
(balancing
figure)
Any Other
(e) Body - - - - - - - - - - - - - - -
Corporate
Sub-Total - - - - - - - - - - - - - - -
(B)(3)
Total Public
Shareholding
(B)= - - - - - - - - - - - - - - -
(B)(1)+(B)(2)
+(B)(3)

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 SM Auto Stamping Limited

IV - Shareholding pattern of the Non-Promoter- Non Public shareholder

Total Number of
Number of Voting Number
Shareholding Shares pledged
Sharehol Rights held in each of
, as a % or otherwise
ding class of securities No. of Locked
Nos. of assuming full encumbered Number of
No. of Partly (calculat Shares in shares
shares conversion equity
fully paid- ed as per Underlying
underlyi No of Voting of shares held
Category & Name of No. of paid up Total nos. SCRR, Outstandin
ng Rights Total convertible As a As a in Share
S.No. the Shareholders sharehol up equity shares held 1957) g
Deposito as a securities ( as % % of dematerial
ders equity shares Class convertible No.
ry % of a percentage of total ized form
share s held As a % Equity securities (not
Receipts Clas Total of diluted No. total share s (Not
held of Shares To (including applic
s Votin share Sha held (not applicable)
(A+B+C of t al Warrants) able)
Y g capital) re s applicabl
2) Rs.10/-
rights held e)
each
VI=III+IV
I II III IV V VII VIII IX X= VI+IX XI XII XIII
+V
Custodian/DR
(1)
Holder
Name of DR
(a) Holder (if 0 - - - - - - - - - - - - - -
available)
Sub Total (c ) (1) 0 - - - - - - - - - - - - - -
Employee Benefit
Trust (under SEBI
(2) (Share based 0 - - - - - - - - - - - - - -
Employee Benefit)
Regulations, 2014)
Sub Total (C ) (2) 0 - - - - - - - - - - - - - -
Total Non-
Promoter Non-
Public 0 - - - - - - - - - - - - - -
shareholding (C
)= (C )(1)+ (C ) (2)

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SM Auto Stamping Limited

10. List of Shareholders of the Company holding 1% or more of the paid up Share Capital of the Company:-

a) As on the date of filing of this Draft Prospectus:-

S.No. Names of Shareholder Shares Held (Face Value of % Pre Issue paid up Share
Rs. 10 each) Capital
1. Mr. Suresh Gunwant Fegde 35,52,164 34.99
2. Mrs. AlkaMukund Kulkarni 68,95,352 66.99
Total 1,04,47,516 99.99

b) Ten days prior to the date of filing of this Draft Prospectus:-

S.No. Names of Shareholder Shares Held (Face Value of % Pre Issue paid up Share
Rs. 10 each) Capital
1. Mr. Suresh Gunwant Fegde 35,52,164 34.99
3. Mrs. Alka Mukund Kulkarni 68,95,352 66.99
Total 1,04,47,516 99.99

c) One Year prior to the date of filing of this Draft Prospectus:-

S.No. Names of Shareholder Shares Held (Face Value of

% of Paid Up Equity Shares as
Rs. 10 each)on date 1 year prior to the date of
filing of the Draft Prospectus*
1. Mr. Suresh Gunwant Fegde 4,44,029 33.99
5. Mrs. Alka Mukund Kulkarni 8,61,938 65.99
Total 13,05,967 99.99
*Details of shares held on December 31, 2018 and percentage held has been calculated based on the paid up capital of our
Company as on December 31, 2018.

d) Two Years prior to the date of filing of this Draft Prospectus:-

S.No. Names of Shareholder Shares Held (Face Value of % of Paid Up Equity Shares as
Rs. 10 each) on date 2 years prior to the date
of filing of the Draft Prospectus*
1. Mr. Suresh Gunwant Fegde 4,44,029 33.99
5. Mrs. Alka Mukund Kulkarni 8,61,939 65.99
Total 13,05,968 99.99

*Details of shares held on December 31, 2017 and percentage held has been calculated based on the paid up capital of our
Company as on December 31, 2017.

11. Our Company has not made any Initial Public Offer of specified securities in the preceding two years.

12. There will be no further issue of capital, whether by way of issue of bonus shares, preferential allotment, Right issue or in any
other manner during the period commencing from the date of the Draft Prospectus until the Equity Shares of our Company
have been listed or application money unblocked on account of failure of Issue. Further, our Company does not intend to alter
its capital structure within six months from the date of opening of the offer, by way of split / consolidation of the
denomination of Equity Shares. However, our Company may further issue equity shares (including issue of securities
convertible into Equity Shares) whether preferential or otherwise after the date of the listing of equity shares to finance an
acquisition, merger or joint venture or for regulatory compliance or such other scheme of arrangement or any other purpose as
the Board of Directors may deem fit, if an opportunity of such nature is determined by the Board of Directors to be in the
interest of our Company.

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SM Auto Stamping Limited

13. Capital Buildup in respect of Shareholding of our Promoters

As on the date of this Draft Prospectus, our Promoters, Mr. Mukund Narayan Kulkarni, Mr. Suresh Gunwant Fegde and Mrs. Alka
Mukund Kulkarni collectively holds 1,04,47,616 Equity Shares of our Company. None of the Equity Shares held by our
Promoters are subject to any pledge.

Set forth below is the build-up of the shareholding of our Promoters in our Company since incorporation.

Date of No. of Face Issue/ Consider Nature of Issue Pre-Issue Post-Issue

Allotment and Equity Value Acquisition/Tr ation Shareholdi Shareholding
made fully paid Shares Per ansfer Price ng % %
up/ Transfer Share (₹)
(₹)
(A) Mr. Mukund Narayan Kulkarni
August 14, 2006 6,600 10 10 Cash Subscriber to MOA 0.06 0.05
Other than
March 29, 2009 5,36,855 10 10 Business Takeover* 5.14 3.76
Cash
November 21,
(3) 10 10 Cash Transfer(i) 0.00 0.00
2012
(ii)
June 03, 2013 (1) 10 10 Cash Transfer 0.00 0.00
October 10, 2013 (2) 10 10 Cash Transfer(iii) 0.00 0.00
January 01, 2014 (1) 10 10 Cash Transfer(iv) 0.00 0.00
March 25, 2014 2,68,491 10 10 Cash Preferential Allotment 2.57 1.88
June 08, 2015 (8,11,939) 10 10 Cash Transfer(v) (7.77) (5.68)
Acquisition of share
November 15,
100 10 10 Cash by way of Transfer of 0.00 0.00
2019
shares (vi)
Total (A) 100 0.00 0.00
(B) Mr. Suresh Gunwant Fegde
August 14, 2006 3,400 10 10 Cash Subscriber to MOA 0.03 0.02
Other than
March 29, 2009 4,40,633 10 10 Business Takeover* 4.22 3.08
Cash
November 21,
(2) 10 10 Cash Transfer(vii) 0.00 0.00
2012
(viii)
October 10, 2013 (2) 10 10 Cash Transfer 0.00 0.00
Acquisition of share
June 08, 2015 3 10 10 Cash by way of Transfer of 0.00 0.00
shares (ix)
June 23, 2015 (1) 10 10 Cash Transfer(x) 0.00 0.00
April 05, 2016 (2) 10 10 Cash Transfer(xi) 0.00 0.00
Acquisition of share
August 29, 2019 2 10 10 Cash by way of Transfer of 0.00 0.00
shares (xii)
Bonus in the ratio of
September 19, 7:1 i.e. 7 Equity Share
31,08,217 10 - Nil 29.75 21.75
2019 for every 1 Equity
Share held
Acquisition of share
October 10, 2019 16 10 10 Cash by way of Transfer of 0.00 0.00
shares (xiii)
November 15, Transfer(xiv)
(100) 10 10 Cash 0.00 0.00
2019
Total (A) 35,52,164 33.99 24.86
(C) Mrs. Alka Mukund Kulkarni
Other than
March 25, 2014 50,000 10 10 Preferential Allotment
Cash 0.48 0.35
October 27, 2014 (1) 10 10 Cash Transfer(xv) 0.00 0.00
Acquisition of share
June 08, 2015 8,11,942 10 10 Cash by way of Transfer of
shares (xvi) 7.77 5.68
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SM Auto Stamping Limited

September 01,
(1) 10 10 Cash Transfer(xvii)
2015 0.00 0.00
June 21, 2016 (1) 10 10 Cash Transfer(xviii) 0.00 0.00
November 12,
(1) 10 10 Cash Transfer(xix)
2018 0.00 0.00
Acquisition of share
August 29, 2019 4 10 10 Cash by way of Transfer of
shares (xx) 0.00 0.00
Bonus in the ratio of
September 19, 7:1 i.e. 7 Equity Share
60,33,594 10 - Nil
2019 for every 1 Equity
Share held 57.75 42.23
Acquisition of share
October 10, 2019 16 10 10 Cash by way of Transfer of
shares (xxi) 0.00 0.00
Acquisition of share
November 15,
(200) 10 10 Cash by way of Transfer of
2019
shares(xxii) 0.00 0.00
Total (B) 68,95,352 65.99 48.26
Grand
1,04,47,616 99.99 73.12
Total(A+B+C)
*Allotment was made pursuant to takeover of partnership firms, namely, M/s S.M. Industries and M/s Spam Fab Technocrats
from the Promoters, Mr. Mukund Narayan Kulkarni and Mr. Suresh Gunwant Fegde vide agreements dated April 30, 2007.

Note: None of the Shares has been pledged by our Promoters

(i) Details of sale of Shares by Mr. Mukund Narayan Kulkarni of 3 Equity Shares dated November 21, 2012

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. November 21, 2012 Mr. Mukund Narayan Kulkarni 1 Ajay Iron & steel traders
November 21, 2012 Mr. Mukund Narayan Kulkarni M/s B.S.Steels (sole
2. 1 proprietorship firm of
Amarjeetsingh Bali)
3. November 21, 2012 Mr. Mukund Narayan Kulkarni 1 Utkarsh Traders
Total 3

(ii) Details of sale of Shares by Mr. Mukund Narayan Kulkarni of 1 Equity Share dated June 06, 2013

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
Mrs. Pratibha Kamlakar
1. June 06, 2013 Mr. Mukund Narayan Kulkarni 1
Kulkarni
Total 1

(iii) Details of sale of Shares by Mr. Mukund Narayan Kulkarni of 1Equity Shares dated October 10, 2013

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. October 10, 2013 Mr. Mukund Narayan Kulkarni 1 Mr. Narendra Uttamrao Patil
Mr. Prabhavati Pandurang
2. October 10, 2013 Mr. Mukund Narayan Kulkarni 1
Thombare
Total 2

(iv) Details of sale of Shares by Mr. Mukund Narayan Kulkarniof 1Equity Shares dated January 10, 2014

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. January 10, 2014 Mr. Mukund Narayan Kulkarni 1 Mrs. Yogini Vishal Kulkarni
Total 1
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SM Auto Stamping Limited

(v) Details of sale of Shares by Mr. Mukund Narayan Kulkarniof 1Equity Shares dated June 08, 2015

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. June 08, 2015 Mr. Mukund Narayan Kulkarni 811,939 Mrs. Alka Mukund Kulkarni
Total 811,939

(vi) Details of Acquisition by Mr. Mukund Narayan Kulkarni by way of transfer of 100 Equity Shares dated November
15, 2019

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. November 15, 2019 Mrs. Alka Mukund Kulkarni 100 Mr. Mukund Narayan Kulkarni
Total 100

(vii) Details of sale of Shares by Mr. Suresh Gunwant Fegde of 2 Equity Shares dated November 21, 2012

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. November 21, 2012 Mr. Suresh Gunwant Fegde 1 The Relief survival
November 21, 2012 Mr. Suresh Gunwant Fegde Mr. Nandkishor Prabhakar
2. 1
Thombare
Total 2

(viii) Details of sale of Shares by Mr. Suresh Gunwant Fegde of 2 Equity Shares dated October 10, 2013

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. October 10, 2013 Mr. Suresh Gunwant Fegde 1 Mr. Kedar Vijay Kulkarni
2. October 10, 2013 Mr. Suresh Gunwant Fegde 1 Mr. Dilip Sadashiv Joshi
Total 2

(ix) Details of Acquisition by Mr. Suresh Gunwant Fegdeby way of transfer of 3 Equity Shares dated June 08, 2015

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. June 08, 2015 The Relief survival 1 Suresh Gunwant Fegde
June 08, 2015 Mr. Suresh Gunwant Fegde
2. 1
NandkishorPrabhakarThombare
3. June 08, 2015 Mr. Kedar Vijay Kulkarni 1 Suresh Gunwant Fegde
Total 3

(x) Details of sale of Shares by Mr. Suresh Gunwant Fegdeof 1Equity Shares dated June 23, 2015

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
Mrs.
1. June 23, 2015 Mr. Suresh Gunwant Fegde 1
AlkaDhyaneshwarSuryawanshi
Total 1

(xi) Details of sale of Shares by Mr. Suresh Gunwant Fegdeof 2Equity Shares dated April 05, 2016

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. April 05, 2016 Mr. Suresh Gunwant Fegde 1 Mr. UlhasRamdasMahajan
2. April 05, 2016 Mr. Suresh Gunwant Fegde 1 Mrs. Dipali Ulhas Mahajan
Total 2

(xii) Details of Acquisition by Mr. Suresh Gunwant Fegdeby way of transfer of 2 Equity Shares dated August 29, 2019
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SM Auto Stamping Limited

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. August 29, 2019 Mrs. PratibhaKamlakarKulkarni 1 Mr. Suresh Gunwant Fegde
Mrs. Prabhavati Pandurang
2. August 29, 2019 1 Mr. Suresh Gunwant Fegde
Thombare
Total 2

(xiii) Details of Acquisition by Mr. Suresh Gunwant Fegdeby way of transfer of 16 Equity Shares dated October 10, 2019

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. October 10, 2019 Mr. UlhasRamdasMahajan 8 Mr. Suresh Gunwant Fegde
2. October 10, 2019 Mrs. Dipali Ulhas Mahajan 8 Mr. Suresh Gunwant Fegde
Total 16

(xiv) Details of sale of Shares by Mr. Suresh Gunwant Fegde of 100 Equity Shares dated November 15, 2019

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. November 15, 2019 Mr. Suresh Gunwant Fegde 100 Mr. Jayant Suresh Fegde
Total 100

(xv) Details of sale of Shares by Mrs. Alka Mukund Kulkarni of 1Equity Shares dated October 27, 2014

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
Mr. Hrishikesh Yashwant
1. October 27, 2014 Mrs. Alka Mukund Kulkarni 1
Ayachit
Total 1

(xvi) Details of Acquisition by Mrs. Alka Mukund Kulkarniby way of transfer of 3 Equity Shares dated June 08, 2015

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. June 08, 2015 Mr. Mukund Narayan Kulkarni 811939 Mrs. Alka Mukund Kulkarni
2. June 08, 2015 M/s Ajay Iron & steel traders 1 Mrs. Alka Mukund Kulkarni
3. June 08, 2015 M/s Utkarsh Traders 1 Mrs. Alka Mukund Kulkarni
4. June 08, 2015 Mr. Narendra UttamraoPatil 1 Mrs. Alka Mukund Kulkarni
Total 811942

(xvii) Details of sale of Shares by Mrs. Alka Mukund Kulkarniof 1 Equity Shares dated September 01, 2015

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. September 01, 2015 Mrs. Alka Mukund Kulkarni 1 Aditya Mukund Kulkarni
Total 1

(xviii) Details of sale of Shares by Mrs. Alka Mukund Kulkarniof 1 Equity Shares dated June 21, 2016

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. June 21, 2016 Mrs. Alka Mukund Kulkarni 1 Mrs. Lata Girishankar patil
Total 1

(xix) Details of sale of Shares by Mrs. AlkaMukund Kulkarniof 1 Equity Shares dated November 12, 2018

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer

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SM Auto Stamping Limited

1. November 12, 2018 Mrs. Alka Mukund Kulkarni 1 Mr. Girishankar Baliram Patil
Total 1

(xx) Details of Acquisition by Mrs. Alka Mukund Kulkarni by way of transfer of 4 Equity Shares dated August 29, 2019

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. August 29, 2019 Mr. Dilip Sadashiv Joshi 1 Mrs. Alka Mukund Kulkarni
2. August 29, 2019 Mrs. Yogini Vishal Kulkarni 1 Mrs. Alka Mukund Kulkarni
3. August 29, 2019 Mr. HrishikeshYashwantAyachit 1 Mrs. Alka Mukund Kulkarni
August 29, 2019 Mrs. Alka Dhyaneshwar Mrs. Alka Mukund Kulkarni
4. 1
Suryawanshi
Total 4

(xxi) Details of Acquisition by Mrs. Alka Mukund Kulkarni by way of transfer of 16 Equity Shares dated October 10,
2019

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. October 10, 2019 Mrs. Lata Girishankar patil 8 Mrs. Alka Mukund Kulkarni
2. October 10, 2019 Mr. Girishankar Baliram Patil 8 Mrs. Alka Mukund Kulkarni
Total 16

(xxii) Details of sale of Shares by Mrs. Alka Mukund Kulkarni of 200 Equity Shares dated November 15, 2019

No. of Share
Sr. No. Date of Transfer Name of Transferor Name of Transferee
Transfer
1. November 15, 2019 Mrs. Alka Mukund Kulkarni 100 Mr. Mukund Narayan Kulkarni
2. November 15, 2019 Mrs. Alka Mukund Kulkarni 100 Mr. Ajinkya Mukund Kulkarni
Total 200

14. The average cost of acquisition of or subscription of shares by our Promoters is set forth in the table below:

Average cost of Acquisition (in

Sr. No. Name of the Promoters No. of Shares held
₹)
1 Mr. Mukund Narayan Kulkarni 100 10.00
2 Mr. Suresh Gunwant Fegde 35,52,164 1.25
3 Mrs. Alka Mukund Kulkarni 68,95,352 1.25

15. Shareholding of Promoters & Promoters Group

Following are the details of pre and post Issue shareholding of persons belonging to the category “Promoter and Promoter Group”:
Pre IPO Post IPO
Names
Sr. No Shares Held % Shares Held Shares Held % Shares Held
Promoters
1 Mr. Mukund Narayan Kulkarni 100 0.00 100 0.00
2 Mr. Suresh Gunwant Fegde 35,52,164 33.99 35,52,248 24.86
3 Mrs. Alka Mukund Kulkarni 68,95,352 65.99 68,95,536 48.26
Sub Total (A) 1,04,47,616 99.99 1,04,47,616 73.11
Promoter Group
4 Mr. Aditya Mukund Kulkarni 8 0.00 8 0.00
5 Mrs. Reshma Jayant Fegde 8 0.00 8 0.00
6 Mr. Ajinkya Mukund Kulkarni 100 0.00 100 0.00
7 Mr. Jayant Suresh Fegde 100 0.00 100 0.00
Sub Total (B) 216 0.01 216 0.01
Grand Total (A+B) 1,04,47,832 100.00 1,04,47,832 73.12

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SM Auto Stamping Limited

16. Except as provided below, no Equity Shares acquired/ purchased/ sold by the Promoter and Promoter Group, Directors and
their immediate relatives within six months immediately preceding the date of filing of this Draft Prospectus.

Date of Name of Shareholder No. of % of Pre- Subscribed/ Category of Allottees

Allotment Equity issue Acquire/ (Promoter/ Promoter
Share Capital Transfer Group/ Director)
August 29, Mr. Suresh Gunwant Fegde 2 0.00 Acquired Promoter and Director
2019
August 29, Mrs. Pratibha Kamlakar (1) 0.00 Transfered Promoter Group
2019 Kulkarni
August 29, Mrs. Prabhavati Pandurang (1) 0.00 Transfered Promoter Group
2019 Thombare
August 29, Mrs. Alka Mukund Kulkarni 4 0.00 Acquired Promoter and Director
2019
August 29, Mr. Dilip Sadashiv Joshi (1) 0.00 Transfered Promoter Group
2019
August 29, Mrs. Yogini Vishal Kulkarni (1) 0.00 Transfered Promoter Group
2019
August 29, Mr. Hrishikesh Yashwant (1) 0.00 Transfered Promoter Group
2019 Ayachit
August 29, Mrs. Alka Dhyaneshwar (1) 0.00 Transfered Promoter Group
2019 Suryawanshi
September 29.75 Bonus Issue Promoter and Director
Mr. Suresh Gunwant Fegde 31,08,217
19, 2019
September 57.75 Bonus Issue Promoter and Director
Mrs. Alka Mukund Kulkarni 60,33,594
19, 2019
September M/s B.S.Steels (sole 0.00 Bonus Issue Promoter Group
19, 2019 proprietorship of Mr. 7
Amarjeetsingh Bali)
September 0.00 Bonus Issue Promoter Group
Mr. Aditya MukundKulkarni 7
19, 2019
September 0.00 Bonus Issue Promoter Group
Mrs. Lata Girishankar Patil 7
19, 2019
September 0.00 Bonus Issue Promoter Group
Mr. UlhasRamdasMahajan 7
19, 2019
September 0.00 Bonus Issue Promoter Group
Mrs. Dipali Ulhas Mahajan 7
19, 2019
September 0.00 Bonus Issue Promoter Group
Mr. Girishankar Baliram Patil 7
19, 2019
October 10, 0.00 Acquired Promoter and Director
Mr. Suresh Gunwant Fegde 16
2019
October 10, 0.00 Transfered Promoter Group
Mr. UlhasRamdas Mahajan 8
2019
October 10, 0.00 Transfered Promoter Group
Mrs. Dipali Ulhas Mahajan 8
2019
October 10, 0.00 Acquired Promoter and Director
Mrs. Alka Mukund Kulkarni 16
2019
October 10, 0.00 Transfered Promoter Group
Mrs. Lata Girishankar Patil 8
2019
October 10, 0.00 Transfered Promoter Group
Mr. Girishankar Baliram Patil 8
2019
November 5, M/s B.S.Steels (sole 0.00 Transfered Promoter Group
2019 proprietorship of Mr. 8
Amarjeetsingh Bali)
November 5, 0.00 Acquired Promoter Group
Mrs. Reshma Jayant Fegde 8
2019
November 0.00 Acquired Promoter and Director
Mr. Mukund Narayan Kulkarni 100
15, 2019
November 0.00 Transfered Promoter and Director
Mr. Suresh Gunwant Fegde (100)
15, 2019
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SM Auto Stamping Limited

November 0.00 Transfered Promoter and Director

Mrs. Alka Mukund Kulkarni (200)
15, 2019
November 0.00 Acquired Promoter Group
Mr. Ajinkya Mukund Kulkarni 100
15, 2019
November 0.00 Acquired Promoter Group
Mr. Jayant Suresh Fegde 100
15, 2019

17. None of our Promoters, Promoter Group, our Directors and their relatives has entered into any financing arrangement or
financed the purchase of the Equity Shares of our Company by any other person during the period of six months immediately
preceding the date of filing of the Draft Prospectus.

18. Details of Promoters’ Contribution Locked-in for Three Years

Pursuant to Regulation 236 and 238 of SEBI (ICDR) Regulations, 2018, an aggregate of 20% of the post issue capital held by our
Promoters shall be considered as Promoter’s Contribution (“Promoters Contribution”) and shall be locked-in for a period of
three years from the date of allotment of Equity shares issued pursuant to this Issue. The lock in of Promoter’s Contribution would
be created as per applicable law and procedure and details of the same shall also be provided to the Stock Exchange before listing
of the Equity Shares.

As on the date of this Draft Prospectus, our Promoters collectively hold 1,04,47,616 Equity Shares constituting 73.12% of the
Post – Issued, subscribed and paid up Equity Share Capital of our Company, which are eligible for the Promoters’ contribution.

Our Promoters have given written consent to include 29,40,000 Equity Shares held by them and subscribed by them as part of
Promoters Contribution constituting 20.58% of the post issue Equity Shares of our Company. Further, they have agreed not to sell
or transfer or pledge or otherwise dispose of in any manner, the Promoters contribution, for a period of three years from the date
of allotment in the Issue.

Date of Allotment/ No. of Equity Face Value Issue/ Acquisition/ Nature of Post-Issue Lock in
transfer and made Shares locked- Per Share Transfer Price transaction Shareholding Period
fully paid up in* (₹) (₹) %
Mr. Suresh Gunwant Fegde
September 19, 2019 9,80,000 10 Nil Bonus Issue 6.86% 3 years
Mrs. Alka Mukund Kulkarni
September 19, 2019 19,60,000 10 Nil Bonus Issue 13.72% 3 years
Total 29,40,000 10 Nil 20.58% 3 years
*Assuming full subscription to the Issue

The minimum Promoter’s contribution has been brought in to the extent of not less than the specified minimum lot and from
persons defined as “Promoter” under the SEBI (ICDR) Regulations. All Equity Shares, which are being locked in are not
ineligible for computation of Minimum Promoters Contribution as per Regulation 237 of the SEBI (ICDR) Regulations and are
being locked in for 3 years as per Regulation 238(a) of the SEBI (ICDR) Regulations i.e. for a period of three years from the date
of allotment of Equity Shares in this issue.

No Equity Shares proposed to be locked-in as Minimum Promoters Contribution have been issued out of revaluation reserve or for
consideration other than cash and revaluation of assets or capitalization of intangible assets, involved in such transactions.

The entire pre-issue shareholding of the Promoters, other than the Minimum Promoters contribution which is locked in for three
years, shall be locked in for a period of one year from the date of allotment in this Issue.

Eligibility of Share for “Minimum Promoters Contribution in terms of clauses of Regulation 237(1) of SEBI (ICDR)
Regulations, 2018

Eligibility Status of Equity Shares forming

Reg. No. Promoters’ Minimum Contribution Conditions
part of Promoter’s Contribution
237(1) (a) (i) Specified securities acquired during the preceding three The Minimum Promoter’s contribution does not
years, if they are acquired for consideration other than cash consist of such Equity Shares which have been
and revaluation of assets or capitalization of intangible acquired for consideration other than cash and
assets is involved in such transaction revaluation of assets or capitalization of
intangible assets. Hence Eligible
237 (1) (a) (ii) Specified securities acquired during the preceding three The minimum Promoter’s contribution does not

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SM Auto Stamping Limited

Eligibility Status of Equity Shares forming

Reg. No. Promoters’ Minimum Contribution Conditions
part of Promoter’s Contribution
years, resulting from a bonus issue by utilization of consist of such Equity Shares. Hence Eligible
revaluation reserves or unrealized profits of the issuer or
from bonus issue against Equity Shares which are
ineligible for minimum promoters’ contribution
237 (1) (b) Specified securities acquired by promoters during the The minimum Promoter’s contribution does not
preceding one year at a price lower than the price at which consist of such Equity Shares. Hence Eligible.
specified securities are being offered to public in the initial
public offer
237(1) (c) Specified securities allotted to promoters during the The minimum Promoter’s contribution does not
preceding one year at a price less than the issue price, consist of such Equity Shares. Hence Eligible.
against funds brought in by them during that period, in case
of an issuer formed by conversion of one or more
partnership firms, where the partners of the erstwhile
partnership firms are the promoters of the issuer and there
is no change in the management: Provided that specified
securities, allotted to promoters against capital existing in
such firms for a period of more than one year on a
continuous basis, shall be eligible
237 (1) (d) Specified securities pledged with any creditor. Our Promoters have not Pledged any shares with
any creditors. Accordingly, the minimum
Promoter’s contribution does not consist of such
Equity Shares. Hence Eligible.

Details of Promoters’ Contribution Locked-in for One Year

In terms of Regulation 238(b) and 239 of the SEBI (ICDR) Regulations, 2018, in addition to the Minimum Promoters contribution
which is locked in for three years, as specified above, the entire pre-issue equity share capital constituting 75,07,832Equity Shares
shall be locked in for a period of one year from the date of allotment of Equity Shares in this Issue.

In terms of Regulation 241 of the SEBI (ICDR) Regulations, 2018, the Equity Shares which are subject to lock-in shall carry
inscription ‘non-transferable’ along with the duration of specified non-transferable period mentioned in the face of the security
certificate. The shares which are in dematerialized form, if any, shall be locked-in by the respective depositories. The details of
lock-in of the Equity Shares shall also be provided to the Designated Stock Exchange before the listing of the Equity Shares.

Other requirements in respect of lock-in:

a) In terms of Regulation 242 of the SEBI (ICDR) Regulations, the locked in Equity Shares held by the Promoters, as
specified above, can be pledged with any scheduled commercial bank or public financial institutionor a systemically
important non-banking finance company or a housing finance company as collateral security for loan granted by such
bank or institution provided that the pledge of Equity Shares is one of the terms of the sanction of the loan. Provided that
securities locked in as minimum promoter contribution may be pledged only if, in addition to fulfilling the above
requirements, the loan has been granted by such bank or institution, for the purpose of financing one or more of the
objects of the Issue.

b) In terms of Regulation 243 of the SEBI (ICDR) Regulations, the Equity Shares held by persons other than the Promoters
prior to the Issue may be transferred to any other person holding the Equity Shares which are locked in as per Regulation
239 of the SEBI (ICDR) Regulations, subject to continuation of the lock-in in the hands of the transferees for the
remaining period and compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as
applicable.

c) Further in terms of Regulation 243 of the SEBI (ICDR) Regulations, the specified securities held by the promoters and
locked-in as per regulation 238 may be transferred to another promoter or any person of the promoter group or a new
promoter or a person in control of the issuer subject to continuation of the lock-in in the hands of the transferees for the
remaining period and compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as
applicable.

24. Neither, we nor our Promoters, Directors and the LM to this Issue have entered into any buyback and / or standby
arrangements and / or similar arrangements for the purchase of our Equity Shares from any person.

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SM Auto Stamping Limited

25. As on the date of this Draft Prospectus, the entire Issued Share, Subscribed and Paid-up Share Capital of our Company is
fully paid up. Since the entire issue price in respect of the issue is payable on application, all the successful applicants will be
allotted fully paid up Equity shares.

26. The LM i.e. Hem Securities Limited and their associates do not hold any Equity Shares in our Company as on the date of
filing of this Draft Prospectus.

27. As on the date of this Draft Prospectus, we do not have any Employees Stock Option Scheme / Employees Stock Purchase
Scheme and we do not intend to allot any shares to our employees under Employee Stock Option Scheme/ Employee Stock
Purchase Plan from the proposed issue. As and when, options are granted to our employees under the Employee Stock Option
Scheme, our Company shall comply with the SEBI (Share Based Employee Benefits) Regulations, 2014.

28. We have 7(Seven) shareholders as on the date of filing of this Draft Prospectus.

29. As on the date of filing of this Draft Prospectus, there are no outstanding warrants, options or rights to convert debentures,
loans or other instruments which would entitle Promoters or any shareholders or any other person any option to acquire our
Equity Shares after this Initial Public Offer

30. Our Company has not raised any bridge loan against the proceeds of the Issue.

31. As on the date of this Draft Prospectus, none of the shares held by our Promoters / Promoters Group are subject to any pledge.

32. We here by confirm that there will be no further issue of capital whether by way of issue of bonus shares, preferential
allotment, rights issue or in any other manner during the period commencing from the date of the Draft Prospectus until the
Equity Shares offered have been listed or application money unblocked on account of failure of Issue.

33. None of our Equity Shares have been issued out of revaluation reserve created out of revaluation of assets.

34. An over-subscription to the extent of 10% of the Issue can be retained for the purpose of rounding off to the nearest integer
during finalizing the allotment, subject to minimum allotment, which is the minimum application size in this Issue.
Consequently, the actual allotment may go up by a maximum of 10% of the Issue, as a result of which, the post-issue paid up
capital after the Issue would also increase by the excess amount of allotment so made. In such an event, the Equity Shares
held by the Promoter and subject to 3 year lock- in shall be suitably increased; so as to ensure that 20% of the post Issue paid-
up capital is locked in.

35. Allocation to all categories shall be made on a proportionate basis subject to valid applications received at or above the Issue
Price. Under subscription, if any, in any of the categories, would be allowed to be met with spill-over from any of the other
categories or a combination of categories at the discretion of our Company in consultation with the LM and Designated Stock
Exchange i.e. BSE. Such inter-se spill over, if any, would be affected in accordance with applicable laws, rules, regulations
and guidelines.

36. In case of over-subscription in all categories the allocation in the issue shall be as per the requirements of Regulation 253 of
SEBI (ICDR) Regulations, 2018 and its amendments from time to time.

37. The unsubscribed portion in any reserved category (if any) may be added to any other reserved category.

38. The unsubscribed portion if any, after such inter se adjustments among the reserved categories shall be added back to the net
issue to the public portion.

39. At any given point of time there shall be only one denomination of the Equity Shares, unless otherwise permitted by law.

40. Our Company shall comply with such disclosure and accounting norms as may be specified by BSE, SEBI and other
regulatory authorities from time to time.

41. There are no Equity Shares against which depository receipts have been issued.

42. Other than the Equity Shares, there is no other class of securities issued by our Company.

43. There are no safety net arrangements for this public issue.

44. As per RBI regulations, OCBs are not allowed to participate in this issue.
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SM Auto Stamping Limited

45. Our Promoters and Promoter Group will not participate in this Issue.

46. This Issue is being made through Fixed Price Issue.

47. Our Company has not made any public issue or rights issue of any kind or class of securities since its incorporation.

48. In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the SCRR) the Issue is being
made for at least 25% of the post-issue paid-up Equity Share capital of our Company. Further, this Issue is being made in
terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time.

49. No person connected with the Issue shall offer any incentive, whether direct or indirect, in the nature of discount,
commission, and allowance, or otherwise, whether in cash, kind, services or otherwise, to any Applicant.

50. We shall ensure that transactions in Equity Shares by the Promoters and members of the Promoter Group, if any, between the
date of registering the Prospectus with the RoC and the Issue Closing Date are reported to the Stock Exchanges within 24
hours of such transactions being completed.

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SM Auto Stamping Limited

OBJECTS OF THE ISSUE

The Issue includes a fresh Issue of 38,40,000 Equity Shares of our Company at an Issue Price of Rs. [●] per Equity Share. We
intend to utilize the proceeds of the Issue to meet the following objects:-

1. To meet Working Capital requirements

2. General Corporate Purpose
3. To meet issue expenses

(Collectively referred as the “Objects”)

We believe that listing will enhance our corporate image and visibility of brand name of our Company. We also believe that our
Company will receive the benefits from listing of Equity Shares on the SME Platform of BSE. It will also provide liquidity to the
existing shareholders and will also create a public trading market for the Equity Shares of our Company.

Incorporated in 2006, we are one of the auto-component manufacturers located in Nashik catering to the components and sub-
assemblies requirements of automobile parts/equipment manufacturers. Our range of product primarily covers components for
clutches, brakes, engine mountings, chassis, shaft drive, body trims, bearings etc. which are used in passenger cars, commercial
vehicles and tractors. Our products such as deep drawn components and control panel components also find application in
electrical equipments industry.

Net Proceeds

The details of the Net Proceeds are set forth below:

Particulars Amt (` in Lacs)

Gross Proceeds of the Issue [●]
Less: Issue related expenses in relation to Issue [●]
Net Proceeds [●]

Requirement of Funds and Utilization of Net Proceeds

The Net Proceeds are proposed to be used in accordance with the details as set forth below:

S. No Particulars Amt (Rs. in Lacs)

1. To meet Working Capital requirements [●]
2. General Corporate Purpose [●]
Total [●]

Our fund requirements and deployment thereof are based on internal management estimates of our current business plans and have
not been appraised by any bank or financial institution. These are based on current conditions and are subject to change in light of
changes in external circumstances or costs or in other financial conditions, business strategy, as discussed further below.

Means of Finance

We intend to finance our Objects of Issue through Net Issue Proceeds which is as follows:

Particulars Amt (` in Lacs)

Net Issue Proceeds [●]
Total [●]

Since, the entire fund requirement are to be funded from the proceeds of the Issue, there is no requirement to make firm
arrangements of finance under Regulation 230(1)(e) of the SEBI ICDR Regulations through verifiable means towards at least
75% of the stated means of finance, excluding the amounts to be raised through the proposed Issue.

In case of any increase in the actual utilization of funds earmarked for the Objects, such additional funds for a particular activity
will be met by way of means available to our Company, including from internal accruals. If the actual utilization towards any of
the Objects is lower than the proposed deployment such balance will be used for future growth opportunities including funding
existing objects, if required. In case of delays in raising funds from the Issue, our Company may deploy certain amounts towards
any of the above mentioned Objects through a combination of Internal Accruals or Unsecured Loans (Bridge Financing) and in

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SM Auto Stamping Limited

such case the Funds raised shall be utilized towards repayment of such Unsecured Loans or recouping of Internal Accruals.
However, we confirm that no bridge financing has been availed as on date, which is subject to being repaid from the Issue
Proceeds.

As we operate in competitive environment, our Company may have to revise its business plan from time to time and consequently
our fund requirements may also change. Our Company’s historical expenditure may not be reflective of our future expenditure
plans. Our Company may have to revise its estimated costs, fund allocation and fund requirements owing to various factors such
as economic and business conditions, increased competition and other external factors which may not be within the control of our
management. This may entail rescheduling or revising the planned expenditure and funding requirements, including the
expenditure for a particular purpose at the discretion of the Company’s management.

For further details on the risks involved in our business plans and executing our business strategies, please see the section titled
“Risk Factors” beginning on page 24 of this Draft Prospectus.

Details of Utilization of Net Proceeds

The details of utilization of the Net Proceeds are set forth herein below:

1. To Meet Working Capital Requirement

Our business is working capital intensive as the major capital is invested in trade receivables and inventories. The Company will
meet the requirement to the extent of ` [●] from the Net Proceeds of the Issue and balance from borrowings at an appropriate time
as per the requirement.

Details of Estimation of Working Capital requirement are as follows:

(` In Lacs)
S. Particulars Actual Actual Actual Estimated Estimated
No. (Restated - (Restated - (Restated -
Standalone) Standalone) Standalone)
31-March- 31-March- 30-June-19 31-March- 31-March-21
18 19 20
I Current Assets
Inventories 715.26 784.71 750.18 [●] [●]
Trade receivables 1,050.57 996.21 968.76 [●] [●]
Cash and cash equivalents 19.76 11.05 10.00 [●] [●]
Short Term Loans and Advances 107.27 136.46 159.12 [●] [●]
Other Current Assets 85.14 192.12 162.85 [●] [●]
Total(A) 1978.00 2120.55 2050.91 [●] [●]
II Current Liabilities
Trade payables 1,236.98 1,086.78 879.66 [●] [●]
Other Current Liabilities 312.94 309.43 303.40 [●] [●]
Short Term Provisions 90.16 129.95 116.46 [●] [●]
Total (B) 1,640.08 1,526.16 1,299.52 [●] [●]
III Total Working Capital Gap (A-B) 337.92 594.39 751.39 [●] [●]
IV Funding Pattern
Short Term borrowings and Internal [●] [●]
337.92 594.39 751.39
Accruals
IPO Proceeds [●]

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SM Auto Stamping Limited

Justification:

S. No. Particulars
Inventories We expect Inventories turnover days to be at [●] Days for F.Y. 2019-20 & [●] Days for F.Y. 2020-21 based
on [●]
Debtors We expect Debtors Holding days to be at [●] Days for F.Y. 2019-20 & [●] Days for F.Y. 2020-21 based on
[●]
Creditors We expect Creditors payments days to be [●] days for F.Y. 2019-20 & [●] Days for F.Y. 2020-21 due to [●]

2. General Corporate Purpose

Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds earmarked for
general corporate purposes. We intend to deploy the balance Fresh Issue proceeds aggregating `[●] towards the general corporate
purposes to drive our business growth. In accordance with the policies set up by our Board, we have flexibility in applying the
remaining Net Proceeds, for general corporate purpose including but not restricted to, meeting operating expenses, initial
development costs for projects other than the identified projects, and the strengthening of our business development and marketing
capabilities, meeting exigencies, which the Company in the ordinary course of business may not foresee or any other purposes as
approved by our Board of Directors, subject to compliance with the necessary provisions of the Companies Act, 2013.

We confirm that any issue related expenses shall not be considered as a part of General Corporate Purpose. Further, we confirm
that the amount for general corporate purposes, as mentioned in the Draft Prospectus, shall not exceed 25% of the amount raised
by our Company through this Issue.

3. Public Issue Expenses

The total estimated Issue Expenses are Rs. [●], which is [●] % of the total Issue Size. The details of the Issue Expenses are
tabulated below:

Activity (Rs .in As a % of As a % of

Lakh)* Estimates Issue Size
Issue
Expenses
Lead Manger Fees [●] [●] [●]
Underwriting Commission [●] [●] [●]
Market Making Charges for first year of Listing [●] [●] [●]
Fees Payable to Registrar to the Issue [●] [●] [●]
Fees Payable to Advertising and Marketing Expenses [●] [●] [●]
Fees Payable to Regulators including Stock Exchanges [●] [●] [●]
Payment for Printing & Stationery, Distribution, Postage, etc [●] [●] [●]
Others (Fees Payable to Statutory Auditor, Fees to Legal Advisors, Marketing [●] [●] [●]
Expenses, Brokerage*, Processing Fees for Application and Miscellaneous
Expenses)
Total [●] [●] [●]
* Includes commission/Processing fees of Rs. [●] per valid application forms for SCSB‟s. In case the total processing fees
payable to SCSBs exceeds Rs. [●] lakh, then the amount payable to SCSBs would be proportionately distributed based on the
number of valid applications such that the total Processing Fees payable does not exceed Rs. [●] lakh.

Proposed Schedule of Implementation:

The proposed year wise break up of deployment of funds and Schedule of Implementation of Net Issue Proceeds is as under:
(` In Lakhs)
S. No. Particulars Amount to be deployed and utilized in
F.Y. 19-20 F.Y. 20-21

1. To meet Working Capital Requirements [●] [●]

2. General Corporate Purpose [●] [●]
Total [●] [●]

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Funds Deployed and Source of Funds Deployed:

[●], Chartered Accountants vide their certificate dated [●] have confirmed that as on date of certificate the following funds have
been deployed for the proposed object of the Issue:

Particulars Amt (` in Lakh)

Issue Expenses [●]
Total [●]

Sources of Financing for the Funds Deployed:

[●], Chartered Accountants vide their certificate dated [●] have confirmed that as on date of certificate the following funds have
been deployed for the proposed object of the Issue:

Particulars Amt (` in Lakh)

Internal Accruals [●]
Total [●]

Appraisal

None of the Objects have been appraised by any bank or financial institution or any other independent third party organization.
The funding requirements of our Company and the deployment of the proceeds of the Issue are currently based on available
quotations and management estimates. The funding requirements of our Company are dependent on a number of factors which
may not be in the control of our management, including but not limited to variations in interest rate structures, changes in our
financial condition and current commercial conditions of our Business and are subject to change in light of changes in external
circumstances or in our financial condition, business or strategy.

Shortfall of Funds

Any shortfall in meeting the fund requirements will be met by way of internal accruals and or unsecured Loans.

Bridge Financing Facilities

As on the date of the Draft Prospectus, we have not raised any bridge loans which are proposed to be repaid from the Net
Proceeds.

Monitoring Utilization of Funds

The Audit committee & the Board of Directors of our Company will monitor the utilization of funds raised through this public
issue. Pursuant to Regulation 32 of SEBI Listing Regulation 2015, our Company shall on half-yearly basis disclose to the Audit
Committee the Applications of the proceeds of the Issue. On an annual basis, our Company shall prepare a statement of funds
utilized for purposes other than stated in the Draft Prospectus and place it before the Audit Committee. Such disclosures shall be
made only until such time that all the proceeds of the Issue have been utilized in full. The statement of funds utilized will be
certified by the Statutory Auditors of our Company.

Interim Use of Proceeds

Pending utilization of the Issue proceeds of the Issue for the purposes described above, our Company will deposit the Net
Proceeds with scheduled commercial banks included in schedule II of the RBI Act.

Our Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of any listed
company or for any investment in the equity markets or investing in any real estate product or real estate linked products.

Variation in Objects

In accordance with Section 27 of the Companies Act, 2013, our Company shall not vary the objects of the Issue without our
Company being authorized to do so by the Shareholders by way of a special resolution. In addition, the notice issued to the
Shareholders in relation to the passing of such special resolution shall specify the prescribed details as required under the
Companies Act and shall be published in accordance with the Companies Act and the rules there under. As per the current
provisions of the Companies Act, our Promoters or controlling Shareholders would be required to provide an exit opportunity to

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such shareholders who do not agree to the proposal to vary the objects, at such price, and in such manner, as may be prescribed by
SEBI, in this regard.

Other confirmations

There is no material existing or anticipated transactions with our Promoter, our Directors and our Company’s key Managerial
personnel, in relation to the utilization of the Net Proceeds.

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BASIS FOR ISSUE PRICE

Investors should read the following summary with the section titled “Risk Factors”, the details about our Company under the
section titled "Our Business" and its financial statements under the section titled "Financial Information of the Company"
beginning on page 24, 95 and 133 respectively of the Draft Prospectus. The trading price of the Equity Shares of Our Company
could decline due to these risks and the investor may lose all or part of his investment.

The Issue Price will be determined by our Company in consultation with the LM on the basis of the quantitative and qualitative
factors as described below. The face value of the Equity Shares is ` 10.00 each and the Issue Price is Rs. [●] times of the face
value.

QUALITATIVE FACTORS

We believe the following business strengths allow us to successfully compete in the industry:

 In-house die making facilities and Machining Centre

 Wide product range and customized product offering
 Vast Experience of Promoters
 Existing customer relationship

For a detailed discussion on the qualitative factors which form the basis for computing the price, please refer to sections titled
"Our Business" beginning on page 95 of the Draft Prospectus.

QUANTITATIVE FACTORS

The information presented below relating to our Company is based on the Restated Consolidated Financial Statements. For
details, please refer section titled “Financial Information of the Company” on page 133 of this Draft Prospectus.

Some of the quantitative factors which may form the basis for calculating the Issue Price are as follows:

1. Basic & Diluted Earnings per share (EPS) (Face value of Rs. 10 each), as adjusted for change in capital (including effect
of bonus issue of shares made on September19, 2019):

As per the Restated Consolidated Financial Statements;

Sr. No Period Basic & Diluted(`) Weights

1. FY 2016-17 (1.66) 1
2. FY 2017-18 0.80 2
3. FY 2018-19 2.54 3
Weighted Average 1.26 6
For the period ended June 30, 2019* 0.18
*Not Annualized

Notes:
i. The figures disclosed above are based on the Restated Consolidated Financial Statements of the Company.
ii. The face value of each Equity Share is `10.00.
iii. Earnings per Share has been calculated in accordance with Accounting Standard 20 – “Earnings per Share” issued by the
Institute of Chartered Accountants of India.
iv. The above statement should be read with Significant Accounting Policies and the Notes to the Restated Financial Statements
as appearing in Annexure IV.
v. Basic Earnings per Share = Net Profit/(Loss) after tax, as restated attributable to equity shareholders / Weighted average
number of equity shares outstanding during the year/ period
vi. Diluted Earnings per Share = Net Profit/(Loss) after tax, as restated attributable to equity shareholders / Weighted average
number of diluted potential equity shares outstanding during the year/ period.

Price Earning (P/E) Ratio in relation to the Issue Price of Rs. [●]

Particulars (P/E) Ratio

P/E ratio based on the Basic & Diluted EPS, as restated for FY 2018-19. [●]
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P/E ratio based on the Weighted Average EPS, as restated. [●]

Industry P/E Ratio*

1 Highest (Omax Autos Limited) 229
2 Lowest (Rasandik Engineering Industries India Limited) 11.36
3 Average 80.12
* Considering the nature of business of our company, the peers are not strictly comparable; however same have been included for
broad comparison.

Note:

i. The P/E ratio has been computed by dividing Issue Price with EPS.
ii. The Average P/E Ratio has been computed by taking into consideration P/E of Omax Autos Limited, Rasandik Engineering
Industries India Limited andAutoline Industries Ltd.

3. Return on Net worth (RoNW)*

Sr. No Period RONW (%) Weights

1 FY 2016-17 (22.45%) 1
2 FY 2017-18 9.82% 2
3 FY 2018-19 23.68% 3
Weighted Average 11.37% 6
For the period ended June 30, 2018** 1.62%
*Restated Profit after tax /Net Worth
**Not Annualised

Note:

i. The RoNW has been computed by dividing net profit after tax (excluding exceptional items) with restated Networth as at the end
of the year/period

4. Net Asset Value (NAV) per Equity Share:

Amt. in Rs.
Sr. No. NAV per Equity Share
1. As at March 31, 2019 85.81
2. As at June 30, 2019 87.22
3. NAV per Equity Share after the Issue [●]
4. Issue Price [●]

Note:

i. The NAV per Equity Share has been computed by dividing restated networth with total number of equity shares outstanding at
the end of the year/period.

6. Comparison of Accounting Ratios with Industry Peers:

Name of Company Current Face EPS(Rs.) PE RoNW Book Value Total Income
Market Value (%) (Rs.) (Rs. in crores)
Price (Rs.)
(Rs.)

SM Auto Stamping [●] 10 2.54 [●] 23.68% 85.81(v) 76.30

Limited
Peer Group*
Omax Autos Limited 45.80 10 0.20 229 0.19% 107.09 1004.43

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Rasandik Engineering 56.00 10 4.93 11.36 2.71% 179.45 274.56

Industries India Limited
Autoline Industries Ltd. 25.75 10 (2.32) - -4.29% 33.38 454.31
* Considering the nature of business of our company, the peers are not strictly comparable; however same have been included for
broad comparison.

Notes:

i) Current Market Price (CMP) is taken as the closing price of respective scrips as on December19, 2019 at BSE Limited. For our
Company, we have taken CMP as the issue price of equity share. Further, P/E Ratio is based on the CMP of the respective scrips.

ii) The EPS, NAV, RonW and revenue from operations of the Company are taken as per Restated Financial Statement for the
Financial Year 2018-19

iii) The Figures of respective Peer group Companies as at March 31, 2019 are taken from their Annual Report uploaded on the
website of the Stock Exchange(s).

iv) NAV per share is computed as the closing net worth divided by the closing outstanding number of paid up equity shares.

v) P/E Ratio has been computed based on the closing market price of peer group’s equity shares on December 19, 2019 at BSE
Limited, as divided by the Basic EPS provided.

vi) RoNW has been computed as net profit after tax divided by closing net worth.

vii) Net worth has been computed in the manner as specifies in Regulation 2(1)(hh) of SEBI (ICDR) Regulations, 2018.

viii) The face value of Equity Shares of our Company is Rs. 10/- per Equity Share and the Issue price is [●] times the face value of
equity share.

The Issue Price of ₹ [●] will be determined by our Company in consultation with the LM and will be justified by us in
consultation with the LM on the basis of the above information. Investors should read the abovementioned information along with
"Our Business", "Risk Factors" and "Restated Consolidated Financial Statements" on pages 95, 24 and 133, respectively of
this Draft Prospectus to have a more informed view. The trading price of the Equity Shares of our Company could decline due to
the factors mentioned in "Risk Factors" or any other factors that may arise in the future and you may lose all or part of your
investments.

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SM Auto Stamping Limited

STATEMENT OF TAX BENEFITS

To,
The Board of Directors,
SM Auto Stamping Limited
J-41, MIDC, Ambad Nashik-422010,
Maharashtra, India

Sub: Statement of Possible Tax Benefits (‘The Statement’) available to SM Auto Stamping Limited (“The Company”) and its
shareholders prepared in accordance with the requirement of Securities and Exchange Board of India (Issue of Capital Disclosure
Requirements) Regulations 2018, as amended (“The Regulation”)

We hereby report that the enclosed annexure prepared by SM Auto Stamping Limited, states the possible special Tax benefits
available to SM Auto Stamping Limited (“the Company”) and the shareholders of the Company under the Income - Tax Act, 1961
(‘Act’), presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the
conditions prescribed under the relevant provisions of the Act. Hence, the ability of the Company or its shareholders to derive the
tax benefits is dependent upon fulfilling such conditions which, based on business imperatives, the Company may or may not
choose to fulfill.

The benefits discussed in the enclosed Annexure cover only special tax benefits available to the Company and do not cover any
general tax benefits available to the Company Further , the preparation of enclosed statement and the contents stated therein is the
responsibility of the Company’s management. We are informed that, this Statement is only intended to provide general
information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the
individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax
consultant with respect to the specific tax implications arising out of their participation in the proposed initial public offering of
equity shares (“the Issue”) by the Company.

We do not express any opinion or provide any assurance as to whether:

a) The Company or its Equity Shareholders will continue to obtain these benefits in future; or
b) The conditions prescribed for availing the benefits have been / would be met with.

The contents of the enclosed statement are based on information, explanations and representations obtained from the Company
and on the basis of our understanding of the business activities and operations of the Company. Our views are based on facts and
assumptions indicated to us and the existing provisions of tax law and its interpretations, which are subject to change or
modification from time to time by subsequent legislative, regulatory, administrative, or judicial decisions. Any such changes,
which could also be retrospective, could have an effect on the validity of our views stated herein. We assume no obligation to
update this statement on any events subsequent to its issue, which may have a material effect on the discussions herein. This
report including enclosed annexure are intended solely for your information and for the inclusion in the Draft Prospectus/
Prospectus or any other issue related material in connection with the proposed initial public offer of the Company and is not to be
used, referred to or distributed for any other purpose without our prior written consent.

For Milind M. Kulkarni & Associates,

Chartered Accountants

Sd/-

CA Atul Deshpande
Partner
Firm Registration Number: 126975W
Membership No: 118218
Place:- Nashik
Date:- December 28, 2019

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SM Auto Stamping Limited

ANNEXURE TO THE STATEMENT OF POSSIBLE TAX BENEFITS

The information provided below sets out the possible special tax benefits available to the Company and the Equity Shareholders
under the Income Tax Act 1961 presently in force in India. It is not exhaustive or comprehensive and is not intended to be a
substitute for professional advice. Investors are advised to consult their own tax consultant with respect to the tax implications of
an investment in the Equity Shares particularly in view of the fact that certain recently enacted legislation may not have a direct
legal precedent or may have a different interpretation on the benefits, which an investor can avail.

YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX IMPLICATIONS AND
CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN YOUR PARTICULAR
SITUATION.

A. SPECIAL TAX BENEFITS TO THE COMPANY NIL

B. SPECIAL TAX BENEFITS TO THE SHAREHOLDER NIL

Note:

1. All the above benefits are as per the current tax laws and will be available only to the sole / first name holder where the shares
are held by joint holders.

2. The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law benefits or
benefit under any other law.

No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the
existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility
to update the views consequent to such changes. We do not assume responsibility to update the views consequent to such changes.
We shall not be liable to any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this
assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not be
liable to any other person in respect of this statement.

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SM Auto Stamping Limited

INDUSTRY OVERVIEW

The information in this section has been extracted from various websites and publicly available documents from various industry
sources. The data may have been re-classified by us for the purpose of presentation. Neither we nor any other person connected
with the issue has independently verified the information provided in this section. Industry sources and publications, referred to in
this section, generally state that the information contained therein has been obtained from sources generally believed to be
reliable but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured,
and, accordingly, investment decisions should not be based on such information.

GLOBAL ECONOMIC OVERVIEW

The global growth outlook has weakened amid unresolved trade tensions and elevated international policy uncertainty. Across
both developed and developing countries, growth projections for 2019 have been downgraded. Alongside a slowdown in
international trade, business sentiments have deteriorated, casting a cloud on investment prospects. In response to softening
economic activity and subdued inflationary pressures, major central banks have eased their monetary policy stances.

While part of the growth slowdown reflects temporary factors, downside risks remain high. Prolonged trade disputes could have
significant spillovers, including through weaker investment and the disruption of production networks. Recent monetary policy
shifts have reduced short-term financial pressures, but may further fuel debt accumulation, increasing medium-term risks to
financial stability. These persistent macroeconomic risks are compounded by greater frequency and intensity of natural disasters,
reflecting the rising effects of climate change.

In the face of these multifaceted challenges, tackling the current growth slowdown and placing the world economy on a robust
path towards the 2030 Agenda for Sustainable Development require more comprehensive and well-targeted policy responses. This
should include a combination of monetary, fiscal and development-oriented measures. A coordinated, multilateral approach to
global climate policy, including a price on carbon, is an important element of this policy mix. Increasing use of internal CO2
prices by the private sector indicates some willingness by firms to adapt to expected policy changes. The deterioration in growth
prospects of many countries that are already lagging behind poses additional challenges for sustainable development, especially
the goal to universally eradicate poverty by 2030. Future progress on poverty reduction will, to a significant extent, depend on the
effective management of ongoing urbanization, particularly in Africa and South Asia.

Growth projections for 2019 have been revised downward in all major developed economies. In the United States, the growth
momentum is projected to moderate as headwinds from trade policy are compounded by the waning effects of fiscal stimulus. In
Europe, while the effects of auto production disruptions are expected to dissipate, economic activity will be dampened by weaker
confidence, softer external demand and prolonged uncertainty surrounding Brexit developments. In Japan, weak external demand
has weighed on investment in the manufacturing sector, while household consumption remains sluggish.

The growth outlook for many developing economies has also weakened. Southern Africa, Western Asia and Latin America and
the Caribbean have seen particularly large downward revisions for growth in 2019. The weaker prospects for Southern Africa are
attributable to the devastation caused by cyclone Idai, coupled with a subdued outlook for South Africa’s economy, which is
severely hampered by power shortages. In Western Asia, growth in Saudi Arabia is projected to slow amid oil production cuts,
while Turkey will only gradually emerge from recession, following a sharp contraction in domestic demand in the second half of
2018. The downward revision of the outlook for Latin America and the Caribbean reflects weaker-than-expected activity in the
region’s largest economies—Argentina, Brazil and Mexico—and a further severe contraction in the Bolivarian Republic of
Venezuela. In contrast, growth prospects remain favourable in other developing regions, most notably East Africa and East Asia.
In China, recent policy stimulus measures will largely offset the adverse effects from trade tensions. Despite
downward revisions, growth in India remains strong amid robust domestic demand.

(Source: United Nations Report on World Economic Situation and Prospects as of mid-2019)

GDP growth forecasts for 2019

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SM Auto Stamping Limited

Growth of world output, 2017–2020

Change from
Annual Percentage Change WESP 2019
January forecast

2017 2018 (a) 2019 (b) 2020 (b) 2019 2020

World 3.1 3 2.7 2.9 -0.3 -0.1
Developed economies 2.3 2.2 1.8 1.8 -0.3 -0.1
USA 2.2 2.9 2.3 2.1 -0.2 0.1
Japan 1.9 0.8 0.8 1 -0.6 -0.2
European Union 2.4 1.9 1.5 1.8 -0.5 -0.3
EU-15 2.2 1.7 1.3 1.6 -0.5 -0.2
EU-13 4.7 4.3 3.6 3.4 0 -0.1
Euro area 2.4 1.8 1.4 1.6 -0.5 -0.3
Other developed countries 2.5 2.3 2.1 2.2 -0.2 0
Economies in transition 2 2.7 2 2.3 0 -0.3
South-Eastern Europe 2.4 3.9 3.4 3.2 -0.3 -0.5
Commonwealth of Independent States and Georgia 2 2.7 1.9 2.3 -0.1 -0.2
Russian Federation 1.6 2.3 1.4 2 0 -0.1
Developing economies 4.4 4.3 4.1 4.5 -0.2 -0.1
Africa 2.6 2.7 3.2 3.7 -0.2 0
North Africa 3.2 2.6 3.1 4.2 -0.3 0.7
East Africa 5.9 6.1 6.4 6.5 0 0
Central Africa 0.1 1.3 2.7 2.7 0.2 -1.1
West Africa 2.5 3.2 3.5 3.6 0.1 -0.2
Southern Africa 0.9 0.9 1.4 2.1 -0.7 -0.5
East and South Asia 6.1 5.8 5.4 5.6 -0.1 -0.1
East Asia 6 5.8 5.5 5.5 -0.1 0
China 6.8 6.6 6.3 6.2 0 0
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South Asia 6.3 5.7 5 5.8 -0.4 -0.1

India (c) 7.1 7.2 7 7.1 -0.6 -0.4
Western Asia 2.5 2.5 1.7 2.6 -0.7 -0.8
Latin America and the Caribbean 1.1 0.9 1.1 2 -0.6 -0.3
South America 0.6 0.3 0.7 2 -0.7 -0.3
Brazil 1.1 1.1 1.7 2.3 -0.4 -0.2
Mexico and Central America 2.4 2.3 2 2.1 -0.5 -0.2
Caribbean 0 1.9 1.9 2.5 -0.1 0.5
Least developed countries 4.2 4.8 4.6 5.8 -0.5 0.1
Memorandum items:
World trade (d) 5.3 3.6 2.7 3.4 -1 -0.5
World output growth with purchasing power
parity-based weights 3.7 3.6 3.3 3.6 -0.3 -0.1

Source: UN/DESA.
a Partly estimated.
b UN/DESA forecasts.
c Fiscal year basis.
d Includes goods and services.

(Source: United Nations Report on World Economic Situation and Prospects as of mid-2019)

ECONOMIC OUTLOOK OF INDIA

As the world’s third largest economy in purchasing parity terms, India aspires to better the lives of all its citizens and become a
high-middle income country by 2030. Between 2011-15, more than 90 million people escaped extreme poverty and improved
their living standards thanks to robust economic growth. However, India’s growth rate has decelerated in the past two years.

In recent years, the country has made a significant dent in poverty levels, with extreme poverty dropping from 46 percent to an
estimated 13.4 percent over the two decades before 2015. While India is still home to 176 million poor people, it is seeking to
achieve better growth, as well as to promote inclusion and sustainability by reshaping policy approaches to human development,
social protection, financial inclusion, rural transformation, and infrastructure development.

While the country’s development trajectory is strong, challenges remain. Economic performance has been strong, but
development has been uneven, with the gains of economic progress and access to opportunities differing between population
groups and geographic areas. Implementation challenges of indirect tax reforms, stress in the rural economy and a high youth
unemployment rate in urban areas may have moderated the pace of poverty reduction since 2015. Despite regulatory
improvements to spur competitiveness, levels of private investment and exports continue to be relatively low, undermining
prospects for longer term growth. The country’s human development indicators – ranging from education outcomes to a low and
declining rate of female labor force participation - underscore its substantial development needs.

India’s ability to achieve rapid, sustainable development will have profound implications for the world. India’s success will be
central to the world’s collective ambition of ending extreme poverty and promoting shared prosperity, as well as for achieving the
2030 Sustainable Development Goals (SDGs). Indeed, the world will be only able to eliminate poverty if India succeeds in lifting
its citizens above the poverty line.

For international trade and the health of the global economy too, India’s growth will be ever more important. Growth is projected
to be 6.0 percent this fiscal year and expected to rise to 6.9 percent in 2020/21 and to 7.2 percent in the following year. In
addition, the carbon footprint India leaves as it propels its high growth will have a significant influence on the planet’s ability to
keep global warming within the 2-degree threshold.

On crucial issues ranging from managing scarce water resources, to modernizing food systems, to improving rural livelihoods, to
ensuring that megacities become engines of sustainable economic growth and inclusion, India’s development trajectory will have
a major influence on the rest of the world.

At the same time, India’s growing economic and political stature and the relevance of its experience, know-how and investments
for the development efforts of other nations well-position the country to play a greater leadership role in the global arena.
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SM Auto Stamping Limited

(Source: https://www.worldbank.org/en/country/india/overview#1)

India continues to remain the fastest growing major economy in the world in 2018- 19, despite a slight moderation in its GDP
growth from 7.2 per cent in 2017-18 to 6.8 per cent in 2018-19. On the other hand, the world output growth declined from 3.8 per
cent in 2017 to 3.6 per cent in 2018. The slowdown in the world economy and Emerging Market and Developing Economies
(EMDEs) in2018 followed the escalation of US China trade tensions, tighter credit policies in China, and financial tightening
alongside the normalization of monetary policy in the larger advanced economies. In 2019, when the world economy and EMDEs
are projected to slow down by 0.3 and 0.1 percentage points respectively, growth of Indian economy is forecast to increase.

Growth rate of real GDP (per cent):

India is the seventh largest economy in terms of Gross Domestic Product (GDP) in current US$ and has emerged as the fastest
growing major economy. The average growth rate of India was not only higher than China’s during 2014-15 to 2017-18 but much
higher than that of other top major economies (measured in terms of GDP at current US$ terms) as well. With Purchasing Power
Parity (PPP) adjustments, India’s GDP at current international dollar, ranks third in the world.

The contribution of the Indian economy to the GDP of EMDEs and world economy has increased consistently over the years. In a
span of less than a decade, India’s contribution to EMDEs GDP has increased by around 1.3 percentage points and to the world
economy by around 0.7 percentage points. India’s share in GDP of EMDEs stood at 8 per cent in 2018. As per the WEO, April
2019 of IMF, going forward, the growth of world economy will be bolstered mainly by growth in China and India and their
increasing weights in world income. In EMDEs group, India and China are the major drivers of growth. The global economy—in
particular the global growth powerhouse, China—is rebalancing, leading to an increasing role for India. Hence, India’s
contribution has become much more valuable to the global economy.

India’s share in GDP of EMDEs and World (per cent):

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Outlook of the Economy

 The year 2019-20 has delivered a huge political mandate for the government, which augurs well for the prospects of high
economic growth. Real GDP growth for the year 2019-20 is projected at 7 per cent, reflecting a recovery in the economy
after a deceleration in the growth momentum throughout 2018-19. The growth in the economy is expected to pick up in
2019-20 as macroeconomic conditions continue to be stable while structural reforms initiated in the previous few years
are continuing on course. However, both downside risks and upside prospects persist in 2019-20.

 Investment rate, which was declining from 2011-12 seems to have bottomed out. It is expected to pick up further in the
year 2019-20 on the back of higher credit growth and improved demand. The political stability in the country should
push the animal spirits of the economy, while the higher capacity utilization and uptick in business expectations should
increase investment activity in 2019-20.

 The oil prices increased in 2018-19 by around 14 $/bbl. However, oil prices are expected to decline in 2019-20 from the
current level (based on the oil futures price for 2019-20). This should provide a positive push to consumption.

 Prospects of export growth remain weak for 2019-20 if status quo is maintained. However, reorientation of export
policies to target countries/markets based on our own relative comparative advantage and the importing country’s
exposure to Indian goods can foster export performance. Under status quo, the outlook for the global economy is bleak in
2019, with most of the countries projected to slow down.

(Source:-https://www.indiabudget.gov.in/economicsurvey/doc/vol2chapter/echap01_vol2.pdf)

AUTO-COMPONENTS INDUSTRY IN INDIA : OVERVIEW

The Indian auto-component industry grew by 14.5% to Rs. 395,902 crore (US $57 billion) in 2018-19. This includes supplies to
domestic OEMs, aftermarket and exports.

In terms of supplies to OEMs, passenger vehicles in the largest segment with 43% share, followed by 2 wheelers with 21%, LCVs
15%, M&HCVs 10%, tractors 6%, 3 Wheeler 3% and construction equipment 2%.

(Source: ACMA – Automotive Component Manufacturers Association of India – Annual Report 2018-19)

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EXPORTS:

Auto-components export continued to do well registering a strong 17.1% growth to reach Rs. 106,048 crore (US $15.16 billion) in
2018-19 with strong growth across regions – 18% to North America, 13% to Asia and 5% to Europe.
Europe continues to be the largest market for Indian auto-components exports with a share of 33% followed by North America at
29%; Asia at 26%; Latin America 6%; Africa 6% and CIS 2%. In terms of major countries as export destinations – USA with 25%
remains the largest partner followed by Germany at 7% and UK at 5%.

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IMPORTS:

Auto-components imports grew by 14.4% to reach Rs. 123,688 crore (US$ 17.6 billion) in 2018-19 with varied growth across
regions – 8% from Europe; 9% from North America; and 14% from Asia, which is the largest source in size.

Asia continues to be the largest source of imports for Indian auto-component with a share of 61% followed by Europe at 29%;
North America at 8%; Latin America 1%; and Africa at 1%. In terms of major countries as source of imports – China with 27%
remains the largest partner followed by Germany at 14%; Japan 11%, Korea 10%; USA 7%; Thailand 6%, Italy 3% and UK,
France and Czech 2% each.

INDIAN AUTOMOTIVE SECTOR

The Auto & Auto Component industry’s impact on the Indian economy currently is significant as it contributes ~7% to the
country’s GDP and is expected to increase to 12% as per the Automotive Mission Plan.

According to the Automotive Mission Plan 2016-26 (AMP 2026); a collective vision of the Government of India and the Indian
Automotive Industry, the Indian Auto Industry will be in the global top three for engineering, manufacturing and export of
vehicles, auto components; it will encompass safe, efficient and environment friendly conditions for affordable mobility by 2026.

The industry is likely to grow from 80 Billion USD to 270 Billion USD by 2026 and generate an additional 65 Million jobs. The
Automotive industry is key to the domestic Manufacturing Sector contributing over 40% and impacting the fortunes of several
related manufacturing industries such as Iron and Steel, Aluminum, Rubber, Chemicals, Molds etc.

The Auto industry, over the years, has adapted well to the changes in the policy & regulatory environment and the needs of its
customers. In FY 14-15 the Indian auto-components industry bounced back growing at 11% and registered a turnover of USD
38.5 billion. Today, the industry contributes ~46% to the Manufacturing GDP and ~7% to National GDP, providing direct
employment to 1.5 million people and is an important driver of growth for the Indian economy. Automobile exports too have
grown despite the global slowdown, growing at 14.89% from April-March 2015 over the same period last year.

(Source: cii.in)

India is currently one of the largest markets in the world as far as automobile sales are concerned. Car manufacturers raised a toast
for the financial year 2017-18 as it turned out to be one of their best in terms of sales. The industry registered double-digit growth
between 1st April 2017 and 31st March 2018. The year also marked India surpassing Germany as the fourth largest automobile
market on a global scale to stand right behind China, the US, and Japan.

According to data released by the Society of Indian Automobile Manufactures (SIAM),

Passenger Vehicles: the domestic sales of Passenger Vehicles (PVs) grew at 7.89 % to 32,87,965 (3.28
million) units in 2017-18, against 9.23 % in 2016-17.

 Passenger Cars grew at 3.33 % to 2.17 million units,

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 Utility vehicles expanded at a strong 21% to 0.92 million units.

Commercial vehicle: (CV) segment sales registered a strong growth of 20% in 2017-18, significantly
higher than 4% in 2016-17.

 medium and heavy vehicles grew 12.48% to 340,313 (0.34 mn) units,
 light vehicles expanded at over 25% to 516,140 (0.52 mn) units.

Three-wheeler sales also hit a new record of 635,698 (0.63 mn) units, growing at a whopping 24%
growth rate from the previous year.
 passenger carriers grew nearly by 29%,
 goods carriers grew just under 8%.

Two-wheelers also touched a new milestone of 20.19 million units last year, grew at 14.80%, compared
with 7% in 2016-17.
 Motorcycle sales grew 13.69% to 12.61 million units,
 scooters expanded 20% to 6.71 million units.
 Mopeds, declined over 3% to 0.85 million units.

Growth Drivers

There are several key drivers that have affected the automobile industry in India. These include:

I. Government regulations: The automobile industry in India has received extensive government support and this has
encouraged a lot of foreign direct investment in the industry. The government permits 100% foreign direct investment in this
industry and it is fully delicensed making it easy for investors to penetrate it and set up shop in India. Additionally, there are also
tax incentives and investors can actually export the automobiles for free.

II. Low car penetration & Rising family income: India has about 120 vehicles (all segments including 19 cars per 1000) on
every 1000 people right now, which is expected to rise to almost 300 in next 10 years. Around 60% of the mobility demand in
India is served by public transportation modes like buses and metros and non-motorized transport modes (walking and cycling).
India's per capita income grew at pace of 8.6 per to Rs. 1,12,835 (1375 Euro) during FY18 from Rs. 1,03,870 (1265 Euro) in
FY17. The growing domestic income is to make motor vehicles more affordable for local consumers.

III. Young population: Indian is one of the youngest country in the world with more than 50% of population is below the age of
25 years and more than 65% is below the age of 35%. A young population may lead to higher personal vehicle ownership.

IV. Greater Availability of cheaper and easier finance: All nationalized and scheduled banks offers loans for purchase of new
vehicles at very low interest rates. In India nearly 70-75% of the new vehicle purchases are done by using bank loans. This
indicates that Indian auto industry is unique in the way vehicles are purchased by consumers.

V. Research and Development: There have been many research and development initiatives, both private and governmental.
These are aimed at improving the automobile industry in India. The government started the Automotive Component
Manufacturers Association of India (ACMA) which is an apex body that deals with the automobile industry in India. This body
looks into matters such as upgrading of technology in the industry, collecting information on industrial events and trends as well
as disseminating this information to relevant stakeholders. The body does this through research and also promotes trade in both
domestic and foreign circles. On their part, private investors have also set up research and development initiatives within their
companies. For instance the Mahindra and Mahindra research centre for electric vehicles in order to enhance their services in
India.

VI. Stable economy: Many experts predict that the future of the automobile industry in India is bright. However this is subject to
the economic stability of the country and currency inflation rates. Economic stability and low inflation will increase incomes for
majority of Indians and raise the domestic consumption of automobiles in the country.

(Source: http://www.sesei.eu/wp-content/uploads/2018/12/Automotive-Sector-Report_-Final.pdf)

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OUR BUSINESS

Some of the information contained in the following discussion, including information with respect to our plans and strategies,
contain forward-looking statements that involve risks and uncertainties. You should read the section “Forward-Looking
Statements” for a discussion of the risks and uncertainties related to those statements and also the section “Risk Factors” for a
discussion of certain factors that may affect our business, financial condition or results of operations. Our actual results may
differ materially from those expressed in or implied by these forward looking statements. Our fiscal year ends on March 31 of
each year, so all references to a particular fiscal are to the Twelve-month period ended March 31 of that year. In this section, a
reference to the “SMASL”, “Company” or “we”, “us” or “our” means SM Auto Stamping Limited.

All financial information included herein is based on our “Financial information of the Company” included on page 133 of this
Draft Prospectus.

OVERVIEW

Incorporated in 2006, we are one of the auto-component manufacturers located in Nashik catering to the sheet metal components
and sub-assemblies requirements of automobile parts/equipment manufacturers. Our range of product primarily covers sheet metal
pressed components for clutches, brakes, engine mountings, chassis, shaft drive, body trims, bearings etc. which are used in
passenger cars, commercial vehicles and tractors. Our products such as deep drawn components and control panel components
also find application in electrical equipments industry.

Two of our Promoters, Mr. Milind Kulkarni and Mr. Suresh Fegde promoted a partnership firm, M/s Spam Fab Technocrats in
1995 for engaging in job work of sheet metal components. Later, another partnership firm in the name of M/s SM Industries was
also formed by the same promoters in 1998 to carry on the manufacturing and job work of press parts. Subsequently, our
Company in the name of SM Auto Stamping Private Limited was incorporated in 2006 which took over both the partnership firms
in 2007. SM Auto Stamping Private Limited was converted into a public limited company and renamed as SM Auto Stamping
Limited w.e.f. December 19, 2019.

We have three manufacturing units, all ideally located at Nashik, Maharashtra on leasehold industrial plots of total size
admeasuring to over 5000 sq. mtrs. Our all three units comply with the IATF 16949:2016 standards. Apart from manufacturing,
we also provide job work services in respect of blanking and forming process on metal components.

Some of our reputed customers include JBM Auto Ltd., SKF India Ltd., Mahindra CIE Automotive Ltd., Haldex India Pvt Ltd,
Reliable Autotech Private Limited and ABB India Ltd. to whom we have supplied our products in F.Y. 2018-19 and stub period
Apr.’19 – June’19.

As per the restated consolidated financial statements for stub period/ fiscal year ended on June 30, 2019, March 31, 2019, March
2018 and March 31, 2017, the total revenue of our Company stood at Rs. 1861.31 lakhs, Rs. 7630.09 lakhs, Rs. 6589.74 lakhs
and Rs. 5336.30 lakhs respectively. Further, our PAT for the stub period/ fiscal year ended on June 30, 2019, March 31, 2019,
March 31, 2018 and March 31, 2017 stood at Rs. 18.39 lakhs, Rs. 265.40 lakhs, Rs. 84.00 lakhs and loss of Rs. 173.11 lakhs
respectively.

OUR PRODUCT PORTFOLIO

Our portfolio of products can be classified into following categories:-

A. Components used in Automotive Power Train

a. Components for automotive clutches
b. Components for automotive propeller shaft drive
c. Components for automotive brake system
d. Components for automotive engine mountings

B. Components used in Automotive Body

a. Components for automotive body trims
b. High tonnage components

C. Components used in Automotive Chassis

D. Components for Bearings

E. Automotive welded assemblies

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F. Deep Drawn Components

G. Components for electrical switchgear & heavy panels

OUR PRODUCTS

Sr. No. Products

A. Automotive Power Train
Components for automotive clutches

A) Cold Rolled & Hot Rolled component- Includes Clutch housing, Disc & Carrier plate , Covers,
Fulcrum ring, Forged Hub (piercing & shaving), Lever

1.

B) Spring steel components- Belleville washer, Return clip, Wave washer, Straps, Cushion element,
Segment 12”, Fulcrum ring, Cushioning plate

Components for automotive propeller shaft drive

A) Central Bearing kit bracket assemblies parts – Enginio Ring, Bearing retainer, Brackets, Outer
&Inner, Flinger, Rubber retainer and Bottom Plates.

2.

B) Forged flange yoke ( piercing) & Sheet metal end yoke, clamp

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Components for automotive brake system

A) Automotive air brake slack adjuster parts - Guide socket, Control arm, Thrust Washer, Lock cover,
Cover plate

3.

Components for automotive engine mountings

Top plate, Bottom plate, Main plate, Rear box, Washer, Z-Bumper plate, shifter bracket and Cap stab
mounting bracket

4.

B. Automotive Body
Components for automotive body trims

A) Fender, Sill Panel

1.

B) Hood parts- Back plate assembly, Cargo, Reinforcement Panel, Hinge

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High tonnage components for automotive

Automotive body panels - Reinforcement front pillar hinge, Reinforcement dash, Pedal bracket mounting
reinforcement

2.

C. Automotive Chassis
Components for automotive chassis

Strut bar assembly, Bracket assembly pivot end spring, Bracket assembly lower control arm, Bump stop
bracket, Front shock absorber bracket, Bracket Front bumper assembly, Cross Member, Reinforcement
Side Member, Vertical steering column

1.

D. Bearing Parts
Components for bearings (Trapped roller Bearing child part)

Taper roller steel cages, inner & outer

1.

E.Automotive welded assemblies

Chassis, body & engine mounting parts (CO2 welding, spot welding & projection welding for automotive
components)
1.
Links, Engine Mounting assembly parts, Top/Bottom Plate, Central Bearing Kit Bracket assembly parts
F. Deep drawn components
Deep drawn components for automotive & electrical equipment
1.
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Outer shells (Drawn in Cold Roller (CR), Hot Roller (HR), Aluminum Alloys (AL), Copper based alloys
(CU) and Extra Deep draw alloys)

G. Electrical switchgear & heavy panels

Components for breakers/control panels (produced in CR, HR, AL, CU and stainless steel)

V-max & Base frame, Interlinking assembly Shield, Top cap, Aluminum Busbar, Tie rods, Contact tube,
protective tube D-shape buss bar (Al) , Vent cover, Accessories for panel door -Tie rods, Bus bar clamp,
Lifting hook, Arm right

1.

Our Location:

Registered Office and Factory Unit I J-41, MIDC, Ambad, Nashik-422010, Maharashtra, India
Factory Unit – II B-198, MIDC, Malegaon, Sinnar - 422103, Maharashtra, India
Factory Unit – III C-13, MIDC, Ambad, Nashik- 422010, Maharashtra, India

OUR COMPETITIVE STRENGTHS

We believe that the following are our primary competitive strength:

1. In-house die making facilities and Machining Centre:

Our Company has its own in-house die making facilities and Machining Centre which enables us to maintain high quality
production standards and also helps us in minimizing production time and bringing cost effectiveness. Our die making facility
shop is capable of manufacturing press tools for small to medium range of automotive pressed parts. Our In-house Machining
Centre consists of Hydraulic power press machines, Pneumatic Power Press Machines, Merchanical Power Press Machines, SEW
Machines and bearing cage machines.

2. Wide product range and customized product offering

We have developed the infrastructure to customize our product offerings. This allows us to understand the customer requirement
and offer the right product to exactly suit their need. In addition to this, we offer a wide product range i.e. wide range of Sheet
Metal components including Precision Sheet Metal Fabrication, Finishing and Assemblies offered in a wide size range to enable
us to cater to maximum requirement.

3. Vast Experience of Promoters:

Our Company’s core strength lies in the extensive experience gained by our Promoters in this industry. Our Promoters, Mr. Suresh
Gunwant Fedge and Mr. Mukund Narayan Kulkarni possess more than 20 years of experience in this field, which enables us to
deliver quality products to our Customers and help us to gain expertise in the production.

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4. Existing customer relationship:

We believe that we constantly try to address customer needs around a variety of products. Our existing customer relationships
help us to get repeat business from our customers. This has helped us maintain a long term working relationship with our
customers and improve our customer retention strategy. We have existing customer relationships with companies which get us
repeat orders. We believe that our existing relationship with our customers represents a competitive advantage in gaining new
customers and increasing our business.

OUR BUSINESS STRATEGY:- We intend to pursue the following principal strategies to leverage our competitive strengths and
grow our business:

1. Utilization of Existing Installed Capacity:

Presently, Our Company has installed capacity of 10,430 MT p.a. for manufacturing of automotive components. For the year
ended 31st March 2019, our total production was 7762 MT, which constitutes 74.42% of the installed capacity. Considering the
future demand potential, we intend to utilize our existing installed capacity to maximum level.

2. Improving operational efficiencies:

Our Company intends to improve operating efficiencies to achieve cost reductions so to have a competitive edge over the peers.
We believe that this can be done through continuous process improvement, customer service and technology development.

3. Leveraging our Market skills and Relationships:

This is a continuous process in our organization and the skills that we impart in our people give importance to customers. We aim
to do this by leveraging our marketing skills and relationships and further enhancing customer satisfaction. We plan to increase
our customers by meeting orders in hand on time, maintaining our customer relationship and renewing our relationship with
existing buyers.

4. Focus on consistently meeting quality standards:

Presently, Our Company is certified from IATF 16949:2016, further, we intend to focus on adhering to the quality standards of the
products. This is necessary so as to make sure that we get repeat orders from our customers. This will also aid us in enhancing our
brand value.

MANUFACTURING PROCESS FLOW CHART

Stamping (also known as pressing) is the process of placing flat sheet metal in either blank or coil form into a stamping press
where a tool and die surface forms the metal into a desired shape. Stamping includes a variety of sheet-metal forming
manufacturing processes, such as punching, blanking, partnening embossing, bending, flanging, forming, draw, trimming, coining
etc. The process is usually carried out on sheet metal, but can also be used on other materials also.

A description of the manufacturing process followed by the Company is discussed hereunder:

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1) Raw material ordering: Raw materials such as HRPO Strips, Coil, Steel Strip are ordered in defined sheet size from steel
traders or steel mills, which are staked in inward area.

2) Raw material inspection: Raw material is inspected for material hardness, sheets size, surface defect such as scratches,
bends, damages etc.

3) Shearing: At shearing station, material is cut to size & stacked in racks for ease of availability to operators for next
operation of stamping.

4) Blanking: Blanking operation is used to cut sheet at desired size on stamping tool operated either by mechanical or
pneumatic power press.

5) Piercing: This operation is used to create holes or pocket in the blanks of defined sizes with the help of piercing tool
operated on a pneumatic power press.

6) Draw /forming: This operation is used to give desired shape to the sheets which may be a cup shape or a bend or a form
to suit product geometry. This operation is performed on draw press tool operated either by hydraulic, mechanical or
pneumatic power press.

7) Trimming: This operation is used to cut the extra material of sheets at boundary left out after forming operation.

8) Surface treatment: To avoid rusting & increase life of components, materials are provided with surface treatment which
may be zinc passivation, trivalent, phosphating, powder coating etc.

9) Final inspection: Components are checked for visual defects, dimensional accuracy and profile geometries.

10) Packing: Inspected components are spread with oil if no surface treatment & packed in bags which are in turn pack in
carton boxes. These boxes are stored in outward area racks ready for dispatch.

11) Dispatch: The components dully packed are dispatched via vehicle to customer as per there requirement & schedule.

PLANT & MACHINERY

Our Major plant & machinery includes Hydraulic power press machines, Pneumatic Power Press Machines, Merchanical Power
Press Machines, SEW Machines and bearing cage machines

CAPACITY UTILIZATION

Manufacturing Unit – I :J-41, MIDC, Ambad, Nashik-422010, Maharashtra, India

Particulars 2016-17 2017-18 2018-19 Existing Installed

Capacity (p.a.)
Installed capacity (in mt) 4,200 4,200 4,500
Actual Production (in mt) 3,008 3,330 3,325 4800
Capacity Utilization (in %) 71.61% 79.28% 73.88%

Manufacturing Unit – II :B-198, MIDC, Malegaon, Sinnar - 422103, Maharashtra, India

Particulars 2016-17 2017-18 2018-19 Existing Installed

Capacity (p.a.)
Installed capacity (in mt) 430 430 430
Actual Production (in mt) 270 320 316 400
Capacity Utilization (in %) 62.79% 74.42% 73.49%

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Manufacturing Unit – III :C-13, MIDC, Ambad, Nashik- 422010, Maharashtra, India

Particulars 2016-17 2017-18 2018-19 Existing Installed

Capacity (p.a.)
Installed capacity (in mt) 5,500 5,500 5,500
Actual Production (in mt) 3,583.00 4,293.00 4,121.00 5,500
Capacity Utilization (in %) 65.14% 78.05% 74.92%

Information relating to our production capacities and the historical capacity utilization of our production facilities included in this
Draft Prospectus is based on certain assumptions and has been subjected to rounding off, and future production and capacity
utilization may vary. For details, please refer to Chapter titled “Risk factors” page 24 of this Draft Prospectus.

COLLABORATIONS/TIE UPS/ JOINT VENTURES:-

Except as disclosed in this Draft Prospectus and normal course of business, we do not have any Collaboration/Tie Ups/ Joint
Ventures as on date.

EXPORT OBLIGATION:

Our Company does not have any export obligation, as on date of this Draft Prospectus.

SALES AND MARKETING:-

Our Marketing team consists of two employees, who keep a track of new leads and stay in touch with our existing customers
when new developments are foreseen at their end. There is continuous interaction with the product development team at customer
end so as to understand the potential business possibilities in near future and the opportunities where we can be sharing
responsibilities for new product component support. Our marketing team along with our promoters through their experience and
good rapport with customers owing to timely and quality delivery of service plays an instrumental role in creating and expanding
the sales network of our Company. In order to maintain good relation with our customers, our promoters and our marketing team
regularly interacts with them and focuses on gaining an insight into the additional needs of our customers. Our prime
consideration for customer selection is timely payments and consistency in purchases.

Our major customers for F.Y. 2018-19 were as follows:-

Rs. (in lakhs) % of revenue (excluding

Sr. No. Name of Customer (excluding GST) revenue from scrap)
1 MSL Driveline Systems Limited 2,595.32 50.19%
2 Reliable Autotech Private Limited 1,209.19 23.38%
3 Innova Rubbers Private Limited 450.3 8.71%
4 JBM Auto Limited 255.63 4.94%
5 Alf Engineering Pvt Ltd 217.15 4.20%
6 Haldex India Pvt Ltd 108.51 2.10%
7 Skf India Ltd. 94.66 1.83%
8 Mahindra Cie Automotive Limited 50.06 0.97%
9 Shreeson Technologies Pvt Ltd 36.73 0.71%
10 SM Autovision Pvt. Ltd. 30.02 0.58%

COMPETITION

Our Industry is fragmented consisting of large established players and small niche players. Our Company is well placed, well
informed and well trained to assist clients in overall delivery. We have a number of competitors offering products and services
similar to us. We believe the principal elements of competition in our industry are price, durability and overall product quality,
timely delivery and reliability and most importantly our pace in keeping up with the required regulations and changing technology
in the industry. We believe that our cost effective and integrated facilities, our focus on customer satisfaction and our reliability
combined with our quality consciousness provides us with competitive advantage in many of our products. While these factors are
key parameters the in client’s decisions matrix in purchasing goods; product range, product quality and product price is often the
deciding factor in most deals. Some of our listed and unlisted Competitors includes:-

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Listed Competitors:-

1. Omax Autos Limited,

2. Rasandik Engineering Industries India Limited
3. Autoline Industries Ltd.

Unlisted Competitors:-

4. Vaishnavi Auto Private Limited

5. Krishna Autocomp, Nashik

INFRASTRUCTURE & UTILITIES:

Raw Materials: The main raw materials which are required by us to manufacture auto-components includes HRPO Strips, Coil,
Steel Strip, Spring Steel Material, Cold rolled steel, Hot rolled steel, Deep Draw, Extra deep draw, Aluminum Alloys, Copper
based alloys etc. which are procured by us from domestic vendorswhich mainly includes Reliable Autotech Pvt. Ltd, Ajay Iron &
Steel Traders, Naresh Steel Industries Pvt.Ltd, Sona Steel Enterprises and Mahesh Steel Udyog.

Power: The requirement of power for our operations, like power for lighting and operating the machinery/equipment is met
through the Maharashtra State Electricity Distribution Co. Ltd.

Water: Our Water requirement is fulfilled through MIDC which at present caters to our entire need.

Manpower: We believe that our employees are key contributors to our business success and thus we focus on attracting and
retaining the best possible talent. Our Company looks for specific skill-sets, interests and background that would be an asset for its
kind of business. As on November 30, 2019, Our Company has employed 132 employees (of which 7 are trainees) at various
levels of the Organization.

Number of Permanent Employees as on date of Draft prospectus:-

Category No. of Employees

Administrative staff 35
Skilled Workers 88
Semi-Skilled Workers 9
Total 132

INSURANCE

The details of Insurance policies presently taken by our Company are tabulated below:-

Sr. Policy No. Insurance Policy Assets/ Location of Assets and Premium Date of
No. Co. Details Sum Assured paid Expiry of
(in Rs.) the Policy
Manufacturing facility located at J
41, MIDC, Ambad, Nashik
ICICI
Standard Fire
Lombard Building (with plinth &
& Special August 08,
1 1001/177919384/00/000 General foundation) – Rs. 20 lakhs 11,385/-
Perils 2020
Insurance
Insurance
Co. Ltd. Plant & Machinery – Rs. 50 lakhs

Stocks – Rs. 181 lakhs

Manufacturing facility located at
ICICI B-198, MIDC, Malegaon, Sinner,
Standard Fire
Lombard Nashik
& Special August 08,
2 1001/177902971/00/000 General 1,173/-
Perils 2020
Insurance Building (with plinth &
Insurance
Co. Ltd. foundation) – Rs. 4 lakhs

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Plant & Machinery – Rs. 14 lakhs

Stocks – Rs. 10 lakhs

Manufacturing facility located at

C-13, MIDC, Ambad, Nashik -
422010
ICICI
Standard Fire
Lombard
& Special Building (with plinth & August 08,
3 1001/177817624/00/000 General 10,443
Perils foundation) – Rs. 18 lakhs 2020
Insurance
Insurance
Co. Ltd.
Plant & Machinery – Rs. 22 lakhs

Stocks – Rs. 210 lakhs

Kotak
Mahindra
Policy
Life Preferred Life insurance of Mr. Mukund
4 03277828 3,41,227 term-
Insurance Term Plan Narayan Kulkarni of Rs. 5 crores
20 years
Company
Limited
Apart from above, our company maintains vehicle insurance policies for the vehicles owned by our Company.

PROPERTY:-

INTELLECTUAL PROPERTY
We’ve applied for registration of wordmark “SM Auto stamping” under the Trademarks Act, but the same has been opposed for
registration. Further, as on date of this Draft Prospectus, Our Company has not made application for registration of our corporate

logo under the Trademarks Act.

IMMOVABLE PROPERTY

Our Company occupies certain properties on leasehold basis, the details of which are as follows:-

Sr.No. Address of Property Area Property Usage Lessor & Lease Period

This property was taken on lease via lease

deed dated July 30, 2003 entered between
Maharashtra Industrial Development
Corporation (MIDC) and M/s S.M.
J-41, MIDC, Ambad, Nashik-
Registered Office & Industries* for a period of 95 years w.e.f.
1 422010, Maharashtra, India 1000 Sq. Mtrs.
Manufacturing Unit I May 01, 1989. Further, an assignment deed
dated August 23, 2007 was entered between
M/s S.M. Industries and our Company for
transfer of the said property in the name of
our Company.
This property was taken on lease via lease
deed dated November 28, 1997 entered
between Maharashtra Industrial
B-198, MIDC, Malegaon, Development Corporation (MIDC) and M/s
Sinnar - 422103, Maharashtra, Manufacturing Unit - Spam Fab Technocrats** for a period of 95
2 800 Sq. Mtrs.
India II years w.e.f. June 01, 1995. Further, an
assignment deed dated August 23, 2007 was
entered between M/s Spam Fab Technocrats
and our Company for transfer of the said
property in the name of our Company.

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C-13, MIDC, Ambad, Nashik-

This property has been taken by us on lease
422010, Maharashtra, India
Manufacturing Unit – via lease deed dated December 20, 2007
3 3240 Sq. Mtrs.
III between MIDC and our Company for a
period of 95 years w.e.f. October 01, 1987.

*M/s S.M. Industries was a partnership firm formed by our Promoters, Mr. Milind Kulkarni and Mr. Suresh Fegde in 1998. This
firm was taken over by our Company in 2007.

**M/s Spam Fab Technocrats was a partnership firm formed by our Promoters, Mr. Milind Kulkarni and Mr. Suresh Fegde in
1996. This firm was taken over by our Company in 2007.

Note: In respect of Manufacturing Unit I and II, we are yet to execute final lease deed with MIDC as stipulated under the
Assignment deeds of respective properties.

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KEY INDUSTRIAL REGULATIONS AND POLICIES

The following description is a summary of the key industrial regulations and policies applicable to our Company. The information
set below has been obtained from various legislations including rules and regulations promulgated by the regulatory bodies that
are available in the public domain. The regulations set below may not be exhaustive and are only intended to provide general
information to the investors and are neither designed nor intended to be a substitute for professional legal advice.

Further, the statements below are based on the current provisions of Indian law and the judicial and administrative interpretations
thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions.

Set forth below are certain significant legislations and regulations which generally govern the business and operations of our
Company:

INDUSTRY – SPECIFIC REGULATIONS AND POLICIES:

Industrial Disputes Act, 1947:

Industrial Dispute Act, 1947 and the Rules made thereunder provide for the investigation and settlement of industrial disputes.
The Industrial Disputes Act, 1947 (IDA) was enacted to make provision for investigation and settlement of industrial disputes and
for other purposes specified therein.Workmen under the ID Act have been provided with several benefits and are protected under
various Labour legislations, whilst those persons who have been classified as managerial employees and earning salary beyond a
prescribed amount may not generally be afforded statutory benefits or protection, except in certain cases.The Industrial Dispute
(Central) Rules, 1957 specify procedural guidelines for lock-outs, closures, lay-offs and retrenchment.

Industries (Development and Regulation) Act, 1951:

The Industries (Development and Regulation) Act, 1951 was introduced with a view to regulate a number of important industries,
the activities of which affect the country as a whole and the development of which must be governed by economic factors of all
India importance. The important objectives of this Act are to implement the Industrial policy, Regulation and development of
important industries, planning and development of new undertakings. No person or authority other than the Central Government,
shall, after the commencement of this Act, establish any new industrial undertaking, except in accordance with a license issued in
that behalf by the Central Government

The National Auto Policy:

The National Auto Policy, 2002, as amended ("National Auto Policy") was introduced by the Department of Heavy Industries,
Ministry of Heavy Industries and Public Enterprises, GoI in March 2002, with the aim, among others, to promote a globally
competitive automotive industry and emerge as a global source for auto components, ensure a balanced transition to open trade at
a minimal risk to the Indian economy and local industry, to encourage modernization of the industry and facilitate indigenous
design, research and development and to develop domestic safety and environmental standards at par with international standards.

National Steel Policy (NSP) 2017:

The vision of NSP is to create a technologically advanced and globally competitive steel industry that promotes economic growth.
The Objective of NSP is to have a wider presence globally in value added/ high grade steel and also to encourage industry to be a
world leader in energy efficient steel production in an environmentally sustainable manner. Further, it also aims at to substantially
reduce the carbon foot-print of the steel industry along with attaining global standards in Industrial Safety and Health.

TAXATION RELATED LAWS:

The Income-tax Act, 1961:

The Income Tax Act, 1961 (“IT Act”) deals with the taxation of individuals, corporates, partnership firms and others. As per the
provisions of this Act the rates at which they are required to pay tax is calculated on the income declared by them or assessed by
the authorities, after availing the deductions and concessions accorded under the Act. The IT Act is applicable to every Company,
whether domestic or foreign whose income is taxable under the provisions of this Act or Rules made there under depending upon
its “Residential Status” and “Type of Income” involved. The IT Act provides for the taxation of persons resident in India on
global income and persons not resident in India on income received, accruing or arising in India or deemed to have been received,
accrued or arising in India.

The Goods and Services Tax (“GST”):

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The GST is applicable on the supply of goods or services as against the present concept of tax on theManufacture and sale of
goods or provision of services. It is a destination-based consumption tax. It is dual GST with the Central and State Governments
simultaneously levying it on a common tax base. The GST to be levied by the Centre on intra-State supply of goods and / or
services is called the Central GST (CGST) and that to be levied by the States is called the State GST (SGST). An Integrated GST
(IGST) is to be levied and collected by the Centre on inter-State supply of goods and services.

There were indirect taxes that were levied and collected by the Central and State Government which are now subsumed under
GST. Some of the taxes which were applicable to the Company are as follows:

 Service Tax
 Value Added tax
 The Central Sales Tax
 Excise duty

CORPORATE LAWS:

The Companies Act, 2013:

The Companies Act, 2013, has been introduced to replace the existing Companies Act, 1956 in a phased manner. The Ministry of
Corporate Affairs has also issued rules complementary to the Companies Act, 2013 establishing the procedure to be followed by
companies in order to comply with the substantive provisions of the Companies Act, 2013. The Act prescribes regulatory
mechanism regarding all relevant aspects including organizational, financial and managerial aspects of companies. Regulation of
the financial and management aspects constitutes the main focus of the Act. The Ministry of Corporate Affairs, has also issued
rules complementary to the Companies Act, 2013 establishing the procedure to be followed by companies in order to comply with
the substantive provisions of the Companies Act, 2013. In the functioning of the corporate sector, although freedom of companies
is important, protection of the investors and shareholders, on whose funds they flourish, is equally important. The Companies Act
plays the balancing role between these two competing factors, namely, management autonomy and investor protection.

The Micro, Small and Medium Enterprises Development Act, 2006:

The Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) inter – alia provides for facilitating the
promotion and development and enhancing the competitiveness of micro, small and medium enterprises and for matters connected
therewith or incidental thereto. With the help of Udyog Adhaar, registration can be done under MSME (Ministry of Micro, Small
and Medium Enterprises). Udyog Adhaar is the 12 numerical registration number issued by the MSME Ministry of the
Government of India.

LABOUR AND EMPLOYEE RELATED LAWS:

Factories Act, 1948:

Factories Act, 1948 (“Factories Act'') came into force on April 01, 1949 as amended by the Factories (Amendment) Act, 1987 and
extends to the whole of India. Factories Act serves to assist in formulating national policies in India with respect to occupational
safety and health in factories and docks in India. It deals with various problems concerning safety, health, efficiency and well-
being of the persons at work places. The term ‘factory’, as defined under the Factories Act, means any premises which employs or
has employed on any day in the preceding 12 (twelve) months, 10 (ten) or more workers and in which any manufacturing process
is carried on with the aid of power, or any premises wherein 20 (twenty) or more workmen are employed at any day during the
preceding 12 (twelve) months and in which any manufacturing process is carried on without the aid of power, but this does not
include a mine, or a mobile unit belonging to the armed forces of the union, a railway running shed or a hotel, restaurant or eating
place.

The Employees State Insurance Act, 1948:

The ESI Act provides for certain benefits to employees in case of sickness, maternity and employment injury. All employees in
establishments covered by the ESI Act are required to be insured, with an obligation imposed on the employer to make certain
contributions in relation thereto. In addition, the employer is also required to register itself under the ESI Act and maintain
prescribed records and registers. Companies which are controlled by the Government are exempt from this requirement if
employees receive benefits similar or superior to the benefits prescribed under the ESI Act.

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Employees Provident Fund and Miscellaneous Provisions Act, 1952:

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (EPF Act) applies to factories employing 20 or more
employees and such other establishments and industrial undertakings as notified by the government from time to time. The EPF
Act requires all such establishments to be registered with the Regional Provident Fund Commissioner and requires the employers
and their employees to contribute in equal proportion to the employees’ provident fund, the prescribed percentage of basic wages
and dearness and other allowances payable to employees. The EPF Act also requires the employer to maintain registers and
submit a monthly return to the State Provident Fund Commissioner.

The Child Labour (Prohibition and Regulation) Act, 1986:

The Child Labour (Prohibition & Regulation) Act, 1986, as amended from time to time (“Child Labour Act”) was enacted to
prohibit the engagement of children below the age of 14 years in certain specified occupations and processes and to regulate their
conditions of work in certain other employments.

The Payment of Wages Act, 1936:

Payment of Wages Act, 1936, as amended, Payment of Wages (Amendment) Act, 2017 is aimed at regulating the payment of
wages to certain classes of persons employed in certain specified industries and to ensure a speedy and effective remedy for them
against illegal deductions or unjustified delay caused in paying wages to them. The Act confers on the person(s) responsible for
payment of wages certain obligations with respect to the maintenance of registers and the display in such factory/establishment, of
the abstracts of this Act and Rules made there under.

The Minimum Wages Act, 1948:

The Minimum Wages Act, 1948 came into force with an objective to provide for the fixation of a minimum wage payable by the
employer to the employee. Every employer is mandated to pay the minimum wages to all employees engaged to do any work
skilled, unskilled, and manual or clerical (including out-workers) in any employment listed in the schedule to this Act, in respect
of which minimum rates of wages have been fixed or revised under the Act.

Payment of Bonus Act, 1965:

A bonus payment is usually made to employees in addition to their base salary as part of their wages or salary. Pursuant to the
Payment of Bonus Act, 1965, as amended (the “Bonus Act”), an employee in a factory or in any establishment where twenty or
more persons are employed on any day during an accounting year, who has worked for at least 30 working days in a year is
eligible to be paid a bonus.

Payment of Gratuity Act, 1972:

The Payment of Gratuity Act is applicable to every factory, mine, oilfield, plantation, port, railway companies and to every shop
and establishment in which 10 or more persons are employed or were employed at any time during the preceding twelve months.
This Act applies to all employees irrespective of their salary.

The Payment of Gratuity Act, as amended, provides for a scheme for payment of gratuity to an employee on the termination of his
employment after he has rendered continuous service for not less than 5 years:
(a) On his/her superannuation;
(b) On his/her retirement or resignation;
(c) On his/her death or disablement due to accident or disease
(In this case the minimum requirement of five years does not apply)

The Equal Remuneration Act, 1976:

Equal Remuneration Act, 1976 was enacted with the aim of state to provide Equal Pay and Equal Work as envisaged under Article
39 of the Constitution. The Equal Remuneration Act, 1976 aims to provide for the payment of equal remuneration to men and
women workers and for the prevention of discrimination, on the ground of sex, against women in the matter of employment and
for matters connected therewith or incidental thereto. According to the Act, the term 'remuneration' means "the basic wage or
salary and any additional emoluments whatsoever payable, either in cash or in kind, to a person employed in respect of
employment or work done in such employment, if the terms of the contract of employment, express or implied, were fulfilled."

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The Maharashtra Labour Welfare Fund Act, 1953:

Any establishment which is covered under the Bombay Shops and Establishments Act, 1948 or employs at least 5 employees is
required to make bi-annual contributions in the months of June and December every year to the Maharashtra Labour Welfare
Fund with respect to each of its employees including contract labourers except those employed in managerial capacity or
supervisory role drawing monthly salary of more than INR 3,500.

Industrial Health and Safety Act, 1972:

The purpose of this Act is to secure, in conjunction with the Labour Standards Act, the safety and health of workers in
workplaces, as well as to facilitate the establishment of comfortable working environment, by promoting comprehensive and
systematic countermeasures concerning the prevention of industrial accidents, such as taking measures for the establishment of
standards for hazard prevention, clarifying the safety and health management responsibility and the promotion of voluntary
activities with a view to preventing industrial accidents.

The Maternity Benefit Act, 1961:

The purpose of Maternity Act 1961 is to regulate the employment of pregnant women and to ensure that they get paid leave for a
specified period during and after their pregnancy. It provides inter-alia for payment of maternity benefits, medical bonus and
enacts prohibition on dismissal, reduction of wages paid to pregnant women etc. Our Government further amended the Act which
is known as ‘The Maternity Benefit (Amendment) Act, 2017’, effective from March 27, 2017 introducing more benefits for
pregnant women in certain establishments.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“SHWWA”):

The SHWWA is a legislative act in India that seeks to protect women from sexual harassment at their place of work. The
SHWWA has been introduced in 2013 to provide a safe, secure and enabling environment, free from sexual harassment to every
woman. Every employer is legally required to comply with the statutory requirements as mentioned in the Act.

ENVIRONMENTAL LAWS:

The Environment (Protection) Act, 1986:

The Environment (Protection) Act, 1986 was enacted as a general legislation to safeguard the environment from all sources of
pollution by enabling coordination of the activities of the various regulatory agencies concerned. The Act prohibits persons
carrying on business, operation or process from discharging or emitting any environmental pollutant in excess of such standards as
may be prescribed.

The Water (Prevention and Control of pollution) Act, 1981:

The Water Act aims to prevent and control water pollution as well as restore water quality by establishing and empowering the
Central Pollution Control Board and the State Pollution Control Boards. Under the Water Act, any person establishing any
industry, operation or process, any treatment or disposal system, use of any new or altered outlet for the discharge of sewage or
new discharge of sewage, must obtain the consent of the relevant State Pollution Control Board, who is empowered to establish
standards and conditions that are required to be complied with.
The Air (Prevention and Control of Pollution) Act, 1981:

The Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”) has been enacted to provide for the prevention, control and
abatement of air pollution. Pursuant to the provisions of the Air Act, any person, establishing or operating any industrial plant
within an air pollution control area, must obtain the consent of the relevant State Pollution Control Board prior to establishing or
operating such industrial plant. No person operating any industrial plant in any air pollution control area is permitted to discharge
the emission of any air pollutant in excess of the standards laid down by the State Pollution Control Board.

The Hazardous and Other Wastes (Management, Handling and Trans boundary Movement) Rules, 2016:

Hazardous and Other Wastes (Management, Handling and Trans boundary Movement) Rules, 2016 came into force from April
04, 2016 superseding the Hazardous Wastes (Management, Handling and Trans boundary Movement) Rules, 2008.

Hazardous waste means any waste, which by reason of characteristics, such as physical, chemical, biological, reactive, toxic,
flammable, explosive or corrosive, causes danger to health, or environment. It comprises the waste generated during the
manufacturing processes of the commercial products such as industries involved in petroleum refining, production of
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pharmaceuticals, petroleum, paint, aluminum, electronic products etc. Hazardous Waste Management Rules are notified to ensure
safe handling, generation, processing, treatment, package, storage, transportation, use reprocessing, collection, conversion, and
offering for sale, destruction and disposal of Hazardous Waste.

INTELLECTUAL PROPERTY RELATED LAWS:

The Trademarks Act, 1999:

The Indian Law on trademarks is enshrined in the Trade Marks Act, 1999 (the “TM Act”). Under the existing Legislation, a
trademark is a mark used in relation to goods so as to indicate a connection in the course of trade between the goods and some
person having the right as proprietor to use the mark. The TM Act provides for the application and registration of trademarks in
India for granting exclusive rights to marks such as a brand, label and heading and obtaining relief in case of infringement for
commercial purposes as a trade description. The TM Act prohibits any registration of deceptively similar trademarks or chemical
compounds among others. The right to use the mark can be exercised either by the registered proprietor or a registered user. The
present term of registration of a trademark is ten years, which may be renewed for similar periods on payment of prescribed
renewal fee.

FOREIGN REGULATIONS:

The Foreign Trade (Development and Regulation) Act, 1992 (“FTA”):

In India, the main legislation concerning foreign trade is FTA. The FTA read along with relevant rules provides for the
development and regulation of foreign trade by facilitating imports into, and augmenting exports from, India and for matters
connected therewith or incidental thereto. FTA read with the Indian Foreign Trade Policy provides that no export or import can be
made by a company without an Importer-Exporter Code number unless such company is specifically exempt. An application for
an Importer-Exporter Code number has to be made to the office of the Joint Director General of Foreign Trade, Ministry of
Commerce.

STATUTORY AND COMMERCIAL LAWS:

The Indian Contract Act, 1872:

The Indian Contract Act occupies the most important place in the Commercial Law. Without contract Act, it would have been
difficult to carry on trade or any other business activity and in employment law. It is not only the business community which is
concerned with the Contract Act, but it affects everybody. The objective of the Contract Act is to ensure that the rights and
obligations arising out of a contract are honoured and that legal remedies are made available to those who are affected.

Competition Act, 2002:

The Competition Act, 2002 aims to anti-competitive practices that cause or are likely to cause an appreciable adverse effect on
competition in the relevant market in India. The act deals with prohibition of agreements and Anti-competitive agreements. No
enterprise or group shall abuse its dominant position in various circumstances as mentioned under the Act. The prima facie duty of
the Competition Commission established under the Act is to eliminate practices having adverse effect on competition, promote
and sustain competition, protect interest of consumer and ensure freedom of trade.

The Information Technology Act, 2000:

The Information Technology Act, 2000 was notified on October 17, 2000. It is the law that deals with cybercrime and electronic
commerce in India. The Information Technology Act, 2000 provides legal recognition to the transaction done via an electronic
exchange of data and other electronic means of communication or electronic commerce transactions.

Negotiable Instrument Act, 1881:

Negotiable Instruments Act was enacted to legalize the system by which instruments contemplated by it could pass from hand to
hand by negotiation like any other goods. The purpose of the act was to present an orderly and authoritative statement of leading
rules of law relating to the negotiable instruments. To achieve the objective of the Act, the legislature thought it proper to make
provision in the Act for conferring certain privileges to the mercantile instruments contemplated under it and provide special
procedure in case the obligation under the instrument was not discharged

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The Specific Relief Act, 1963:

The Specific Relief Act is complimentary to the provisions of the Contract Act and the Transfer of Property Act, as the Act
applies bothto movable property and immovable property. The Act applies in cases where the Court can order specific
performanceof a contract. Specific relief can be granted only for purpose of enforcing individual civil rights and not for the
merepurpose of enforcing a civil law. ‘Specific performance’ means Court will order the party to perform his part ofagreement,
instead of imposing on him any monetary liability to pay damages to other party.

Limitation Act, 1963:

The law relating to Law of Limitation to India is the Limitation Act, 1859 and subsequently Limitation Act, 1963 which was
enacted on 5th of October, 1963 and which came into force from 1st of January, 1964 for the purpose of consolidating and
amending the legal principles relating to limitation of suits and other legal proceedings.The basic concept of limitation is relating
to fixing or prescribing of the time period for barring legal actions. According to Section 2 (j) of the Limitation Act, 1963, ‘period
of limitation’ means the period of limitation prescribed for any suit, appeal or application by the Schedule, and ‘prescribed period’
means the period of limitation computed in accordance with the provisions of this Act.

The Registration Act, 1908:

Registration Act was introduced to provide a method of public registration of documents so as to give information to people
regarding legal rights and obligations arising or affecting a particular property, and to perpetuate documents which may afterwards
be of legal importance, and also to prevent fraud. Registration lends inviolability and importance to certain classes of documents.
In addition to regulations mention above, our Company may also require to comply with the provisions other applicable statutes
imposed by the Central or the State for its day-to-day operations.

The Transfer of Property Act, 1882:

The Transfer of Property Act, 1882 (hereinafter referred to as the ‘T P Act, 1882’) was intended to define and amend the existing
laws and not to introduce any new principle. It applies only to voluntary transfers. The Act provides a clear, systematic and
uniform law for the transfer of immovable property. Transfer of property means an act by which a person conveys the property to
one or more persons, or himself and one or more other persons. The act of transfer may be done in the present or for the future.
The person may include an individual, company or association or body of individuals, and any kind of property may be
transferred, including the transfer of immovable property.

Consumer Protection Act, 1986:

The Consumer Protection Act, 1986 seeks to provide better protection of interests of the consumers and for that purpose to make
provision for establishment of consumer councils and other authorities for the settlement of consumer‘s disputes and for matters
connected therewith. It seeks to promote and protect the rights of consumers. To provide steady and simple redressal to consumers
‘disputes, quasi-judicial machinery is sought to be set up at the district, state and central levels. The quasi-judicial bodies will
observe the principles of natural justices and have been empowered to give relieves of a specific nature and to award wherever
appropriate compensation to consumers. Penalties for non-compliance of the orders given by the quasi-judicial bodies have also
been provided.

Legal Metrology Act, 2009:

“Legal Metrology” means that part of metrology which treats units of weighment and measurement, methods of weighment and
measurement and weighing and measuring instruments, in relation to the mandatory technical and legal requirements which have
the object of ensuring public guarantee from the point of view of security and accuracy of the weighments and measurements. It is
an Act to establish and enforce standards of weights and measures, regulate trade and commerce in weights, measures and other
goods which are sold or distributed by weight, measure or number and for matters connected therewith or incidental thereto.

Indian Evidence Act, 1872:

The Indian Evidence Act, 1872 applies to all judicial proceedings in or before any Court including Courts Martial, but not to
Affidavits presented to any Court or Officer, nor to proceedings before an Arbitrator.Evidence excluded by the Act will be
inadmissible even if essential to ascertain the truth. The Act stipulates that evidence in a court must be given of facts in issue and
relevant facts alone.

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HISTORY AND CORPORATE STRUCTURE

BRIEF HISTORY AND BACKGROUND

Our Company was originally incorporated as “SM Auto Stamping Private Limited” on August 14, 2006 vide Registration no.
163789 (CIN: U27109MH2006PTC163789) under the provisions of the Companies Act, 1956 with the Registrar of Companies,
Mumbai. Further, pursuant to Special Resolution passed by the shareholders at the Extra Ordinary General Meeting held on
December 05, 2019, our company was converted into a Public Limited Company and consequently the name of our Company was
changed from “SM Auto Stamping Private Limited” to “SM Auto Stamping Limited” vide a fresh Certificate of Incorporation
dated December 19, 2019 issued by the Registrar of Companies, Mumbai. The Corporate Identification Number of our Company
post conversion is U27109MH2006PLC163789.

Mr. Mukund Narayan Kulkarni and Mr. Suresh Gunwant Fegde were the initial subscribers to the Memorandum of Association of
our Company.

ADDRESS OF REGISTERED OFFICE &FACTORY UNITS

Registered Office & Factory Unit – I J-41, MIDC, Ambad Nashik-422010, Maharashtra, India
Factory Unit – II C-13, MIDC, Ambad Nashik-422010, Maharashtra, India
Factory Unit – III B-198, MIDC, Malegaon, Sinnar, Nashik-422010, Maharashtra, India

CHANGES IN REGISTERED OFFICE OF THE COMPANY SINCE INCORPORATION

There has not been any change in the Registered Office of our Company since inception till the date of this DraftProspectus.

OUR MAIN OBJECTS

The main objects of our Company, as set forth in our Memorandum of Association, of our company are as follows:

1. To carry on the business as manufactures, processors, distributors, buyers, sellers, importers, exporters, suppliers,
purchasers, converters, fabricators, erectors, dealers of and in metal as mild steel (M.S.) and stainless steel (S.S.)
Aluminum, Copper, Nickel, Titanium and monel metal stamping and deep draw components i.e. metal sheet press parts,
components, accessories, weld assemblies, fabrication & press tools, components, spares, parts, used in automobile,
engineering, electrical, industrial, mechanical sectors and bus bars for electrical panels.

CHANGES IN MEMORANDUM OF ASSOCIATION

Except as stated below, there has been no change in the Memorandum of Association of our Company since its Incorporation:

Date of Type of
Amendment
Meeting Meeting
Increase in Authorized Share Capital from 5,00,000 divided into 50,000 Equity shares of Rs. 10
March 16, each to Rs. 80,00,000 (Rupees Eighty Lakhs) divided into 8,00,000 (Eight Lakhs) Equity Shares
EGM
2009 of Rs. 10/- each.

Increase in Authorized Share Capital of our Company increased from Rs. 80,00,000 (Rupees
March 26, Eighty Lakhs) divided into 8,00,000 (Eight Lakhs) Equity Shares of face value of Rs. 10/- each to
EGM Rs. 1,00,00,000 (Rupees One Crores) divided into 10,00,000 (Ten Lakhs) Equity shares of Rs.
2009
10/- each.

Authorized Share Capital of our Company increased from Rs. 1,00,00,000 (Rupees One Crores)
divided into 10,00,000 (Ten Lakhs) Equity Shares of face value of Rs. 10/- each to Rs.
March 17,
EGM 1,35,00,000 (Rupees One Crore thirty five Lakhs) divided into 13,50,000 (Thirteen Lakhs fifty
2014
thousand) Equity shares of face value of Rs. 10/- each.

Authorized Share Capital of our Company increased from Rs. 1,35,00,000 (Rupees One Crore
thirty five Lakhs) divided into 13,50,000 (Thirteen Lakhs fifty thousand) Equity Shares of face
May 30, 2019 EGM value of Rs. 10/- each to Rs. 16,50,00,000 (Rupees Sixteen Crore Fifty Lakhs) divided into
1,65,00,000 (One Crore Sixty Five Lakhs) Equity shares of face value of Rs. 10/- each.

December EGM Conversion of our Company from Private Limited to Public Limited Company. Consequently
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05, 2019 name of the Company has been changed from SM Auto Stamping Private Limitedto SM Auto
Stamping Limited and a fresh Certificate of Incorporation dated December 19, 2019 bearing CIN
U27109MH2006PLC163789 was issued by Registrar of Companies, Mumbai.

ADOPTING NEW ARTICLES OF ASSOCIATION OF THE COMPANY

Our Company has adopted a new set of Articles of Association of the Company in accordance with applicable provisions of the
Companies Act 2013 in the Extra Ordinary General Meeting of the Company dated December 05, 2019.

KEY EVENTS AND MILESTONES

The Table below sets forth some of the major events in the history of our company:

Year/F.Y. Key Events / Milestone / Achievements

2006 Incorporation of the Company in the name of “SM Auto Stamping Private Limited”
2007 Took over the running business of M/s. S.M Industries (a Partnership Firm) vide agreement dated April 30, 2007
from Mr. Mukund Narayan Kulkarniand Mr.SureshGunwantFegde.
2007 Took over the running business of M/s. Spam Fab Technocrats (a Partnership Firm) vide agreement dated April
30, 2007 from Mr. Mukund Narayan Kulkarniand Mr.SureshGunwantFegde
2007 Acquisition of factory unit at C-13, MIDC, Ambad Nashik-422010, Maharashtra, India
2016-17 Crossed Consolidated Turnover of Rs. 50 crores
2017 Acquired 55.01% stake in SM Autovision Private Limited through allotment of equity shares and formed it as
our Subsidiary Company.
2018 Acquired 20.45% more shareholding in SM Autovision Private Limited, thereby making total shareholding of
75.46% in SM Autovision Private Limited
2018 Appreciation Certificate from INDE 2018 at Nashik Industries & Manufacturers' Association(NIMA) Index 2018
2018-19 Crossed Consolidated Turnover of Rs. 75 crores and Standalone Turnover of Rs. 50 crores.
2019 Sold 27.46% stake in SM Autovision Private Limited on November 27, 2019, post which, we hold 48.00%
stakein SM Autovision Private Limited and it ceased to be our Subsidiary Company
2019 Conversion of the Company from Private Limited to Public Limited Company.

OTHER DETAILS ABOUT OUR COMPANY

For details of our Company’s activities, products, growth, capacity, location of plants, technology, marketing strategy,
competition and our customers, please refer section titled “Our Business”, “Management’s Discussion and Analysis of
Financial Conditions and Results of Operations” and “Basis for Issue Price” on pages 95, 191 and 82 respectively of this Draft
Prospectus. For details of our management and managerial competence and for details of shareholding of our Promoters, please
refer to sections titled “Our Management” and "Capital Structure" beginning on page 116 and 55 of the Draft Prospectus
respectively.

CAPITAL RAISING (DEBT / EQUITY)

For details in relation to our capital raising activities through equity, please refer to the chapter titled “Capital Structure”
beginning on page 55 of the Draft Prospectus.

For a description of our Company‘s debt facilities, see “Statement of Financial Indebtedness” on page 184 of the Draft
Prospectus.

CHANGES IN ACTIVITIES OF OUR COMPANY DURING THE LAST FIVE (5) YEARS

There has not been any change in the activity of our Company during the last five (5) years preceding the date of this Draft
Prospectus.

HOLDING COMPANY

As on the date of the Draft Prospectus, our Company is not a subsidiary of any company.

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SUBSIDIARY OF OUR COMPANY

As on the date of this Draft Prospectus, our Company does not have any subsidiary Company.

INJUNCTION OR RESTRAINING ORDER

There are no injunctions/restraining orders that have been passed against the Company.

DETAILS REGARDING ACQUISITION OF BUSINESS/UNDERTAKINGS, MERGERS, AMALGAMATION,

REVALUATION OF ASSETS IN LAST 10 YEARS ETC

Except as set out below, there has not been any acquisition, merger, amalgamation, revaluation of assets made by our Company in
the last 10 years:-

On February 05, 2017 and March 15, 2017, our Company was allotted total of 6,60,000 equity shares of face value of Rs. 10/-
each of SM Autovision Private Limited, consequent to which, SM Autovision Private Limited became our Subsidiary Company.

Subsequently on November 27, 2019, our Company transferred 604,100 equity shares of SM Autovision Private Limited, pursuant
to which it ceased to be our Subsidiary Company and became our Associate Company.

NUMBER OF SHAREHOLDERS OF OUR COMPANY:

Our Company has Seven (7) shareholders as on the date of this Draft Prospectus. For further details on the shareholding pattern of
our Company, please refer to the chapter titled “Capital Structure” beginning on page 55 of this Draft Prospectus.

CHANGES IN THE MANAGEMENT

For details of change in Management, please see chapter titled “Our Management” on page 116 of the Draft Prospectus.

SHAREHOLDERS AGREEMENTS

There are no subsisting shareholder’s agreements among our shareholders in relation to our Company, to which our Company is a
party or otherwise has notice of the same as on the date of this Draft Prospectus.

COLLABORATION AGREEMENTS

As on date of this Draft Prospectus, Our Company is not a party to any collaboration agreements.

MATERIAL AGREEMENT

Our Company has not entered into any material agreement, other than the agreements entered into by it in normal course of its
business.

STRATEGIC OR FINACIAL PARTNERS

Our Company does not have any strategic or financial partners as on the date of this Draft Prospectus.

TIME AND COST OVERRUNS IN SETTING UP PROJECTS

There has been no time / cost overrun in setting up projects by our Company.

DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS/BANKS

There have been no defaults or rescheduling of borrowings with any financial institutions/banks as on the date of this Draft
Prospectus.

OTHER AGREEMENTS

NON COMPETE AGREEMENT

Our Company has not entered into any No- compete Agreement as on the date of filing of this Draft Prospectus.
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JOINT VENTURE AGREEMENT

Our Company has not entered into any Joint Venture Agreement as on the date of filing of this Draft Prospectus.

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OUR MANAGEMENT

Board of Directors

The following table sets forth the details regarding the Board of Directors of our Company as on the date of filing of this Draft
Prospectus:

No. of Equity
Name, Father’s Name, Age, Designation, Date & term of
Shares held & %
Address, Experience, Occupation, Appointment Other Directorships
of Shareholding
Qualification, Nationality & DIN
(Pre Issue)]
Mr. Mukund Narayan Kulkarni Originally Appointed as
Father’s Name: Mr. YeshwantNarayan Kulkarni Additional Director
Age:60 years w.e.f. November 15,
Date of Birth: August 08, 1959 2019
Designation: Chairman and Managing Director
1.SM Autovision Private
Address: AlkundBunglow, Krishna Colony, Re-designated as
Limited
Shivaji Nagar, Jail Road, Nashik Road, Nashik – Chairman and Managing 100 Equity Shares
422101, Maharashtra, India Director w.e.f. December [0.00%]
2.BBN Global Association
Experience: 38 Years 10, 2019 for a period of 5
Occupation: Business years
Qualification:Diploma in Mechanical
Engineering (Not liable to retire by
Nationality: Indian rotation)
DIN:00248797
Mr. Suresh Gunwant Fegde Originally Appointed as
Father’s Name: Mr. Narayan GunwantFegde Director w.e.f. August
Age:62 years 14, 2006
Date of Birth:May 01, 1957
Designation:Chairman and Managing Director
Address:Plot No. 9, Jay Ambe Colony, Shivaji Re-designated as Whole
Time Director w.e.f. 35,52,164 Equity Nil
Nagar, Jail Road, Nashik Road, Nashik - 422101,
December 10, 2019 for a Shares
Maharashtra, India
period of 5 years [33.99%]
Experience: 38 Years
Occupation: Business
Qualification:Industrial Training Course from
ITI, Nashik (liable to retire by
Nationality: Indian rotation)
DIN:00248850
Mrs.AlkaMukundKulkarni Originally Appointed as
Father’s Name: Mr. Purushottam Joshi Additional Director
Age:58 years w.e.f. June 13, 2014
Date of Birth:October 31, 1961
Designation:Whole time Director Further, regularized as
Address:Alkund Bunglow, Krishna Colony, Director w.e.f. August
Shivaji Nagar, Jail Road, Nashik Road, Nashik – 08, 2014 68,95,352Equity
422101, Maharashtra, India Shares Nil
Experience: 35 years Further, Change in [65.99%]
Occupation: Business designation as Non-
Qualification: Master of Commerce Executive Director w.e.f.
Nationality: Indian December 21, 2019
DIN:06896902
(liable to retire by
rotation)

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No. of Equity
Name, Father’s Name, Age, Designation, Date & term of
Shares held & %
Address, Experience, Occupation, Appointment Other Directorships
of Shareholding
Qualification, Nationality & DIN
(Pre Issue)]
Mr. Aditya Mukund Kulkarni Originally Appointed as
Father’s Name: Mukund Narayan Kulkarni Additional Director
Age: 31 years w.e.f. December 10,
Date of Birth: June 27, 1988 2019
Designation:Non-ExecutiveDirector
Address: Alkund Bunglow, Krishna Colony, Regularized as Non-
Shivaji Nagar, Jail Road, Nashik Road, Nashik – Executive Director w.e.f. 1. Whispering Woods
8 Equity Shares
422101, Maharashtra, India. December 21, 2019. Technologies Private
[0.00%]
Experience: 8 years Limited
Occupation:Business (Liable to retire by
Qualification: Post Graduate Diploma in rotation)
Management
Nationality: Indian
DIN: 07092586
Mr. Sunilkumar Satyanarain Dayama Originally Appointed as
Father’s Name: Mr. Satyanarain Gangabishan Additional Independent
Dayama Director w.e.f. December
Age: 64 years 10, 2019
Date of Birth: December 03, 1955
Designation: Independent Director
Address: Satyavilla, Near Nirmala School 12, Regularization as
Pramod Nagar, Sawarkar Nagar, Gangapur Road, Independent Director Nil Nil
Nashik - 422013, Maharashtra, India. w.e.f. December 21,
Experience:40 years 2019 for a period of 5
Occupation: Business years.
Qualification: Bachelor of Engineering &
Master of Management
Nationality: Indian (Not liable to retire by
DIN: 08492339 rotation)

Mr. Prakash Gangadhar Pathak Originally Appointed as

Father’s Name: Mr. Gangadhar Raghunath Additional Independent
Pathak Director w.e.f. December
Age: 65 years 10, 2019
Date of Birth: January 01, 1954
Designation: Independent Director Regularization as
Address: 16, Atharv, Vinayak Nagar, Independent Director 1. Atharva Accfin Services
Wadibhokar Road, Deopur, Dhule - 424002, w.e.f. December 21, Nil Private Limited
Maharashtra, India. 2019 for a period of 5
Experience: 38 years years.
Occupation: Business
Qualification: Chartered Accountant
Nationality: Indian (Not liable to retire by
DIN: 07538918 rotation)

Brief Profile of Directors

Mr. Mukund Narayan Kulkarni is the Chairman, Managing Director & Promoter of our Company. He has completed his
Diploma in Mechanical Engineering from Maharashtra State Board of Technical Education in 1980. He has a work experience of
around 38 years of which 22 years of experience is particularly in the Auto components stamping industry. He is a visionary
entrepreneur and has played a pivotal role in setting up business of our Company as a Co-Founder. He currently oversees and
controls the overall administration and finance function of our Company. Under his guidance our Company has witnessed
continuous growth.

Mr. Suresh Gunwant Fegde is the Whole Time Director and Promoter of our Company. He has been on the Board since
incorporation of the Company. He has completed his Industrial Training Course from Industrial Training Institute, Nashik in the
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trade of fitter in 1978. He has a work experience of around 38 years of which 22 years of experience is particularly in the Auto
components stamping industry. He is instrumental in guiding the team for tool design and development of sheet metal
components, technical development, project monitoring and review. He currently oversees and controls the overall production and
marketing function of our Company.

Mrs. Alka Mukund Kulkarni is the Non-Executive Director and Promoter of our Company. She has completed her Masters in
Commerce from Marathwada University, Aurangabad in 1984. She joined our Company as Director in 2014 and has been
supervising the finance function of our Company till December’19. She is currently involved in advising Company on finance
function. She has an overall work experience of over 35 years in the field of accounts and finance.

Mr. Aditya Mukund Kulkarni is the Non-Executive Director of our Company. He has completed his Post Graduate Diploma in
Management from IIM, Bangalore in 2013. He has an experience of around 8 years in the field of IT industry. He is currently
involved in advising our Company on IT and Business Development.

Mr. Sunilkumar Satyanarain Dayama is an Independent Director of our Company. He has completed his Bachelor of
Engineering in Production Branch from Bombay University in 1979 and Master of Management from Indian Institute of
Technology (IIT), Bombay in 2002. He has 40 years of experience in Operations and General Management.

Mr. Prakash Gangadhar Pathak is an Independent Director of our Company. He is a qualified Chartered Accountant from ICAI
and is engaged in practice since 1982. He has around 37 years of experience in the field of audit & taxation.

Confirmations

None of our Directors is or was a director of any listed company during the last five years preceding the date of this Draft
Prospectus, whose shares have been or were suspended from being traded on the BSE or the NSE, during the term of their
directorship in such company.

None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchange during
the tenure of their directorship in such company.

Nature of any family relationship between our Directors and Key Managerial Personnel (KMP)

The Directors and KMPs of the Company are related to each other within the meaning of section 2(77) of the Companies Act,
2013. Details of which are as follows:

Sr. No. Name of the Director/KMP Relationship with other Directors/KMPs

Husband of Mrs. Alka Mukund Kulkarni and Father of Mr. Aditya Mukund
1. Mr. Mukund Narayan Kulkarni
Kulkarni
Wife of Mr. Mukund Narayan Kulkarni and Mother of Mr. Aditya Mukund
2. Mrs. Alka Mukund Kulkarni
Kulkarni

Arrangements with major Shareholders, Customers, Suppliers or Others:

We have not entered into any arrangement or understanding with our major shareholders, customers, suppliers or others, pursuant
to which any of our Directors were selected as Directors or members of the senior management.

Service Contracts:

The Directors of our Company have not entered into any service contracts with our company which provides for benefits upon
termination of their employment.

Details of Borrowing Powers of Directors

Our Company has passed a special resolution in the Extra Ordinary General Meeting of the members held on December 21st, 2019
authorizing the Directors of the Company under Section 180(1)(c) of the Companies Act, 2013 to borrow from time to time all
such money as they may deem necessary for the purpose of business of our Company notwithstanding that money borrowed by
the Company together with the monies already borrowed by our Company may exceed the aggregate of the paid up share capital
and free reserves provided that the total amount borrowed by the Board of Directors shall not exceed the sum of `200.00 Crores
(Rupees Two Hundred Crores Only).

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Compensation of our Managing Director & Whole-time Director

The compensation payable to our Managing Director and Whole-time Director will be governed as per the terms of their
appointment and shall be subject to the provisions of Sections 2(54), 2(94), 188,196,197,198 and 203 and any other applicable
provisions, if any of the Companies Act, 2013 read with Schedule V to the Companies Act,2013 and the rules made there under
(including any statutory modification(s) or re-enactment thereof or any of the provisions of the Companies Act, 1956, for the time
being in force).

The following compensation has been approved for Managing Director & Whole time Director

Particulars Mr. Mukund Narayan Kulkarni Mr. Suresh Gunwant Fegde

Appointed as Additional Director w.e.f. Appointed as Director since incorporation ;
Appointment/Change November 15, 2019; Further, re - designated as Whole Time Director
Further, re-designated as Chairman and w.e.f. December 10, 2019 for a period of 5 years.
in Designation
Managing Director w.e.f December 10, 2019 for
a period of 5 years.
Current Designation Chairman and Managing Director Whole time Director
5 years 5 years
Term of Appointment
Not liable to Retire by rotation Liable to Retire by rotation
Remuneration &
` 84,00,000 /- per annum ` 84,00,000 /- per annum
Perquisites
Compensation paid in
Nil `40,70,000 /- per annum
the year 2018-19

Bonus or Profit Sharing Plan for our Directors

We have no bonus or profit sharing plan for our Directors.

Sitting Fees

The Articles of Association of our Company provides for payment of sitting fees to Directors (other than Managing Director &
Whole-time Directors), not exceeding Rs. 1.00 Lac to be fixed by Directors from time to time, for attending a meeting of the
Board or a Committee thereof. Our Board of Directors have resolved in their meeting dated December 21, 2019 for payment of an
amount of Rs. 10,000 per meeting to all Non-executive Directors including Indepenent Directors for attending each such meeting
of the Board or Committee thereof.

Shareholding of our Directors as on the date of this Draft Prospectus:-

Sr. No. Name of the Directors No. of Shares Held Holding in %

1. Mr.Mukund Narayan Kulkarni 100 0.00
2. Mr.Suresh Gunwant Fegde 35,52,164 33.99
3. Mrs.AlkaMukund Kulkarni 68,95,352 65.99
4. Mr.Aditya Mukund Kulkarni 8 0.00
Total 1,04,47,624 99.99
None of the Independent Directors of the Company holds any Equity Shares of Company as on the date of this Draft Prospectus.

We do not have Subsidiary Company as defined under Section 2(6) of the Companies Act, 2013.

Our Articles of Association do not require our Directors to hold any qualification Equity Shares in the Company.

INTEREST OF DIRECTORS

All the Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses payable to them
under the Articles, and to the extent of remuneration paid to them for services rendered as an officer or employee of the Company.
For further details, please refer to Chapter titled“Our Management”beginning on page 116 of this Draft Prospectus.

Our Directors may also be regarded as interested to the extent of their shareholding and dividend payable thereon, if any, and to
the extent of Equity Shares, if any held by them in our Company or held by their relatives. Further our Director are also interested
to the extent of unsecured loans, if any, given by them to our Company or by their relatives or by the companies/ firms in which

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they are interested as directors/Members/Partners. Further our Directors are also interested to the extent of loans, if any, taken by
them or their relatives or taken by the companies/ firms in which they are interested as Directors/Members/Partners and for the
details of Personal Guarantee given by Directors towards Financial facilities of our Company please refer to “Statement of
Financial Indebtedness” and “Financial Information of the Company” on page 184 and 133 respectively of this Draft
Prospectus.

Except as stated otherwise in this Draft Prospectus, our Company has not entered into any Contract, Agreements or Arrangements
during the preceding two years from the date of the Draft Prospectus in which the Directors are interested directly or indirectly
and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be
entered into with them.

Except as stated in this section"Our Management" or the section titled "Financial information of the Company –Annexure
XXIV - Related Party Transactions" beginning on page 116 and 172 respectively of this Draft Prospectus, and except to the
extent of shareholding in our Company, our Directors do not have any other interest in our business.

Interest in the property of Our Company

Our Directors do not have any other interest in any property acquired/rented by our Company in a period of two years before
filing of this Draft Prospectus or proposed to be acquired by us as on date of this Draft Prospectus.

Changes in Board of Directors in Last 3 Years

Sr. Date of Appointment / re – Reasons for Change

Name
No. Appointment
To ensure better Corporate
Appointed as Additional Director w.e.f.
Mr. Mukund Narayan Kulkarni Governance and compliance with
November 15, 2019
1. Companies Act, 2013
Change in Designation as Chairman & To ensure better Corporate
Mr.Mukund Narayan Kulkarni Managing Director w.e.f. December 10, Governance and compliance with
2. 2019 Companies Act, 2013
To ensure better Corporate
Re-designated as Whole time Director
3. Mr.Suresh GunwantFegde Governance and compliance with
w.e.f. December 10, 2019
Companies Act, 2013
Change in designation from Director to
To ensure better Corporate
Non-Executive Director w.e.f. December
4. Mrs.AlkaMukundKulkarni Governance and compliance with
10, 2019
Companies Act, 2013
Appointed as Additional Director w.e.f.
To ensure better Corporate
December 10, 2019 and Regularized as
5. Mr.Aditya MukundKulkarni Governance and compliance with
Non-Executive Director in the EGM dated
Companies Act, 2013
December 21, 2019
Appointed as Additional Independent
Director w.e.f. December 10, 2019 and To ensure better Corporate
6. Mr.Prakash Gangadhar Pathak regularized as Independent Director in the Governance and compliance with
EGM dated December 21, 2019 Companies Act, 2013

Appointed as Additional Independent

Director w.e.f. December 10, 2019 and To ensure better Corporate
7. Mr.Sunilkumar Satyanarayan Dayama regularized as Independent Director in the Governance and compliance with
EGM dated December 21, 2019 Companies Act, 2013

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MANAGEMENT ORGANISATION STRUCTURE

The following chart depicts our Management Organization Structure:-

Board of Directors

Chairman & Managing Director Whole Time Director

Mr. Mukund Narayan Kulkarni Mr. Suresh GunwantFegde

Chief Financial Company Secretary & Production Marketing

Officer Compliance Officer
Mr. Suresh Jagdale Mrs. PriyaAnujKhadilkar

Accounts and Secretarial

Finance Department Department

Administration

COMPLIANCE WITH CORPORATE GOVERNANCE

In addition to the applicable provisions of the Companies Act, 2013, provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and SEBI (ICDR) Regulations, 2018will be applicable to our Company immediately upon the
listing of our Company’s Equity Shares on the SME Platform of BSE. The requirements pertaining to the Composition of the Board
of Directors and the constitution of the committees such as the Audit Committee, Stakeholders Relationship Committeeand
Nomination and Remuneration Committees, as applicable on us, have been complied with.

Our Board has been constituted in compliance with the Companies Act and in accordance with the best practices in corporate
governance. Our Board functions either as a full board or through various committees constituted to oversee specific operational
areas. The executive management provides our Board detailed reports on its performance periodically.

Our Board of Directors consist of Six (6) directors of which two (2) are Independent Directors, and we have one women director on
the Board. The constitution of our Board is in compliance with Section 149 of the Companies Act, 2013.

Our Company has constituted the following committees:

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1. Audit Committee

Our Company has constituted an Audit Committee (“Audit Committee”), vide Board Resolution dated December 20, 2019 as per
the applicable provisions of the Section 177 of the Companies Act, 2013. The constituted Audit Committee comprises following
members:

Name of the Director Status in Committee Nature of Directorship

Mr. Prakash Gangadhar Pathak Chairman Independent Director
Mr. Sunilkumar Satyanarain Dayama Member Independent Director
Mr. Mukund Narayan Kulkarni Member Chairman &Managing Director

The Company Secretary of our Company shall act as a Secretary to the Audit Committee. The Chairman of the Audit Committee
shall attend the Annual General Meeting of our Company to answer shareholder queries. The scope and function of the Audit
Committee and its terms of reference shall include the following:

A. Tenure: The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the
Board, to carry out the functions of the Audit Committee as approved by the Board.

B. Meetings of the Committee: The committee shall meet as and when the need arise. The quorum for the meeting shall be one
third of the total strength of the committee or two members, whichever is higher.

C. Role and Powers: Set forth below are the scope, functions and the terms of reference of our Audit Committee, in accordance
with Section 177 of the Companies Act.

Powers of Audit Committee:

The Audit Committee shall have powers, including the following:

 To investigate any activity within its terms of reference;

 To seek information from any employee;
 To obtain outside legal or other professional advice; and
 To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of Audit Committee:

The role of the Audit Committee shall include the following:

 Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
 Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
 Examination of the financial statement and the auditors’ report thereon;
 Approval or any subsequent modification of transactions of the company with related parties;
 Scrutiny of inter-corporate loans and investments;
 Valuation of undertakings or assets of the company, wherever it is necessary;
 Evaluation of internal financial controls and risk management systems;
 Monitoring the end use of funds raised through public offers and related matters
 To do all acts, deeds and things as may be may be required or considered necessary or incidental in the above matters along
with another terms as may be decided by the Board.

2. Stakeholders Relationship Committee

Our Company has formed the Stakeholders Relationship Committee as per the applicable provisions of the Section 178 of the
Companies Act, 2013 andRegulation 20 of SEBI Listing Regulation, 2015 vide Resolution dated December 20, 2019 The
constituted Stakeholders Relationship Committee comprises the following:

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Name of the Director Status in Committee Nature of Directorship

Mr. Aditya Mukund Kulkarni Chairman Non-Executive Director
Mrs. Alka Mukund Kulkarni Member Non-Executive Director
Mr. Sunilkumar Satyanarain Dayama Member Whole Time Director

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee. The scope and
function of the Stakeholders Relationship Committeeand its terms of reference shall include the following:

A. Tenure: The Stakeholders Relationship Committeeshall continue to be in function as a committee of the Board until
otherwise resolved by the Board, to carry out the functions of the Stakeholders Relationship Committee as approved by
the Board.

B. Meetings: The committee shall meet as and when the need arise. The quorum for the meeting shall be one third of the
total strength of the committee or two members, whichever is higher.

C. Terms of Reference: Set forth below are the terms of reference of our Stakeholders’ Relationship Committee:-

 Considering and resolving grievances of shareholders’, debenture holders and other security holders;
 Redressal of grievances of the security holders of our Company, including complaints in respect of transfer of shares, non-
receipt of declared dividends, balance sheets of our Company, etc.;
 Allotment of Equity Shares, approval of transfer or transmission of equity shares, debentures or any other securities;
 Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.
 Overseeing requests for dematerialization and rematerialization of shares; and
 Carrying out any other function contained in the equity listing Obligations and Disclosure Requirements as and when
amended from time to time.

3. Nomination and Remuneration Committee

Our Company has formed theNomination and Remuneration Committee as per the applicable provisions of the Section 177 of the
Companies Act, 2013 and Regulation 19 of SEBI Listing Regulation, 2015 vide Resolution dated December 20, 2019. The
Nomination and Remuneration Committee comprise the following:

Name of the Director Status in Committee Nature of Directorship

Mr. Sunilkumar Satyanarain Dayama Chairman Independent Director
Mr. Prakash Gangadhar Pathak Member Independent Director
Mrs. Alka Mukund Kulkarni Member Non-Executive Director

The Company Secretary of our Company shall act as a Secretary to theNomination andRemuneration Committee. The scope and
function of the Committee and its terms of reference shall include the following:

A. Tenure: The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until
otherwise resolved by the Board.

B. Meetings: The committee shall meet as and when the need arises for review of Managerial Remuneration. The quorum for the
meeting shall be one third of the total strength of the committee or two members, whichever is higher. The Chairperson of the
nomination and remuneration committee is entitled to attend the General Meeting of the Company to furnish clarifications to the
shareholders on any matter relating to remuneration.

C. Role of Terms of Reference:

 Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to
our Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;
 Formulation of criteria for evaluation of independent directors and our Board;

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 Devising a policy on Board diversity;

 Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with
the criteria laid down, and recommend to our Board their appointment and removal;
 To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.
 Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is
clear and meets appropriate performance benchmarks
 Recommend to the Board, remuneration including salary, perquisite and commission to be paid to the Company’s Executive
Directors on an annual basis or as may be permissible by laws applicable.
 Considering and recommending grant of employees stock option, if any, and administration and superintendence of the same;
and
 The Nomination and Remuneration Committee shall meet as and when required. The quorum shall be two members present, or
one-third of the members, whichever is greater.

KEY MANAGERIAL PERSONNEL

Our Company is supported by a team of professionals having exposure to various operational aspects of our business. A
brief detail about the Key Managerial Personnel of our Company is provided below:

Name, Designation & Educational Age Year of Compensation Overall Previous

Qualification (Years) joining paid for F.Y. experience employment
ended 2019 (in (in years)
`Lacs)

Mr. Mukund Narayan Kulkarni

Designation: Chairman and Managing
Director -
60 2019 - 38
Educational Qualification -Diploma in
Mechanical Engineering
Term of Office:5 years
Mr.Suresh GunwantFegde
Designation:Whole time Director
2006 -
Educational Qualification - Industrial 62 40.70 38
Training Course from ITI, Nashik
Term of Office: 5 years
Mrs. Priya Anuj Khadilkar
Designation: Company Secretary and Practicing CS
Compliance Officer 36 2019 - 2 Firm
Educational Qualification - Company
Secretary
Mr. Suresh Jagdale
2006
Designation:Chief Financial Officer
(Promote 4.55 (as -
Educational Qualification –Masters in 46 19
d as CFO employee)
Business Administration
in 2019)

BRIEF PROFILE OF KEY MANAGERIAL PERSONNEL

Mr.Mukund Narayan Kulkarni- Please refer to section “Brief Profile of our Directors” beginning on page 117 of this Draft
Prospectus for details.

Mr. Suresh Gunwant Fegde- Please refer to section “Brief Profile of our Directors” beginning on page 117 of this Draft
Prospectus for details.

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Mrs. Priya Anuj Khadilkar is the Company Secretary and Compliance officer of our Company. She is a qualified Company
Secretary from Institute of Company Secretaries of India and has an experience of 2 years in secretarial field. She looks after the
overall corporate governance and secretarial matters of our Company.

Mr. Suresh Jagdale is the Chief Financial Officer of our Company. He has completed his Master’s in Business Administration
from Yashwantrao Chavan Maharashtra Open University, Nashik in 2014. He was promoted as CFO on December 10, 2019. He is
responsible for the overall Accounts & Finance function of our Company.

We confirm that:

a. All the persons named as our Key Managerial Personnel above are the permanent employees of our Company.
b. There is no understanding with major shareholders, customers, suppliers or any others pursuant to which any of the above
mentioned Key Managerial Personnel have been recruited.
c. None of our KMPs except Mr. Mukund Narayan KulkarniandMr. Suresh GunwantFegdeare also part of the Board of
Directors.
d. In respect of all above mentioned Key Managerial Personnel there has been no contingent or deferred compensation
accrued for the year ended March 2019.
e. Except for the terms set forth in the appointment letters, the Key Managerial Personnel have not entered into any other
contractual arrangements or service contracts (including retirement and termination benefits) with the issuer.
f. Our Company does not have any bonus/profit sharing plan for any of the Key Managerial Personnel.
g. None of the Key Managerial Personnel in our Company hold any shares of our Company as on the date of filing of this
Draft Prospectus except as under:-

Sr. No. Name of the KMP No. of Shares held

1 Mr. Mukund Narayan Kulkarni 100
2 Mr. Suresh GunwantFegde 35,52,164
Total 35,52,264

h. Presently, we do not have ESOP/ESPS scheme for our employees.

i. The turnover of KMPs is not high, compared to the Industry to which our company belongs.

Payment of benefits to officers of Our Company (non-salary related)

Except as disclosed in this Draft Prospectus and any statutory payments made by our Company to its officers, our Company has not
paid any sum, any non-salary related amount or benefit to any of its officers or to its employees including amounts towards super-
annuation, ex-gratia/rewards.

Except statutory benefits upon termination of employment in our Company or superannuation, no officer of our Company is entitled
to any benefit upon termination of such officer’s employment in our Company or superannuation. Contributions are made by our
Company towards provident fund, gratuity fund and employee state insurance.

Changes in the Key Managerial Personnel in last three years:

There have been no changes in the Key Managerial Personnel of our Company during the last 3 (three) year except as stated below:

Appointment/
Sr.
Name Designation and period Cessation/Re- Reasons
No.
designation
To comply with the provisions of
Mr. Mukund Narayan Chairman & Managing Director
1. Re-designation Companies Act 2013 and to ensure
Kulkarni (w.e.f. December 10, 2019)
better Corporate Governance
To comply with the provisions of
Mr. Suresh Gunwant Whole time Director
2. Re-designation Companies Act 2013 and to ensure
Fegde (w.e.f. December 10, 2019)
better Corporate Governance
3. Mr. Suresh Jagdale Chief Financial Officer Appointment To comply with the provisions of

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(w.e.f. December 10, 2019) Companies Act 2013 and to ensure

better Corporate Governance
Company Secretary & To comply with the provisions of
4. Mrs. PriyaAnujKhadilkar Compliance Officer Appointment Companies Act 2013 and to ensure
(w.e.f. December 10, 2019) better Corporate Governance

Interest of Our Key Managerial Persons

Apart from the shares held in the Company and to extent of remuneration allowed and reimbursement of expenses incurred by them
for or on behalf of the Company and to the extent of loans and advances made to or borrowed from the Company, none of our key
managerial personal are interested in our Company. For details, please refer section titled "Financial information of the Company
–Annexure XXXIV - Related Party Transactions"beginning on page 172 of this Draft Prospectus.

Interest in the property of our Company

Our KMPs do not have any interest in any property acquired by our Company in a period of two years before filing of this Draft
Prospectus or proposed to be acquired by us as on date of filing this Draft Prospectus with RoC.

Details of Service Contracts of the Key Managerial Personnel

Except for the terms set forth in the appointment letters, the Key Managerial Personnel have not entered into any other contractual
arrangements with our Company for provision of benefits or payments of any amount upon termination of employment.

Loans given/availed by Directors / Key Managerial Personnel of Our Company

For details of unsecured loan taken from or given to our Directors/KMPs and for details of transaction entered by them in the past
please refer to “Annexure XXXIV –Statement of Related Party Transactions” page 172 of this Draft Prospectus.

ESOP/ESPS SCHEME TO EMPLOYEES

Presently, we do not have any ESOP/ESPS Scheme for our employees.

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OUR PROMOTERS & PROMOTER GROUP

Our Promoters:

Mr. Mukund Narayan Kulkarni, Mr. Suresh Gunwant Fegde and Mrs. Alka Mukund Kulkarni are the Promoters of our Company.
As on the date of this Draft Prospectus, our Promoters collectively holds 1,04,47,616 equity shares of our Company. Our Promoters
and Promoter Group will continue to hold the majority of the post-issue paid-up Equity Share Capital of our Company.

Brief Profile of our Promoters is as under:

Mr. Mukund Narayan Kulkarni– Chairman & Managing Director
Qualification Diploma in Mechanical Engineering
Age 60 years
Date of Birth August 08, 1959
Address Alkund Bunglow, Krishna Colony, Shivaji
Nagar, Jail Road, Nashik Road, Nashik –
422101, Maharashtra, India
Total Experience in business & 38 Years
employment
Occupation Business
PAN No. AHDPK9277F
Driving License Number Expired
Aadhar Card Number 7740 6462 7844
No. of Equity Shares held in 100 Equity Shares aggregating to 0.00% of Pre
SMASL &[% of Shareholding Issue Paid up Share Capital
(Pre Issue)]
Other Interests Directorships in other Companies:
1. SM Autovision Private Limited
2. BBN Global Association

HUFs: Nil

AOP: S.M. Education and Welfare Fund

Mr. Suresh Gunwant Fegde – Whole Time Director
Qualification Industrial Training Course from ITI, Nashik
Age 62 years
Date of Birth May 01, 1957
Address Plot No. 9, Jay Ambe Colony, Shivaji Nagar,
Jail Road, Nashik Road, Nashik -422101,
Maharashtra, India
Total Experience in business & 38 Years
employment
Occupation Business
PAN No. AAAPF6402F
Driving License Number MH1520070009091
Aadhar Card Number 846947471302
No. of Equity Shares held in 35,52,164 Equity Shares aggregating to 34.00%
SMASL &[% of Shareholding of Pre Issue Paid up Share Capital
(Pre Issue)]
Other Interests Directorships in other Companies: Nil

HUFs:-Nil

AOP: S.M. Education and Welfare Fund

Alka Mukund Kulkarni – Non Executive Director

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Qualification Master of Commerce

Age 58 Years
Date of Birth October 31, 1961
Address Alkund Bunglow, Krishna Colony, Shivaji
Nagar, Jail Road, Nashik Road, Nashik –
422101, Maharashtra, India
Total Experience in business & 36 Years
employment
Occupation Business
PAN No. AFBPK7519L
Driving License Number MH1520020120372
Aadhar Card Number 491778752635
No. of Equity Shares held in 68,95,352 Equity Shares aggregating to 66.00%
SMASL&[% of Shareholding (Pre of Pre Issue Paid up Share Capital
Issue)]
Other Interests Directorships in other Companies: Nil

HUFs: Nil

AOP: S.M. Education and Welfare Fund

For brief biography of our Individual Promoters, please refer to Chapter titled “Our Management” beginning on page 116 of this
Draft Prospectus.

Confirmations/Declarations

In relation to our Promoters, Mr. Mukund Narayan Kulkarni, Mr. Suresh Gunwant Fegde and Mrs. Alka Mukund Kulkarni, our
Company confirms that the PAN, bank account numbers and passport numbers have been submitted to BSE at the time of filing of
this Draft Prospectus.

Interest of our Promoters

Interest in promotion of Our Company:

Our Promoters are interested in the promotion of our Company and also to the extent of their shareholding and shareholding of their
relatives, from time to time, for which they are entitled to receive dividend payable, if any, and other distribution in respect of the
Equity Shares held by them and their relatives. As on the date of this Draft Prospectus, Our Promoters, Mr.Mukund Narayan
Kulkarni, Mr. Suresh Gunwant Fegde and Mrs. Alka Mukund Kulkarni collectively hold 1,04,47,616 Equity Shares in our Company
i.e. 99.99% of the pre issue paid up Equity Share Capital of our Company. Our Promoters may also be deemed to be interested to
the extent of their remuneration, as per the terms of their appointment and reimbursement of expenses payable to them and
unsecured loan given by them to our Company, if any.

For details regarding the shareholding of our Promoters in our Company, please see “Capital Structure” on page 55 of this Draft
Prospectus

Interest in the property of Our Company:

None of our promoters or directors has any interest in any property acquired by our Company in a period of two years before filing
of this Draft Prospectus or proposed to be acquired by us as on date of this Draft Prospectus.

In transactions for acquisition of land, construction of building and supply of machinery

None of our promoters or directors is interested in any transaction for the acquisition of land, construction of building or supply of
machinery.

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Other Interests in our Company

For transactions in respect of loans and other monetary transactions entered in past please refer Annexure XXXIV on “Related
Party Transactions” on page 172 forming part of “Financial Information of the Company” of this Draft Prospectus.

Further, our promoters may be interested to the extent of personal guarantees given by them in favour of the Company, for the
details of Personal Guarantee given by Promoters towards Financial facilities of our Company please refer to “Statement of
Financial Indebtedness” and ““Financial Information of Our Company” on page 184 and 133 respectively of this Draft
Prospectus.

Payment or Benefits to our Promoter and Promoter Group during the last 2 years:

For details of payments or benefits paid to our Promoter and promoter group, please refer to the paragraph “Compensation of our
Managing Director” in the chapter titled “Our Management” beginning on page 116 also refer Annexure XXXIV on “Related
Party Transactions” on page 172 forming part of “Financial Information of the Company” and Paragraph on “Interest of
Promoter” in chapter titled “Our Promoter and Promoter Group” on page 127 of this Draft Prospectus.

Companies/Firms with which our Promoters have disassociated in the last (3) three years

Our promoters have not disassociated themselves from any of the Company, Firms or other entities during the last three years
preceding the date of this Draft Prospectus.

Other ventures of our Promoter

Save and except as disclosed in this section titled “Our Promoter & Promoter Group” beginning on page 127 of this Draft
Prospectus, there are no other ventures, in which our Promoters have any business interests/ other interests.

Litigation details pertaining to our Promoter

For details on litigations and disputes pending against the Promoters and defaults made by the Promoters please refer to the section
titled “Outstanding Litigations and Material Developments” beginning on page 205 of this Draft Prospectus.

Experience of Promoters in the line of business

Our Promoter, Mr. Mukund Narayan Kulkarni and Mr. Suresh Gunwant Fegdehas an experience of around 22 years each in auto
components business and Mrs. Alka Mukund Kulkarni has an experience of around 5 years in the auto component business. The
Company shall also endeavor to ensure that relevant professional help is sought as and when required in the future.

Related Party Transactions

For the transactions with our Promoter Group, please refer to section titled “Annexure – XXXIV- Related Party Transactions” on
page 172 of this Draft Prospectus.

Nature of relationship between our Promoters:

The Promoters of our Company are related to each other within the meaning of section 2(77) of the Companies Act, 2013.

Sr. No. Name of the Director/KMP Relationship with other Directors/KMPs

1. Mr. Mukund Narayan Kulkarni Husband of Mrs. Alka Mukund Kulkarni
2. Mrs. Alka Mukund Kulkarni Wife of Mr. Mukund Narayan Kulkarni

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OUR PROMOTER GROUP

In addition to the Promoters named above, the following natural persons are part of our Promoter Group:

1. Natural Persons who are part of the Promoter Group

As per Regulation 2(1)(pp) of the SEBI (ICDR) Regulations, 2018, the Natural persons who are part of the Promoter Group (due to
their relationship with the Promoters) are as follows:

Relationship with Promoter Mukund Narayan Kulkarni

Father Narayan Yeshwant Kulkarni
Mother Mangala Narayan Kulkarni
Spouse Alka Mukund Kulkarni
Brother Hari Narayan Kulkarni
Sham Narayan Kulkarni
Milind Narayan Kulkarni
Sister -
Son Aditya Mukund Kulkarni
Ajinkya Mukund Kulkarni
Daughter -
Spouse’s Father Purushottam Rangnath Joshi
Spouse’s Mother Sindhubai Purushottam Joshi
Spouse’s Brother Sanjay Purushottam Joshi
Spouse’s Sister -

Relationship with Promoter Suresh Gunwant Fegde

Father Gunwant Narayan Fegde
Mother Sau Rahibai Gunwant Fegde
Spouse Sau Nayana Suresh Fegde
Brother Dilip Gunwant Fegde
Sister Sau Deepali Ulhas Mahajan
Sau Lata Girishankar Patil
Son Jayant Suresh Fegde
Daughter Dhanshri Mohan Attarde
Bhagyashri Pankaj Chaudhari
Spouse’s Father Rajaram Omkar Patil
Spouse’s Mother Sau Rajani Rajaram Patil
Spouse’s Brother Umakant Rajaram Patil
Spouse’s Sister -

Relationship with Promoter Alka Mukund Kulkarni

Father Purushottam Rangnath Joshi
Mother Sindhubai Purushottam Joshi
Spouse Mukund Narayan Kulkarni
Brother Sanjay Purushottam Joshi
Sister -
Son Aditya Mukund Kulkarni
Ajinkya Mukund Kulkarni
Daughter -
Spouse’s Father Narayan Yeshwant Kulkarni
Spouse’s Mother Mangala Narayan Kulkarni
Spouse’s Brother Hari Narayan Kulkarni
Sham Narayan Kulkarni
Milind Narayan Kulkarni

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Spouse’s Sister -

2. Corporate Entities or Firms forming part of the Promoter Group

As per Regulation 2(1)(pp) of the SEBI (ICDR) Regulations, 2018, the following entities would form part of our Promoter Group:

S.No. Nature of Relationship Entity

Any Body corporate in which 20% or more of the share
capital is held by the Promoter or an immediate relative of SM Autovision Private Limited
1
the Promoter or a firm or HUF in which the Promoter or
any one or more of his immediate relatives is a member
Any company in which a company mentioned in (1) above,
2 -
holds 20% or more, of the equity share capital
Any HUF or firm in which the aggregate shareholding of
3 the Promoter and his immediate relatives is equal to or AOP: S.M. Education and Welfare Fund
more than 20% of the total

Other persons included in Promoter Group:

Mrs. Reshma Jayant Fegde also forms part of promoter group for the purpose of shareholding of the Promoter Group under
Regulation 2(1) (pp)(v) of ICDR Regulations.

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DIVIDEND POLICY

Under the Companies Act, our Company can pay dividends upon a recommendation by our Board of Directors and approval by the
shareholders at the general meeting of our Company. The Articles of Association of our Company give our shareholders, the right to
decrease, and not to increase, the amount of dividend recommended by the Board of Directors.

The Articles of Association of our Company also gives the discretion to our Board of Directors to declare and pay interim
dividends. No dividend shall be payable for any financial except out of profits of our Company for that year or that of any previous
financial year or years, which shall be arrived at after providing for depreciation in accordance with the provisions of Companies
Act, 2013.

Our Company does not have any formal dividend policy for declaration of dividend in respect of the Equity Shares. The declaration
and payment of dividend will be recommended by our Board of Directors and approved by the shareholders of our Company at their
discretion and may depend on a number of factors, including the results of operations, earnings, Company's future expansion plans,
capital requirements and surplus, general financial condition, contractual restrictions, applicable Indian legal restrictions and other
factors considered relevant by our Board of Directors.

Our Company has not declared any dividend on the Equity Shares in the past five financial years. Our Company’s corporate actions
pertaining to payment of dividends in the past are not to be taken as being indicative of the payment of dividends by our Company
in the future.

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SECTION VI – FINANCIAL INFORMATION OF THE COMPANY

Independent Auditor’s Report for the Restated Financial Statements of SM Auto Stamping Limited

The Board of Directors,

SM Auto Stamping Limited
J – 41, Ambad MIDC,
Nashik 422010.

Dear Sirs,

1. We have examined the attached Restated Consolidated Financial Information of S M Auto Stamping Limited (formerly known
as SM Auto Stamping Private Limited) (the “Company” ) and its subsidiary S M Auto Vision Private Limited (the Company
and its subsidiaries together referred to as the “Group"), comprising the Restated Consolidated Statement of Assets and Liabilities
(Annexure I) as at June 30, 2019, March 31, 2019, 2018, and 2017, the Restated Consolidated Statements of Profit and Loss
(Annexure II), the Restated Consolidated Cash Flow Statement (Annexure III) for the three month period ended June 30, 2019
and for the years ended March 31, 2019, 2018, and 2017, the Summary Statement of Significant Accounting Policies (Annexure
IV), and other explanatory information (collectively, the “Restated Consolidated Financial Information”), as approved by the
Board of Directors of the Company for the purpose of inclusion in the Draft Prospectus prepared by the Company in connection
with its proposed Initial Public Offer (IPO) of equity on SME Platform of BSE Limited (“BSE”).

2. These Restated Summary Statements have been prepared in terms of the requirements of:

(i) Section 26 of Part I of Chapter III to the Companies Act, 2013 (“the Act”) read with Companies (Prospectus and Allotment of
Securities) Rules 2014;

(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 (“ICDR
Regulations”) issued by the Securities and Exchange Board of India (“SEBI”) in pursuance to Section 11 of the Securities and
Exchange Board of India Act, 1992 and related amendments / clarifications from time to time;

(iii) The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of
India (“ICAI”), as amended from time to time (“Guidance Note”).

3. The Company’s Board of Directors are responsible for the preparation of the Restated Consolidated Financial Information for the
purpose of inclusion in the Draft Prospectus to be filed with Securities and Exchange Board of India, SME Platform of BSE Limited
(“BSE”) in connection with the proposed IPO. The Restated Consolidated Financial Information have been prepared by the
management of the Company on the basis of preparation stated in notes to the Restated Consolidated Financial Information.
Responsibility of the respective Board of Directors of the companies included in the Group includes designing, implementing and
maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial
Information. The respective Board of Directors are also responsible for identifying and ensuring that the Group complies with the
Act, ICDR Regulations and the Guidance Note.

4. We have examined such Restated Consolidated Financial Information taking into consideration:

(i) The terms of reference to our engagements with the Company letter dated June 03, 2019 requesting us to carry out the
assignment, in connection with the Draft Prospectus/Prospectus being issued by the Company for its proposed Initial Public
Offering of equity shares in SME Platform of BSE Limited (“BSE”) “SME IPO”; and

(ii) The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of India
(“ICAI”), as amended from time to time (“Guidance Note”)

(iii) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated
Consolidated Financial Information; and

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(iv) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting
your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with
the IPO.

5. These Restated Consolidated Financial Information of the Company have been extracted by the management from:

a. Audited interim consolidated financial statements of the Group as at and for the three month period ended June 30, 2019 prepared
in accordance with Accounting Standard 25 (AS 25) for "Interim Financial Reporting", under Section 133 of the Companies Act,
2013 read with relevant rules issued thereunder; or by the Institute of Chartered Accountants of India, as applicable and other
accounting principles generally accepted in India, which have been audited by us and approved by the Board of Directors.

b. The Audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2019, 2018 and 2017
which have been audited by us and approved by the Board of Directors.

6. In accordance with the requirements of Part I of Chapter III of Act, ICDR Regulations, Guidance Note and Engagement Letter,
we report that:

(i) The “Restated Consolidated Statement of Assets and Liabilities” as set out in Annexure I to this report, of the Company as at
June 30, 2019, March 31, 2019, 2018, and 2017 are prepared by the Company and approved by the Board of Directors. These
Consolidated Statement of Assets and Liabilities, as restated have been arrived at after making such adjustments and regroupings to
the individual consolidated financial statements of the Company, as in our opinion were appropriate and more fully described in
Significant Accounting Policies and Notes to the Restated Consolidated Financial Information as set out in Annexure IV to this
Report.

(ii) The “Restated Consolidated Statement of Profit and Loss” as set out in Annexure II to this report, of the Company for the
three month period ended June 30, 2019 and for the years ended March 31, 2019, 2018, and 2017 are prepared by the Company and
approved by the Board of Directors. These Consolidated Statement of Profit and Loss, as restated have been arrived at after making
such adjustments and regroupings to the individual consolidated financial statements of the Company, as in our opinion were
appropriate and more fully described in Significant Accounting Policies and Notes to the Restated Consolidated Financial
Information as set out in Annexure IV to this Report.

(iii) The “Restated Consolidated Statement of Cash Flow” as set out in Annexure III to this report, of the Company for the three
month period ended June 30, 2019 and for the years ended March 31, 2019, 2018, and 2017 are prepared by the Company and
approved by the Board of Directors. These Consolidated Statement of Cash Flow, as restated have been arrived at after making such
adjustments and regroupings to the individual consolidated financial statements of the Company, as in our opinion were appropriate
and more fully described in Significant Accounting Policies and Notes to Restated Consolidated Financial Information as set out in
Annexure IV to this Report.

7. Based on the above, we are of the opinion that the Restated Consolidated Financial Statements have been made after
incorporating:

a) Adjustments for the changes in accounting policies retrospectively in respective financial years/period to reflect the same
accounting treatment as per the changed accounting policy for all reporting periods.

b) Adjustments for prior period and other material amounts in the respective financial years/period to which they relate and there are
no qualifications which require adjustments.

c) There are no extra-ordinary items that need to be disclosed separately in the accounts and qualifications requiring adjustments.

d) The adjustments as highlighted in Annexure IV has been made in respect of qualifications in the Audit Reports issued by the
Statutory Auditors for the financial period/year as covered under these restated financial statements.

e) These Profits and Losses have been arrived at after charging all expenses including depreciation and after making such
adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with the Significant
Accounting Polices and Notes to Restated Consolidated Financial Information as set out in Annexure IV to this report.

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8. At the request of the company, we have also examined the following financial information ("Other Financial Information")
proposed to be included in the offer document prepared by the management and approved by the board of directors of the company
and annexed to this report:

1. Details of Share Capital as Restated as appearing in ANNEXURE V to this report;

2. Details of Reserves and Surplus as Restated as appearing in ANNEXURE VI to this report;

3. Details of Long Term Borrowings as Restated as appearing in ANNEXURE VII to this report;

4. Details of Deferred Tax Liabilities (Net) and Deferred Tax Assets as Restated as appearing in ANNEXURE VIII to this report;

5. Details of Other Long Term Liabilities (Net) as Restated as appearing in ANNEXURE IX to this report;

6. Details of Long Term Provisions as Restated as appearing in ANNEXURE X to this report;

7. Details of Short Term Borrowings as Restated as appearing in ANNEXURE XI to this report;

8. Details of Trade Payables as Restated as appearing in ANNEXURE XII to this report;

9. Details of Other Current Liabilities as Restated as appearing in ANNEXURE XIII to this report;

10. Details of Short Term Provisions as Restated as appearing in ANNEXURE XIV to this report;

11. Details of Fixed Assets as Restated as appearing in ANNEXURE XV to this report;

12. Details of Non-Current Investments as Restated as appearing in ANNEXURE XVI to this report;

13. Details of Long Term Loans & Advances as Restated as appearing in ANNEXURE XVII to this report;

14. Details of Other Non-Current Assets as Restated as appearing in ANNEXURE XVIII to this report;

15. Details of Inventories as Restated as appearing in ANNEXURE XIX to this report;

16. Details of Trade Receivables as Restated enclosed as ANNEXURE XX to this report;

17. Details of Cash and Cash Equivalents as Restated enclosed as ANNEXURE XXI to this report;

18. Details of Short Term Loans & Advances as Restated as appearing in ANNEXURE XXII to this report;

19. Details of Other Current Assets as Restated as appearing in ANNEXURE XXIII to this report;

20. Details of Revenue from Operations as Restated in ANNEXURE XXIV to this report;

21. Details of Other Income as Restated as appearing in ANNEXURE XXV to this report;

22. Details of Cost of Materials Consumed as Restated as appearing in ANNEXURE XXVI to this report;

23. Details of Cost of Trading Goods as Restated as appearing in ANNEXURE XXVII to this report;

24. Details of Changes in Inventories as Restated as appearing in ANNEXURE XXVIII to this report;

25. Details of Employee Benefit Expenses as Restated as appearing in ANNEXURE XXIX to this report;

26. Details of Finance Costs as Restated as appearing in ANNEXURE XXX to this report;

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27. Details of Other Expenses as Restated as appearing in ANNEXURE XXXI to this report;

28. Capitalization Statement as Restated as at 30th June 2019 as appearing in ANNEXURE XXXII to this report;

29. Statement of Tax Shelters as Restated as appearing in ANNEXURE XXXIII to this report;

30. Details of Related Parties Transactions with the Directors as Restated as appearing in ANNEXURE XXXIV to this report;

31. Details of Significant Accounting Ratios as Restated as appearing in ANNEXURE XXXV to this report

32. Reconciliation of Contingent Liabilities as Restated as appearing in ANNEXURE XXXVI to this report.

9. We, M/s Milind M Kulkarni & Associates, have been subjected to the peer review process of the Institute of Chartered
Accountants of India (“ICAI”) and hold a valid peer review certificate issued by the “Peer Review Board” of the ICAI.

10. The preparation and presentation of the Financial Statements referred to above are based on the Audited financial statements of
the Company and are in accordance with the provisions of the Act and ICDR Regulations. The Financial Statements and
information referred to above is the responsibility of the management of the Company.

11. The report should not in any way be construed as a re-issuance or re-drafting of any of the previous audit reports issued by the
statutory auditors nor should this report be construed as a new opinion on any of the financial statements referred to therein.

12. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

13. In our opinion, the above financial information contained in Annexure I to XXXVI of this report read with the respective
Significant Accounting Polices and Notes to Restated Summary Statements as set out in Annexure IV and Annexure V are prepared
after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Act, ICDR
Regulations, Engagement Letter and Guidance Note.

14. Our report is intended solely for use of the management and for inclusion in the Offer Document in connection with the SME
IPO. Our report should not be used, referred to or adjusted for any other purpose except with our consent in writing.

For Milind M Kulkarni & Associates

Chartered Accountants
Firm Registration No.: 126975W

Sd/-

Atul Deshpande
Partner
Membership No.: 118218
UDIN 19118218AAAALP8480
Date: December 28, 2019
Place: Nasik

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ANNEXURE - I
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES AS RESTATED

(Amt. in Lakhs)
Particulars Annexure As at June 30, As At March 31st
No. 2019
2019 2018 2017

EQUITY AND LIABILITIES

Shareholders Funds
a. Share Capital V 130.60 130.60 130.60 130.60
b. Reserves & Surplus VI 1008.41 990.02 724.62 640.62
c. Preference Shares issues by Subsidiary
114.00 114.00 114.00 114.00
Company
d. Minority Interest 93.45 92.52 51.16 61.58
Share Application Money Pending Allotment - - - -

Non Current Liabilities

a. Long Term Borrowings VII 803.72 818.33 969.86 1,409.26
b. Deferred Tax Liabilities VIII 70.67 56.16
c. Other Long term liabilities IX 69.07 58.81 69.76 74.99
d. Long Term Provisions X 81.45 69.21 54.83 37.36

Current Liabilities
a. Short Term Borrowings XI 1,027.10 964.95 787.25 823.48
b. Trade Payables XII 1,184.18 1,411.79 1,663.78 1,261.52
c. Other Current Liabities XIII 579.76 560.15 568.77 569.06
d. Short Term Provisions XIV 102.70 121.79 83.73 73.77
TOTAL (1+2+3+4) 5194.44 5,332.17 5,289.03 5,252.41
ASSETS
Non Current Assets
a. Fixed Assets
i. Tangible Assets XV 4,110.17 4,100.87 3,949.39 3,874.16
Less: Accumulated Depreciation 1,777.60 1,723.02 1,495.50 1,267.34
ii. Intangible Assets 2.04 2.29 0.96 3.39
iii. Intangible Assets under development - - - -
iv. Capital Work in Progress 31.21 31.28 - 2.71
Net Block XV 2,365.82 2,411.42 2,454.85 2,612.92
b. Deferred Tax Assets (Net) VIII 27.44 34.24 - -
c. Non-current Investments XVI 5.30 5.30 5.25 5.25
d. Long Term Loans & Advances XVII 33.79 32.42 79.07 40.73
e.Other non-current assets XVIII - - - -

Current Assets
a. Inventories XIX 1,001.38 1,040.77 975.06 1,149.63
b. Trade Receivables XX 1,464.64 1,548.54 1,448.85 1,032.31
c. Cash and Cash Equivalents XXI 19.46 19.06 28.33 40.18
d. Short Term Loans & Advances XXII 107.56 102.11 72.24 159.29
e. Other Current Assets XXIII 169.05 138.31 225.38 212.09
TOTAL (5+6) 5194.44 5,332.17 5,289.03 5,252.40

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ANNEXURE – II

CONSOLIDATED STATEMENT OF PROFIT AND LOSS AS RESTATED

(Amt. in Lakhs)
For the Year Ended March 31 st

for the 3
Annexure months period
Sr. No. Particulars 2019 2018 2017
No. ended June
30, 2019
A INCOME
Revenue from Operations XXIV 1,827.05 7,530.53 6,335.07 5,083.48
Other Income XXV 34.26 99.56 254.67 252.82
Total Income (A) 1,861.31 7,630.09 6,589.74 5,336.30

B EXPENDITURE
Cost of materials consumed XXVI 1,351.26 5,623.46 4,710.42 3,812.40
Cost of trading goods XXVII - - - -
Changes in inventories of finished
goods, traded goods and work-in- XXVIII 55.57 (10.38) 174.18 (27.23)
progress
Employee benefit expenses XXIX 173.66 705.21 552.66 475.44
Finance costs XXX 51.54 221.45 268.98 340.64
Depreciation and amortisation
XV 54.84 228.58 230.82 253.20
expense
Other Expenses XXXI 141.54 607.59 542.03 607.71
Total Expenses (B) 1,828.41 7,375.91 6,479.09 5,462.16
C Profit before tax 32.90 254.18 110.65 (125.86)

Tax expense :
(i) Current tax XXXIII 6.78 52.33 22.56 18.93
(ii) Deferred tax VIII 6.80 (104.91) 14.50 31.89
(iii) MAT credit - - - -
E Total Tax Expense 13.58 (52.58) 37.06 50.82

Net profit/(loss) after tax , as

19.32 306.76 73.59 (176.68)
restated,before minority interest

Less: Minority share in (Profit) and

(0.93) (41.36) 10.41 3.57
loss

Net Profit and loss as restated 18.39 265.40 84.00 (173.11)

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ANNEXURE - III
CONSOLIDATED STATEMENT OF CASH FLOW AS RESTATED

(Amt. in Lakhs.)
As at As at
As at June As at March
Particulars March 31, March 31,
30, 2019 31, 2017
2019 2018
Cash flow from operating activities:
Net Profit before tax as per Profit And Loss A/c 32.90 254.18 110.65 (125.86)
Adjusted for: - - - -
Extra-ordinary Items - - - -
Depreciation & Amortisation 54.84 228.58 230.82 253.20
Provision for Gratuity 21.65 20.44 19.39 31.27
Interest & Finance Cost 51.54 221.45 268.98 340.64
Interest income (0.24) (1.97) (1.78) (2.45)
Dividend Income (0.77) (0.83) (0.79) (1.23)
Loss / (Profit) on Sale of Assets - - (64.20) -
Other Non Operating Income (33.25) (96.75) (187.90) (249.15)

Operating Profit Before Working Capital Changes 126.67 625.10 375.17 246.42
Adjusted for (Increase)/ Decrease:
Inventories 39.39 (65.71) 174.57 21.53
Trade Receivables 83.91 (99.69) (416.54) (111.71)
Other Current assets (30.74) 87.07 (13.29) (116.05)
Loans and advances and other assets 5.20 (35.05) 113.15 17.58
Other Non Current Assets - - - -
Trade payables (227.61) (251.99) 402.26 369.47
Other Current Liabilities 19.61 (8.62) (0.29) 107.70
Short Term Provisions (23.09) 34.75 4.40 (1.33)
Other Long Term Liabilities 10.26 (10.95) (5.23) (7.90)
Long Term Provisions (7.00) (5.00) - (15.00)

Cash Generated From Operations Before Extra-Ordinary Items (3.40) 269.91 634.20 510.71
Add:- Extra-Ordinary Items
Cash Generated From Operations (3.40) 269.91 634.20 510.71
Direct Tax Paid (15.84) (44.89) (45.04) (18.93)
Net Cash Flow from/(used in) Operating Activities: (A) (19.24) 225.02 589.16 491.78

Cash Flow From Investing Activities:

Purchase of Fixed Assets (9.30) (185.16) (161.25) (108.64)
Sale of Fixed Assets 0.07 0.00 152.71 1.04
Investments & Deposits 0.00 (0.05) - (66.01)
Long Term Loans and Advances (1.38) 46.65 (38.34) (5.84)
Interest Received 0.24 1.97 1.78 2.45
Dividend Received 0.77 0.83 0.79 1.23
Other Non Operating Income 33.25 96.75 187.90 249.15

Net Cash Flow from/(used in) Investing Activities: (B) 23.65 (39.01) 143.59 73.38

Cash Flow from Financing Activities:

Proceeds From Share Capital - - - 67.00
Proceeds From Share Application Money - - - -

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Securities Premium on Shares Issued - - - 2.00

Proceeds from Long Term borrowings (Net) (14.61) (151.53) (439.40) (107.19)
Proceeds from Short Term borrowings (Net) 62.15 177.70 (36.23) (175.03)
Interest & Financial Charges (51.54) (221.45) (268.97) (340.64)
Net Cash Flow from/(used in) Financing Activities ( C) (4.01) (195.28) (744.60) (553.86)

Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 0.40 (9.27) (11.85) 11.30
Cash & Cash Equivalents As At Beginning of the Year 19.06 28.33 40.18 28.88
Cash & Cash Equivalents As At End of the Year 19.46 19.06 28.33 40.18

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ANNEXURE – IV

SUMMARY STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES & NOTES TO RESTATED CONSOLIDATED

FINANCIAL INFORMATION

COMPANY OVERVIEW

SM Auto Stamping Limited (“the company”) was originally incorporated in name of SM Auto Stamping Private Limited in 2006
under the provisions of the Companies Act, 1956 with the Registrar of Companies, Maharashtra Mumbai. Subsequently, the
Company was converted into a Public Limited Company and consequently the name of our Company was changed from “SM Auto
Stamping Private Limited” to “SM Auto Stamping Limited” vide a fresh Certificate of Incorporation dated December 19, 2019
issued by the Registrar of Companies, Mumbai.The Company specializes in the production of Sheet Metal Pressed components for
Automotive & Engineering Industries.

I. SIGNIFICANT ACCOUNTING POLICIES

A) BASIS OF PREPARATION OF FINANCIAL STATEMENT

The Restated Consolidated Statement of Assets and Liabilities (Annexure I) of the company as at as at June 30, 2019, March 31,
2019, 2018, and 2017 , the Restated Consolidated Statements of Profit and Loss (Annexure II), the Restated Consolidated Cash
Flow Statement (Annexure III) for the three month period ended June 30, 2019 and for the years ended March 31, 2019, 2018, and
2017 (hereinafter collectively referred to as “Restated Consolidated Financial Information”) have been extracted by the management
from the audited interim consolidated financial statements of the group as at and for the three month period ended June 30, 2019 and
audited financial statements of the group for the March 31, 2019, 2018, and 2017, approved by the respective Board of Directors of
the companies.

These financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the
historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards as prescribed under Section 133
of the Companies Act, 2013 (‘the Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act. The
accounting policies adopted in the preparation of financial statements have been consistently applied. All assets and liabilities have
been classified as current or non-current as per the company’s normal operating cycle and other criteria set out in the Schedule III to
the Companies Act, 2013. Based on the nature of operations and time difference between the provision of services and realization of
cash and cash equivalents, the company has ascertained its operating cycle as 12 months for the purpose of current and non-current
classification of assets and liabilities.

B) USE OF ESTIMATES

The preparation of financial statements is in conformity with Indian GAAP requires judgments, estimates and assumptions to be
made that affect the reported amount of assets and liabilities, disclosure of contingent liabilities on the date of the financial
statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and
estimates are recognised in the period in which the results are known / materialized.

C) ACCOUNTING CONVENTION

The group follows the mercantile system of accounting, recognizing income and expenditure on accrual basis. The accounts are
prepared on historical cost basis and as a going concern. Accounting policies not referred to specifically otherwise, are consistent
with the generally accepted accounting principles.

The following significant accounting policies are adopted in the preparation and presentation of these financial statements:

1. Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be
reliably measured.

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Sale of goods

Revenue is recognised when the significant risks and rewards of ownership of the goods have been passed to the buyer. Sales are
disclosed net of sales tax /GST/ VAT, trade discounts and returns, as applicable. Excise duties deducted from turnover (gross) are
the amounts that are included in the amount of turnover (gross) and not the entire amount of liability that arose during the year.

Income from services

Revenue from services is recognised when services have been rendered and there should be no uncertainty regarding consideration
and its ultimate collection.

Interest Income
Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable."

Dividend Income
Dividend Income is recognised on receipt basis.

2. Property, plant & equipment

a) Property, plant and equipment are stated as per Cost Model i.e., at cost less accumulated depreciation and impairment, if any;

b) Costs directly attributable to acquisition are capitalized until the property, plant and equipment are ready for use, as intended by
the management;

c) Subsequent expenditures relating to property, plant and equipment are capitalized only when it is probable that future economic
benefits associated with these will flow to the Company and the cost of the item can be measured reliably. Repairs & maintenance
costs are recognized in the Statement of profit & Loss when incurred;

d) The cost and related accumulated depreciated are eliminated from the financial statements upon sale or retirement of the asset and
the resultant gains or losses are recognized in the Statement of Profit or Loss. Assets to be disposed of are reported at the lower of
the carrying value or the fair value less cost to sell;

e) Depreciation on Tangible Assets in case of holding company is provided in such a manner so that the cost of asset (Net of
realizable value) will be amortized over their estimated remaining useful life on WDV basis as per the useful life prescribed under
Schedule II to the Companies Act 2013 and that of subsidiary is provided on SLM basis.

f) Depreciation methods, useful lives, and residual values are reviewed periodically, including at each financial year end;

3. IMPAIRMENT

The Management periodically assesses, using external and internal sources, whether there is an indication that an asset may be
impaired. An impairment loss is recognized wherever the carrying value of an asset exceeds its recoverable amount. The
recoverable amount is higher of the asset's net selling price and value in use, which means the present value of future cash flows
expected to arise from the continuing use of the asset and its eventual disposal. An impairment loss for an asset is reversed if, and
only if, the reversal can be related objectively to an event occurring after the impairment loss was recognized. The carrying amount
of an asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would
have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in
prior years.

4. INVENTORIES

Inventories are valued after providing for obsolescence, as follows:

a) Raw Materials, Stores & Spare parts and Packing Material-Lower of cost and net realizable value. However, materials and
other items held for use in the production of inventories are not written down below cost if the finished products in which
they will be incorporated are expected to be sold at or above cost. Cost is determined on Weighted Average Cost basis.

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b) Work-in-Progress is valued at raw material cost plus proportionate conversion cost.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and
estimated costs necessary to make the sale, however due to the nature of the company the own manufactured goods are valued at a
Retail Method basis on a consistent basis, however the Trading Goods are valued at the lower of Cost or Net Realisable Value.

5. RETIREMENT BENEFITS & OTHER EMPLOYEE BENEFITS

Defined-contribution plans:

All short term employee benefits are accounted on undiscounted basis during the accounting period based on services rendered by
employees.

The Company's contribution to Provident Fund and Employees State Insurance Scheme is determined based on a fixed percentage
of the eligible employees' salary and charged to the Statement of Profit and Loss on accrual basis.

The Group has made provision for payment of Gratuity to its employees. This Provision is made as per the method prescribed under
the Payment of Gratuity Act. The cost of providing gratuity under this plan is determined on the basis of actuarial valuation at year
end. Under the Gratuity Fund Plan, the holding company contributes to a LIC administered Group Gratuity Fund on behalf of
employees.

6. FOREIGN EXCHANGE TRANSACTIONS

Foreign-currency denominated monetary assets and liabilities if any are translated at exchange rates in effect at the Balance Sheet
date. The gains or losses resulting from the transactions relating to purchase of current assets like Raw Material etc. are included in
the Statement of Profit and Loss. Revenue, expense and cash-flow items denominated in foreign currencies are translated using the
exchange rate in effect on the date of the transaction.

7. CASH FLOW STATEMENT

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non- cash
nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated
with investing or financing cash flows. The cash flows from operating, investing and financing activities are segregated.

8. BORROWING COSTS

Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalized as part of the cost
of that asset till such time the asset is ready for its intended use. A qualifying asset is an asset that necessarily takes a substantial
period of time to get ready for its intended use. Costs incurred in raising funds are amortized equally over the period for which the
funds are acquired. All other borrowing costs are charged to profit and loss account.

9. INCOME TAX

The accounting treatment for the Income Tax in respect of the Company’s income is based on the Accounting Standard on
‘Accounting for Taxes on Income’ (AS-22). The provision made for Income Tax in Accounts comprises both, the current tax and
deferred tax. Provision for Current Tax is made on the assessable Income Tax rate applicable to the relevant assessment year after
considering various deductions available under the Income Tax Act, 1961.

Deferred tax is recognised for all timing differences; being the differences between the taxable income and accounting income that
originate in one period and are capable of reversal in one or more subsequent periods. Such deferred tax is quantified using the tax
rates and laws enacted or substantively enacted as on the Balance Sheet date. The carrying amount of deferred tax asset/liability is
reviewed at each Balance Sheet date and consequential adjustments are carried out.

10. EARNINGS PER SHARE

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Basic earnings per share is computed by dividing the net profit after tax by the weighted average number of equity shares
outstanding during the period. Diluted earnings per share is computed by dividing the profit after tax by the weighted average
number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that
could have been issued upon conversion of all dilutive potential equity shares.

The diluted potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value which is
the average market value of the outstanding shares. Dilutive potential equity shares are deemed converted as of the beginning of the
period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented.

11. PROVISIONS AND CONTINGENT LIABILITIES

A provision is recognized if, as a result of a past event, the Company has a present legal obligation that is reasonably estimable, and
it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by the best
estimate of the likely future outflow of economic benefits required to settle the obligation at the reporting date.
Where no reliable estimate can be made, a disclosure is made as contingent liability. A disclosure for a contingent liability is also
made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources.
Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no
provision or disclosure is made.

12. CASH & CASH EQUIVALENTS

Cash and cash equivalents comprise cash and cash on deposit with banks. The Company considers all highly liquid investments
with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash
to be cash equivalents.

13. SEGMENT REPORTING

Company is operating under a single segment

14. EMPLOYEE BENEFITS

The Company has adopted the Accounting Standard 15 (revised 2005) on Employee Benefits during the restated financials period.
The disclosure as envisaged under the Accounting Standard is provided hereunder:

Details of Gratuity Expenses Jun-19 2018-19 2017-18 2016-17

Profit and loss account for the period
Current service cost 3.62 12.97 10.22 8.52
Interest on obligation 2.36 8.09 6.14 4.10
Expected return on plan assets -0.91 -3.46 -3.10 -2.34
Net actuarial loss/(gain) 16.58 5.48 -5.54 20.56
Recognised Past Service Cost-Vested - - 10.84 0.00
Loss (gain) on curtailments - - 0.81 0.00
Total included in 'Employee Benefit Expense' 21.65 23.08 19.39 30.85
prior year charge - - - 1.08
Total Charge to P&L 21.65 23.08 19.39 30.85
Reconciliation of defined benefit obligation
Opening Defined Benefit Obligation 123.37 106.53 85.30 56.13
Transfer in/(out) obligation - - - -
Current service cost 3.62 12.97 10.22 8.52
Interest cost 2.36 8.09 6.14 4.10
Actuarial loss (gain) 16.56 5.23 -5.70 20.28
Past service cost - - 11.66 0.00
Benefits paid - -9.45 -1.10 -4.81
prior year charge 0.00 0.00 0.00 1.08
Closing Defined Benefit Obligation 145.90 123.37 106.53 85.30

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Table of experience adjustments

Defined Benefit Obligation 145.90 123.37 106.53 85.30
Plan Assets 50.26 42.37 40.98 39.14
Surplus/(Deficit) -95.65 -81.00 -65.55 -46.16
Reconciliation of plan assets
Opening value of plan assets 42.37 40.98 39.14 26.90
Transfer in/(out) plan assets - - - -
Expenses deducted from the fund - - - -
Expected return 0.91 3.46 3.10 2.34
Actuarial gain/(loss) -0.02 -0.25 -0.17 -0.28
Contributions by employer 7.00 7.64 - 15.00
Benefits paid - -9.45 -1.10 -4.81
Closing value of plan assets 50.26 42.37 40.98 39.14
Details of Gratuity Expenses Jun-19 2018-19 2017-18 2016-17
Reconciliation of net defined benefit liability
Net opening provision in books of accounts 81.00 65.55 46.16 29.24
Transfer in/(out) obligation - - - -
Transfer (in)/out plan assets - - - -
Employee Benefit Expense 21.65 23.08 19.39 31.93
Benefits paid by the Company
Contributions to plan assets -7.00 -7.64 - -15.00
Closing provision in books of accounts 95.65 81.00 65.55 46.16
Bifurcation of liability
Current Liability 14.19 11.79 10.72 8.80
Non-Current Liability 81.45 69.21 54.83 37.36
Net Liability 95.65 81.00 65.55 46.16
Principle actuarial assumptions
For SM Auto stamping Pvt Ltd
Discount Rate 7.25% 7.75% 7.70% 7.30%
Expected Return on Plan Assets 7.25% 7.75% 7.70% 7.30%
Salary Escalation Rate 10.00% 10.00% 10.00% 10.00%
5.00% p.a at 5.00% p.a at
5.00% p.a at 5.00% p.a at
younger younger
younger ages younger ages
ages ages
Withdrawal Rates reducing to reducing to
reducing to reducing to
1.00% p.a at 1.00% p.a at
1.00% p.a at 1.00% p.a at
older ages older ages
older ages older ages
For SM Autovision Pvt Ltd
Discount Rate 0.08 0.08 0.08 0.07
Not Not Not Not
Expected Return on Plan Assets Applicable Applicable Applicable Applicable
Salary Escalation Rate 0.10 0.10 0.10 0.10
5.00% p.a at 5.00% p.a at
5.00% p.a at 5.00% p.a at
younger younger
younger ages younger ages
ages ages
Withdrawal Rates reducing to reducing to
reducing to reducing to
1.00% p.a at 1.00% p.a at
1.00% p.a at 1.00% p.a at
older ages older ages
older ages older ages

II. NOTES TO RESTATED SUMMARY STATEMENTS:

The financial statements for the year ended on 31 March 2017, 2018 and 2019 and period ended on 30th June 2019 respectively are
prepared as per Schedule III of the Companies Act, 2013:-

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1. Contingent liabilities and commitments (to the extent not provided for)

A disclosure for a contingent liability is also made in the notes to restated financial restatements (Annexure – XXXVI) when there is
a possible obligation that may, require an outflow of the Company's resources.

2. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006

In the absence of information regarding outstanding dues of Micro or Small Scale Industrial Enterprise(s) as per The Micro, Small
& Medium Enterprise Development Act, the Company has not disclosed the same as required by Schedule III to the Companies Act,
2013.

3. Related party transactions are already reported as per AS-18 of Companies (Accounting Standards) Rules, 2006, as amended, in
the Annexure-XXXIV of the enclosed financial statements.

4. Deferred Tax liability/Asset in view of Accounting Standard – 22: “Accounting for Taxes on Income” as at the end of the year is
as under:

(Rs. in lacs)
For the period
For the Year Ended
Particulars ended
June 30, 2019 2018-19 2017-18 2016-17

DTA/( DTL) on timing

Difference in Depreciation as
per Companies Act and (436.32) (418.53) (332.53) (236.40)
Income Tax Act.
DTA /( DTL) on timing 556.26 541.62 76.02 54.64
Differences in others
Net Deferred Tax 27.44 34.24 (70.67) (56.16)
Asset/(Liability)

5. Directors' Remuneration:
(Rs. in lacs)
For period
Particulars ended 30-06- 2018-19 2017-18 2016-17
2019
Directors' Remuneration 20.40 81.40 48.00 34.50
Total 20.40 81.40 48.00 34.50

5a. Managerial’s Remuneration:-

Detail of payment and provisions on account of remuneration to managerial personnel are as under :-
(Rs. in lacs)
For period 2018-19 2017-18 2016-17
Particulars ended 30-06-
2019
Director Remuneration – Suresh Fegde
10.20 40.70 24.00 17.25
Director Remuneration – Alka Kulkarni
10.20 40.70 24.00 17.25

6. Auditors' Remuneration:

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(Rs. in lacs)
For period For the Year Ended
Particulars ended 30-06- 2018-19 2017-18 2016-17
2019
a. As Auditors
Statutory & Tax Audit Fees * 0.35 4.23 4.25 3.66
Total 0.35 4.23 4.25 3.66

7. Earnings Per Share :

(Amt. Rs. in Lacs, except EPS)
For period For the Year Ended
Particulars ended 30-06- 2018-19 2017-18 2016-17
2019
A. Number of Shares at the beginning
of the year (in lacs) 13.05 13.05 13.05 13.05
Shares issued during the year:
- Allotment (Bonus Issue) 91.42 91.42 91.42 91.42

B. Total Number of equity shares

outstanding at the end of the year (in 104.47 104.47 104.47 104.47
lacs)
C. Weighted average number of equity
shares outstanding during the year (in 104.47 104.47 104.47 104.47
lacs)
D. Net profit after tax available for
equity shareholders (excluding
exceptional and extraordinary items) 15.37 265.40 84.00 -173.11
(as restated)
E. Basic and Diluted earnings per 0.15 2.54 0.80 0
share (Rs.) (D/C)

8. Figures have been rearranged and regrouped wherever practicable and considered necessary.

9. The management has confirmed that adequate provisions have been made for all the known and determined liabilities and the
same is not in excess of the amounts reasonably required to be provided for.

10. The balances of trade payables, trade receivables, loans and advances are unsecured and considered as good are subject to
confirmations of respective parties concerned.

11. Realizations

In the opinion of the Board and to the best of its knowledge and belief, the value on realization of current assets and loans and
advances are approximately of the same value as stated.

12. Contractual liabilities

All other contractual liabilities connected with business operations of the Company have been appropriately provided for.
13. Amounts in the financial statements

Amounts in the financial statements are rounded off to nearest lacs. Figures in brackets indicate negative values.

14. Impact of Audit Qualifications/Observations in Statutory Auditor’s Report on Consolidated Financial Statements

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The Audited Consolidated Financial Statements of the group includes certain qualifications in the Audit Reports on the consolidated
financial statements of the group which are mentioned here below:-

Auditor’s Observations which required adjustment in restated financial statements

 For the financial year ended March 31, 2018, and March 31, 2019 we have drawn attention on the notes in consolidated
financial statements in the Audit Report, which are reproduced hereunder:-

“Note 14 to the consolidated financial statements which state that, during the year company has changed accounting policy for
valuation of inventory. The amount of duties and taxes is also included in the purchase cost of closing Inventory to comply with
Income Computation and Disclosure Standards as prescribed under Income Tax law.”

For details in respect of adjustment made in restated consolidated financial statements, please refer to Note 16 Material
Adjustments.

Auditor’s Observations which do not require any corrective adjustments:

 For the financial year ended March 31, 2017, we have made an observation in the Audit Report, which is reproduced
hereunder:-

“The records of inventory maintained by the group are not proper and sufficient to verify the stock declared by the group.
Consequently, we were unable to determine whether any adjustment to stock amount was necessary”

Further attention drawn on the notes in consolidated financial statements in the Audit Report which isreproduced hereunder:-

“Note 8 & 16 to the financial statements which state that Trade Payables’ and Trade Receivable balances are subject to
confirmation.”

 For the financial year ended March 31, 2018, and June 30, 2019 we have drawn attention on the notes in consolidated
financial statements in the Audit Report, which are reproduced hereunder:-

(c) “Note 8 & 15 to the consolidated financial statements which state that Trade Payables’ and Trade Receivable balances are
subject to confirmation.”
(d) “Note 8 to the consolidated financial statement also state that the company has not classified its creditors as Micro, Small and
Medium Enterprises as required under Micro, Small and Medium Enterprises Development Act 2006. Information required to
be reported under the Act could not therefore be compiled for verification by Auditor. ‘

15. Material Adjustments

Appropriate adjustments have been made in the restated financial statements, whenever required, by reclassification of the
corresponding items of assets, liabilities and cash flow statement, in order to ensure consistency and compliance with requirement of
Schedule VI and Accounting Standards.

Statement of Adjustments in the financial statements:

(Rs. in lacs)
For period
Adjustments for ended 30-06-2019 2018-19 2017-18 2016-17

Net profit/(Loss) after Tax as per

(166.93) 280.24 225.43 (156.37)
Audited Profit & Loss Account
Adjustments for: - - - -
Prior period expenses adjusted
51.75 - - -
(Preliminary)
Provision for gratuity - (11.06) (13.84) (26.57)
Change in depreciation - (4.21) 2.75 1.18

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Deferred Tax Liability / Asset

(9.55) 15.75 (2.48) 5.08
Adjustment
Cost of materials consumed 42.47 9.96 32.51
Changes in inventories of finished
goods, traded goods and work-in- 103.17 5.41 (108.58)
progress
Finance costs 1.73
Other Expenses 3.46 24.69
Increase/ (Decrease) in Income - - (24.69) -
Taxes adjusted in Current period (6.78) 5.91 27.51 -
Net Profit/ (Loss) After Tax as
19.32 306.76 73.59 (176.68)
Restated

1.The provision for gratuity has been done in all years covered for restatement as per Actuarial Valuation Reports and provided in
the respective year in which such liability has arisen as per AS 15: Employee Benefits

2. The depreciation charged by the company has been restated to the extent of changes in depreciation due to changes in the
estimate in useful life of an assets as prescribed in schedule II of Companies Act, 2013.

3. Due to changes in depreciation and gratuity provision the deferred tax component on the same has also undergone change.

4. The company has policy to include the amount of duties and taxes in the purchase cost of closing Inventory to comply with
Income Computation and Disclosure Standards as prescribed under Income Tax law. Further, to comply with accounting standards
the amount of duties and taxes has been reduced from inventories.

5. Change in income was on account of overestimation subsidy receivable.

6.The profit before tax has changed due to restatement of above items. Correspondingly the provision for Current Tax has been
restated.

7.Changes in income tax provision has resulted in changes in income tax expenses debited to profit and loss in next year
corresponding to the previous year.

The reconciliation of Equity and Reserves as per audited results and the Equity and Reserves as per Restated Accounts is presented
below:-

A. Equity Share Capital

(Rs. In Lakhs)
Particulars 30-June-19 31-Mar-19 31-Mar-18 31-Mar-17
Paid Up Equity Share Capital (Audited) 130.59 130.59 130.59 130.59
Changes During Restatement - - - -
Paid Up Equity Share Capital (Restated) 130.59 130.59 130.59 130.59

a) Surplus in Profit and Loss account

For period
Adjustments for ended 30-06-
2019 2018-19 2017-18 2016-17

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Net profit/(Loss) after Tax as per Audited Profit &

(167.38) 280.24 225.43 (156.37)
Loss Account
Adjustments for: - - - -
Prior period expenses adjusted (Preliminary) 51.75 - - -
Provision for gratuity - (11.06) (13.84) (26.57)
Change in depreciation - (4.21) 2.75 1.18
Deferred Tax Liability / Asset Adjustment (14.05) 15.75 (2.48) 5.08
(Increase)/ Decrease in expenses 150.83 20.14 (141.09) -
Increase/ (Decrease) in Income - - (24.69) -
Taxes adjusted in Current period (4.96) 5.91 27.51 -
Net Profit/ (Loss) After Tax as Restated 16.20 306.76 73.59 (176.68)

NOTES ON ADJUSTMENTS

1. Adjustment of Deferred Tax Provision

Adjustment of deferred tax provision [being deferred tax (asset) / liability] is on account of some restated temporary differences
being gratuity, restated closing WDVs as per books and as per income tax act.

2. Adjustment of IT Provision & MAT Credit entitlement

Adjustment of IT Provision is on account of restated taxable income arrived at after giving effect of above mentioned material
adjustments and as per normal rules of income tax provision.

II. CHANGES IN ACCOUNTING POLICIES IN THE PERIODS/YEARS COVERED IN THE RESTATED

FINANCIALS

During the year, the Company has changed the accounting policy for recognizing the cost of inventories to align with accounting
policy prescribed in AS -2 Valuation of inventories. However, till FY 2018-19 the Company had policy to include the amount of
duties and taxes in the purchase cost of closing Inventory to comply with Income Computation and Disclosure Standards as
prescribed under Income Tax law.

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ANNEXURE - V
DETAILS OF SHARE CAPITAL AS RESTATED
(Amt. in Lakhs.)
As at June 30, As at March As at March As at March
Particulars
2019 31, 2019 31, 2018 31, 2017
Equity Share Capital
Authorised Share capital
Equity Share of Rs. 10/- each 165.00 135.00 135.00 135.00

165.00 135.00 135.00 135.00

Issued, Subscribed & Fully Paid Up Share Capital

Equity Share of Rs. 10/- each 130.60 130.60 130.60 130.60

TOTAL 130.60 130.60 130.60 130.60

Reconciliation of number of shares outstanding at the end of year (in lakhs)

As at June 30, As at March As at March As at March

Particulars
2019 31, 2019 31, 2018 31, 2017
Equity shares at the beginning of the year 13.06 13.06 13.06 13.06
Add: Shares Allotted during the year - - -
Add:Bonus Shares issued during the year - - -
Equity Shares at the end of the year 13.06 13.06 13.06 13.06

Details of shareholders holding more than 5% of the aggregate shares in the company

As at 31st March, As at 31st March, As at 31st March,

Name of Shareholder As at 30th June, 2019
2019 2018 2017
No. of No. of No. of No. of
Percentage Percentage Percentage Percentage
Shares Shares Shares Shares
(in Lakhs) (in Lakhs) (in Lakhs) (in Lakhs)
Alka MukundKulkarni 861,938 8.62 66.00% 8.62 66.00% 8.62 66.00% 8.62
Suresh GunvantFegde 444,029 4.44 44.00% 4.44 44.00% 4.44 44.00% 4.44

ANNEXURE - VI
DETAILS OF RESERVES AND SURPLUS AS RESTATED

(Amt. in Lakhs.)
Particulars As at June 30, As at March As at March As at March
2019 31, 2019 31, 2018 31, 2017
a)Surplus (Profit & Loss Account)

Balance at the beginning of the year/period 990.02 724.62 640.62 822.89

Share of minority interest in Pre-acquisition profit - - - (11.16)
Add: Securities Premium received by Subsidiary - - - 2.00
Company
Add:- During the period 18.39 265.40 84.00 (173.11)
Balance at the end of the Year 1008.41 990.02 724.62 640.62

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ANNEXURE - VII
DETAILS OF LONG TERM BORROWINGS AS RESTATED
(Amt. in Lakhs)
As at June 30, As at March As at March As at March
Particulars
2019 31, 2019 31, 2018 31, 2017
Secured Loans :
1) TJSB Sahakari Bank Ltd. Term Loan 142.41 189.10 313.70 487.59
2) Samarth Sahakari Bank Term Loan 0.00 0.00 0.00 51.85
3) Kotak Mahindra Prime Ltd 2.11 2.86 5.62 9.07
4) SIDBI 391.11 362.14 415.30 552.61

Unsecured Loans :

1) From Banks 0.00 0.00 0.00

i) HDFC Bank Loan 0.18 5.65 20.06 32.70
ii) ICICI Bank Loan 0.00 0.00 3.83 14.85

2) From Shareholders 31.00 31.00 51.00 56.30

3) From Directors and Relatives of Directors 151.90 142.58 85.35 128.65

Deposits from shareholders 85.00 85.00 75.00 75.64

TOTAL 803.72 818.33 969.86 1409.26

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NATURE OF SECURITY AND TERMS OF REPAYMENT FOR LONG TERM BORROWINGS

Loan sanction Nature of Security Rate of Interest Terms of Repayment Amount of loan
Amount (in as on 30.06.2019
lakhs) (in lakhs)
SIDBI Term Loan
SIDBI -D00014A4 100 Mortgage of all movable assets 8.21% Repayable within 60 monthly
under the solar project, Mortgage of installments including moratoriun of 6
Plot No C-13, MIDC Ambad months starting from April 2019 ( first
Nashik together with all building 53 instalments of Rs 1.85 lakh each and 78.50
and structures thereon and plant and last instalments of rs. 1.95 lakh each)
machinery attached to earth &
personal guarantee of directors
SIDBI - D0000IT8 900 (Secured by hypothecation of all 13% ( for 900 Repayable within 72 months including
the movable fixed assets , mortgage Lakh ) and moratoriun of 12 months starting from
of Land & Building of company 13.50% ( for 175 April 2014
118.50
and individual properties of lakh )
directors and Personal Guarantee of
Directors.)
SIDBI -D0000YWK 143 (Secured by hypothecation of all 12.40% Repayable within 84 months including
the movable fixed assets , mortgage moratoriun of 6 months starting from
of Land & Building of company April 2017 ( first 20 instalments of Rs 1
and individual properties of lakh each, next 20 instalments of Rs. 104.18
directors and Personal Guarantee of 1.45 lakh each , Next 20 Instalments Rs.
Directors.) 20 lakh each and last 18 instalments of rs.
3 lakh each)
SIDBI - D0000WVQ 20 (Secured by hypothecation of all 12.40% Repayable within 84 months including
the movable fixed assets , mortgage moratoriun of 6 months starting from
of Land & Building of company April 2017 ( first 20 instalments of Rs
12.14
and individual properties of 0.20 lakh each, next 28 instalments of
directors and Personal Guarantee of Rs. 0.25 lakh each and last 30
Directors.) instalments of Rs. 0.30 lakh each)
SIDBI - D00014O6 100 (Secured by hypothecation of all 10.90% Repayable within 60 months including
the movable fixed assets , mortgage moratorium of 6 months starting from
of Land & Building of company June 2019
77.80
and individual properties of
directors and Personal Guarantee of
Directors.)
TJSB Sahakari Bank Ltd. Term Loan 0.00
TJSB Sahakari Bank 50 Hypothecation of Stock and Book 10.75% Repayable within 69 monthly
2.57
Ltd. Property Loan - Debts, Plant and Machinery, 25% in (Floating) installments including 9 months
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SM Auto Stamping Limited

289 FDR, Equitable mortgage of Plot moratoriumof Rs. 1,14,406 starting from
No. B-198, MIDC Malegaon February 2015 and From May 2019 the
Sinnar, Plot No. J-41, MIDC, instalment amount changed to 1,58,000.
Ambad, Plot No. C-13, MIDC,
Ambad, Nashik
TJSB Sahakari Bank 200 Land & Building at C-13 & J-41, 12% Repayable within 60 monthly
Ltd.WCTL - 75 Ambad and Land & Building at (Floating) installments of Rs. 4,44,889 starting
25.29
Plot No. B-198, MIDC Malegaon from April 2016
Sinnar,
TJSB Sahakari Bank 300 Hypothecation of Stock and Book 12% Repayable within 60 monthly
Ltd. WCTL - 78 Debts (Floating) installments of Rs. 6,67,333 starting 114.56
from April 2017
TJSB Sahakari Bank 300 Hypothecation of Stock and Book 14.75% Repayable within 63 monthly
Ltd. WCTL - 186 Debts ,Supplementary mortgage of installments of Rs. 7,09,767 starting
-
Land & Building at C-13 & J-41 , from December 2013
MIDC Ambad
Samartha Sahakari 63 Land &building at H -15 14% Repayable within 108 monthly
Bank installments starting from November -
2014
Kotak Mahindra Prime Ltd
Car Loan 13 Hypothecation of Cars 9.50% Repayable within 60 monthly
installments of Rs.12,770 and Rs.14,115 2.11
starting from March 2016
Unsecured Term Loans
Loan from HDFC Bank N.A. 15.00% Repayable within 48 monthly
installments of Rs. 1,39,154 starting 0.18
from April 2016
Loan from ICICI Bank N.A. 15.50% Repayable within 36 monthly
-
installments starting from July 2016
Loans from Directors of a subsidiary
Loan from Mukund Kulkarni Nil 12.00% There are no defined terms of repayment 68.26
Loans from Relatives of Directors of Holding Company
Loan from Aditya Kulkarni Nil 12.00% There are no defined terms of repayment 71.00
Loan from Ajinkya Kulkarni Nil 12.00% There are no defined terms of repayment 12.64
Loan from relatives of Directors of Subsidiary Company
Loan from Suresh Fegde Nil 12.00% There are no defined terms of repayment 0.00
Unsecured Loans from Shareholders
M/s B.S.Steels Nil There are no defined terms of repayment 31.00
Deposits from shareholders Nil
Dipali Mahajan Nil 12.00% There are no defined terms of repayment 20.00
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Lata Patil Nil 12.00% There are no defined terms of repayment 20.00
Ulhas Mahajan Nil 12.00% There are no defined terms of repayment 20.00
Girishankar Patil Nil 12.00% There are no defined terms of repayment 25.00

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ANNEXURE VIII
DEFERRED TAX LIABILITIES (NET) AND DEFERRED TAX ASSETS AS RESTATED
(Amt. in Lakhs.)
Particulars 30-06-19 2018-19 2017-18 2016-17
Opening Balance 123.09 (256.51) (181.77) -

Closing Balance
On Depreciation (436.32) (418.53) (332.53) (236.40)
On Gratuity 95.65 81.00 65.55 46.16
Bonus Payable 12.38 12.38 10.47 8.41
MLWF Contribution - - - 0.05
VAT Payable - - - 0.01
PF Employer Contribution 0.13 0.13 - -
Carried Forward Loss 448.11 448.11 - -
Closing Balance (Total) 119.94 123.09 (256.51) (181.77)
DTA/(DTL) created during the year 27.44 34.24 (70.67) (56.17)

ANNEXURE IX
OTHER LONG TERM LIABILITIES AS RESTATED
(Amt. in Lakhs.)
As at June 30, As at March 31, As at March 31, As at March 31,
Particulars
2019 2019 2018 2017
(a) Creditors for Fixed Assets 69.07 58.81 69.76 74.99

(b) Security Deposits From Dealers - - - -

Total 69.07 58.81 69.76 74.99

ANNEXURE - X
DETAILS OF LONG TERM PROVISIONS AS RESTATED
(Amt. in Lakhs)
Particulars As at June 30, As at March 31, As at March 31, As at March 31,
2019 2019 2018 2017
Others
Provision for Group Gratuity Fund 81.45 69.21 54.83 37.36
Provision for Warranty - - - -

TOTAL 81.45 69.21 54.83 37.36

ANNEXURE - XI
DETAILS OF SHORT TERM BORROWINGS AS RESTATED
(Amt. in Lakhs.)
As at June As at March As at March As at March
Particulars
30, 2019 31, 2019 31, 2018 31, 2017
Secured
CC From TJSB Bank 729.38 649.67 659.88 673.25
CC from IDBI Bank 297.72 315.28 124.10 149.37
ODD from TJSB Bank 0.00 0.00 0.85 0.86
Loans and advances from relatives of Directors - - 2.42 -

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TOTAL 1027.10 964.95 787.25 823.48

NATURE OF SECURITY AND TERMS OF REPAYMENT FOR SHORT TERM BORROWINGS

Secured Cash Credit Nature of Security Rate of Terms of

Interest Repayment

TJSB Sahakari Bank Ltd C.C. - 136 (Secured by stock and book 11.50% ( Repayable on
debts, mortgage of land and floating) Demand
building , plant and
machinery ,furniture and
fixtures and personal
IDBI C.C A/c - 143 11.65% Repayable on
guarantee of directors)
Demand

ANNEXURE XII
TRADE PAYABLES AS RESTATED
(Amt. in Lakhs.)
As at March As at March As at March 31,
Particulars As at June 30, 2019
31, 2019 31, 2018 2017
Micro,small and Medium Enterprises - - - -
Others 1,184.18 1,411.79 1,663.78 1,261.52

TOTAL 1,184.18 1,411.79 1,663.78 1,261.52

i) Company has called for declaration from the suppliers regarding their registration under MSMED Act, 2006. However no
information has yet been received from the suppliers regarding their registration under MSMED Act, 2006. In absence of
relevant documents all trade payables are classified as other than MSME Trade Payables.
ii) Trade Payables' balances are subject to confirmation, reconciliation and consequential adjustments.

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ANNEXURE – XIII
DETAILS OF OTHER CURRENT LIABILITIES AS RESTATED
(Amt. in Lakhs)
Particulars As at June 30, As at March 31, As at March 31, As at March 31,
2019 2019 2018 2017

Current Maturities of Secured Long Term 379.99 351.83 369.58 405.04

Loans
Current Maturities of Unsecured Long 17.42 18.50 23.66 20.34
Term Loans
Interest Payable on Unsecured Loans 3.28 4.74 4.63 3.21
Advances Received 76.00 66.03 85.65 44.19
Statutory Liabilities
Corporation Tax Payable - - - 0.05
ESIC - Employees Contribution 0.37 0.26 0.24 0.28
Provident Fund - Employees Contribution 1.77 1.57 1.36 1.34
MLWF Employees Contribution Payable 0.02 0.01 0.02 0.01
Excise Duty Payable - - - 24.45
LBT Payable - - - 4.42
Profession Tax Payable 0.36 0.31 0.28 0.31
Service Tax on GTA Payable - - - 0.17
Service Tax Payable - - - 0.69
TCS Payable 0.50 0.79 0.76 0.39
TDS Payable 2.83 4.52 1.68 2.35
VAT Payable - - - 47.73
Goods and Services tax Payable 79.08 91.56 63.45 -
Others
Credit card Expenses Payable - 0.24 0.43 0.27
Education Fund 0.05 0.20 0.20 0.29
Electricity Charges Payable 15.16 16.49 13.26 10.63
Liability towards Employees' deductions 2.62 2.53 2.46 1.62
R.B.S Enterprises Realisation A/c - - 0.15 0.15
Reimbursement of Expenses Payable- - - 0.85 0.85
Machhindra Bodke
Telephone Exp. Payable 0.00 0.00 0.00 0.05
Water Charges Payable 0.20 0.42 0.11 0.23
Interest payable on loan from Suresh Fegde - 0.09 - -
Other Payables 0.11 0.07 - -

TOTAL 579.76 560.15 568.77 569.06

ANNEXURE - XIV
DETAILS OF SHORT TERM PROVISIONS AS RESTATED
(Amt. in Lakhs.)
As at June 30, As at March 31, As at March 31, As at March 31,
Particulars
2019 2019 2018 2017
Provision for Employee Benefits
Salary & Wages Payable 30.99 28.94 23.25 21.73
Bonus Payable 12.38 12.38 10.47 8.40
Leave encashment payable 0.04 12.54 - -
Director's Remuneration Payable 12.24 19.84 10.47 10.34
Provident Fund - Employers Contribution 1.97 1.82 1.42 1.39

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Provident Fund - PF Admin Charges 0.09 0.08 0.07 0.10

ESIC - Employers Contribution 0.76 0.69 0.66 0.85
M.L.W.F. Employers Contribution Payable 0.06 0.02 0.05 0.04
Group Gratuity Fund Current Obligation 14.19 11.79 10.72 8.80
Others
Statutory Audit Fees Payable 1.66 1.33 1.00 0.95
Tax Audit Fees Payable 1.00 1.00 0.80 0.75
VAT Audit Fees Payable - - 0.60 0.75
IT Consultancy Charges Payable 0.53 0.50 0.40 0.35
ROC Consultancy Fees Payable 0.40 0.40 0.40 0.40
Income Tax Payable 26.40 24.82 22.56 18.93
Interest on CC Account Payable - 5.64 0.86 -
TOTAL 102.70 121.79 83.73 73.77

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ANNEXURE XV
FIXED ASSETS AS RESTATED
Depreciation as per Companies Act, 2013
(Amt. in Lakhs)
Gross Block Depreciation Net Block
01-04- Sale/ 30-06- 01-04- 01.04.19 to Written 31-03-
Particulars Rate of Dep. Addition Reserves 30-06-2019 30-06-2019
2019 Transfer 2019 2019 30.06.2019 Back 2019
Tangible Assets
Factory Building
9.50% 1,008.99 - - 1,008.99 357.23 8.50 - - 365.73 643.27 651.77
& Premises
Electrical
25.89% 108.15 - - 108.15 61.67 1.83 - - 63.50 44.64 46.48
Installation
Furniture 25.89% 52.57 0.45 - 53.03 43.94 0.47 - - 44.40 8.62 8.63
Dies 18.10% 387.37 - - 387.37 240.02 5.65 - - 245.67 141.70 147.34
Plant & Machinery 18.10% 2,463.02 8.37 - 2,471.39 957.73 36.43 - - 994.15 1,477.23 1,505.29
Office Equipments 45.07 12.70 0.19 - 12.88 8.81 0.48 - - 9.29 3.59 3.89
Motor Vehicles
25.89% 47.74 - - 47.74 38.24 0.60 - - 38.84 8.90 9.50
and Cars
Computer &
63.16 20.33 0.23 - 20.56 15.38 0.62 - - 16.01 4.55 4.95
Peripherals
Sub Total 4,100.87 9.24 - 4,110.17 1,723.02 54.58 - - 1,777.60 2,332.51 2,377.85
Intangible Assets
Software & Web
63.16 14.32 - - 14.32 12.03 0.26 - - 12.29 2.04 2.29
Site
- - - - - - - - - - -
Capital - WIP - - - - - - - - - - -
Plant & Machinery 31.28 - 0.07 31.21 - - - - - 31.28 31.28
Sub Total 45.60 - 0.07 45.53 12.03 0.26 - - 12.29 33.31 33.57
Grand total 4,146.46 9.24 0.07 4155.70 1,735.05 54.84 - - 1,789.88 2,365.82 2,411.42

Previous Year 3,961.54 185.16 - 4,146.69 1,506.46 228.53 - - 1,734.99 2,411.71 2,455.07

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(Amt. in Lakhs)
Gross Block Depreciation Net Block
Deletion As at
As at Additions during As at As at Depreciation Depreciation Adjustment As at As at March
Particulars Rate of Dep.
April 1, during the March April 1, charge for Reversed on to Opening March 31, March 31, 31,
2018 the Year Year 31, 2019 2018 the year Sale Balance 2019 2019 2018
Tangible Assets
Factory Building
9.50% 1007.18 1.81 - 1008.99 321.00 36.23 0.00 0.00 357.23 651.77 686.18
& Premises
Electrical
25.89% 108.15 0.00 - 108.15 53.91 7.76 - - 61.67 46.48 54.24
Installation
Furniture 25.89% 52.30 0.28 - 52.57 41.63 2.31 - - 43.94 8.63 10.67
Dies 18.10% 375.10 12.27 - 387.37 213.99 26.03 - - 240.02 147.34 161.11
Plant &
18.10% 2334.30 128.72 - 2463.02 809.38 148.34 - - 957.73 1505.29 1524.92
Machinery
Office
45.07% 8.70 3.99 - 12.70 6.79 2.02 - - 8.81 3.89 1.92
Equipments
Motor Vehicles
25.89% 47.74 0.00 - 47.74 35.01 3.23 - - 38.24 9.50 12.72
and Cars
Computer &
63.16% 15.92 4.41 - 20.33 13.79 1.59 - - 15.38 4.95 2.13
Peripherals
Sub-Total 3949.38 151.49 0.00 4100.87 1495.50 227.52 0.00 0.00 1723.02 2377.85 2453.88
Intangible Assets
Software & Web
63.16% 11.92 2.40 - 14.32 10.96 1.06 - - 12.03 2.29 0.96
Site
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sub-Total 11.92 2.40 0.00 14.32 10.96 1.06 0.00 0.00 12.03 2.29 0.96
Capital WIP
Plant &
Machinery - 0.00 31.28 0.00 31.28 0.00 0.00 0.00 0.00 0.00 31.28 0.00
WIP

Sub-Total 0.00 31.28 0.00 31.28 0.00 0.00 0.00 0.00 0.00 31.28 0.00
Total 3961.31 185.16 0.00 4146.46 1506.46 228.58 0.00 0.00 1735.05 2411.42 2454.84
Previous Year 3888.79 161.25 88.73 3961.31 1275.87 230.82 0.23 0.00 1506.46 2454.84 2612.92

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(Amt. in Lakhs)
Gross Block Depreciation Net Block
Deletion As at
As at Additions during As at As at Depreciation Depreciation Adjustment As at As at March
Particulars Rate of Dep.
April 1, during the March April 1, charge for Reversed on to Opening March 31, March 31, 31,
2017 the Year Year 31, 2018 2017 the year Sale Balance 2018 2018 2017
Tangible Assets
Factory Building
9.50% 1025.11 68.10 86.03 1007.18 282.49 38.74 0.23 0.00 321.00 686.18 742.62
& Premises
Electrical
25.89% 108.15 0.00 0.00 108.15 45.57 8.34 - 0.00 53.91 54.24 62.58
Installation
Furniture 25.89% 51.68 0.62 0.00 52.30 38.82 2.81 0.00 0.00 41.63 10.67 12.86
Dies 18.10% 341.71 33.39 0.00 375.10 188.51 25.48 - - 213.99 161.11 153.21
Plant &
18.10% 2276.37 57.93 0.00 2334.30 663.26 146.12 - - 809.38 1524.92 1613.10
Machinery
Office
45.07% 8.02 0.68 0.00 8.70 6.13 0.65 - - 6.79 1.92 1.89
Equipments
Motor Vehicles
25.89% 47.74 0.00 0.00 47.74 30.66 4.36 - - 35.01 12.72 17.08
and Cars
Computer &
63.16% 15.38 0.53 0.00 15.92 11.90 1.89 - - 13.79 2.13 3.48
Peripherals
Sub-Total 3874.16 161.25 86.03 3949.39 1267.34 228.39 0.23 0.00 1495.50 2453.88 2606.82
Intangible Assets
Software &
63.16% 11.92 0.00 - 11.92 8.53 2.43 10.96 0.96 3.39
Web Site
Sub-Total 11.92 0.00 0.00 11.92 8.53 2.43 0.00 0.00 10.96 0.96 3.39
Capital WIP
Construction -
2.70 0.00 2.70 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2.70
WIP
Sub-Total 2.70 0.00 2.70 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2.70
Total 3888.79 161.25 88.73 3961.31 1275.87 230.82 0.23 0.00 1506.46 2454.84 2612.92
Previous Year 3781.20 108.64 1.04 3888.79 1022.67 253.20 0.00 0.00 1275.87 2612.92 2758.53

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(Amt. in Lakhs)
Gross Block Depreciation Net Block
Deletion As at
As at Additions during As at As at Depreciation Depreciation Adjustment As at As at March
Particulars Rate of Dep.
April 1, during the March April 1, charge for Reversed on to Opening March 31, March 31, 31,
2016 the Year Year 31, 2017 2016 the year Sale Balance 2017 2017 2016
Tangible Assets
Factory Building
9.50% 1025.11 0.00 0.00 1025.11 241.70 40.79 0.00 0.00 282.49 742.62 783.42
& Premises
Electrical
25.89% 108.15 0.00 0.00 108.15 35.92 9.65 0.00 0.00 45.57 62.58 72.23
Installation
Furniture 25.89% 51.63 0.05 0.00 51.68 34.76 4.06 - - 38.82 12.86 16.87
Dies 18.10% 290.91 50.80 0.00 341.71 154.63 33.88 - - 188.51 153.21 136.28
Plant &
18.10% 2222.76 54.65 1.04 2276.37 509.23 154.03 - - 663.26 1613.10 1713.53
Machinery
Office
45.07% 7.63 0.40 0.00 8.02 5.47 0.66 - - 6.13 1.89 2.16
Equipments
Motor Vehicles
25.89% 47.74 0.00 0.00 47.74 24.68 5.98 - - 30.66 17.08 23.06
and Cars
Computer &
63.16% 13.79 1.59 0.00 15.38 10.14 1.77 0.00 0.00 11.90 3.48 3.66
Peripherals
Sub-Total 3767.72 107.49 1.04 3874.16 1016.52 250.82 0.00 0.00 1267.34 2606.82 2751.20
Intangible Assets - - - - - - - - - - -
Software &
63.16% 10.77 1.15 0.00 11.92 6.15 2.38 0.00 0.00 8.53 3.39 4.62
Web Site
Sub-Total 10.77 1.15 0.00 11.92 6.15 2.38 0.00 0.00 8.53 3.39 4.62
Capital WIP
Construction -
2.70 0.00 0.00 2.70 0.00 0.00 0.00 0.00 0.00 2.70 2.70
WIP
Sub-Total 2.70 0.00 0.00 2.70 0.00 0.00 0.00 0.00 0.00 2.70 2.70
Total 3781.20 108.64 1.04 3888.79 1022.67 253.20 0.00 0.00 1275.87 2612.92 2758.53
Previous Year 3143.57 1734.76 1097.13 3781.20 817.80 204.87 0.00 0.00 1022.67 2758.53 2325.77

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ANNEXURE XVI
NON - CURRENT INVESTMENTS AS RESTATED
(Amt in Lakhs)
Particulars As at June As at March 31, As at March 31, As at March 31,
30, 2019 2019 2018 2017
Unquoted
Investments in Equity Instruments 5.30 5.30 5.25 5.25
Investment in Preference Shares - - - -
Total 5.30 5.30 5.25 5.25

No of Shares
Equity Shares in TJSB Sahakari Bank 10,000 10,000 10,000 10,000
Equity Shares in Samarth Sahakari Bank 1,213 1,213 1,013 1,013

ANNEXURE – XVII
DETAILS OF LONG TERM LOANS & ADVANCES AS RESTATED
(Amt. in Lakhs.)
As at June As at March 31, As at March 31, As at March 31,
Particulars
30, 2019 2019 2018 2017
Loans and advances to related parties

Security Deposits
Unsecured considered good
MIDC Water Deposit 0.55 0.55 0.43 0.43
MSEDCL Deposit 14.89 13.52 14.43 14.17
Telephone Deposit 0.09 0.09 0.07 0.07
Others 1.06 1.06 1.06 1.16
- - - -
Advance to Suppliers for Fixed Assets 17.20 17.20 63.08 24.91

TOTAL 33.79 32.41 79.07 40.73

ANNEXURE – XVIII
DETAILS OF OTHER NON-CURRENT ASSETS AS RESTATED
(Amt. in Lakhs.)
As at March 31, As at March 31, As at March 31,
Particulars As at June 30, 2019
2019 2018 2017

- - - -

TOTAL - - - -

ANNEXURE - XIX
DETAILS OF INVENTORIES AS RESTATED
(Amt. in Lakhs.)
As at March 31, As at March 31, As at March 31,
Particulars As at June 30, 2019
2019 2018 2017
Raw materials 252.15 235.96 180.64 181.02
Work-in-progress 749.23 763.01 794.42 966.76
Finished goods - 41.79 - 1.85

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TOTAL 1,001.38 1,040.77 975.06 1,149.63

ANNEXURE - XX
DETAILS OF TRADE RECEIVABLES AS RESTATED
(Amt. in Lakhs.)
As at June 30, As at March 31, As at March 31, As at March 31,
Particulars
2019 2019 2018 2017
Unsecured, considered good
Outstanding for more than 6 Months 11.11 21.82 24.67 27.78
Others 1,453.53 1,526.73 1,424.18 1,004.54
TOTAL 1,464.63 1,548.54 1,448.85 1,032.31

ANNEXURE XXI
CASH AND CASH EQUIVALENTS AS RESTATED
(Amt. in Lakhs.)
As at June 30, As at March 31, As at March 31, As at March 31,
Particulars
2019 2019 2018 2017
Cash and Cash Equivalents
Cash on hand 3.47 2.31 3.59 11.83
Balances with Banks
Balance in Current Accounts 5.03 6.03 4.59 1.22
Margin Money for Guarantee - - 7.63 15.43
Bank Deposits with more than 12 months
10.96 10.72 12.52 11.71
maturity

Total 19.46 19.06 28.33 40.18

ANNEXURE - XXII
DETAILS OF SHORT TERM LOANS & ADVANCES
(Amt. in Lakhs.)
As at June 30, As at March As at March As at March
Particulars
2019 31, 2019 31, 2018 31, 2017
(a) Loans and advances to related parties
Advance to Suresh Fegde - - - 4.82
(b) Others unsecured advances considered good
Advance Tax 10.00 5.00 10.00 10.00
Income Tax refund A.Y. 2015-16 - - 2.57 2.57
Income Tax refund A.Y. 2016-17 0.48 0.48 0.48 -
Income Tax refund A.Y. 2017-18 - - 0.58 -
Income Tax refund A.Y. 2018-19 0.25 0.25 - -
VAT refund 9.19 9.19 14.49 23.39
Cenvat Credit Receivable - - - 88.77
Excise P.L.A. - - - 11.44
Service Tax Credit Receivable - - - 3.19
T.D.S. Receivable 40.26 34.61 35.04 9.99
T.D.S. Receivable from Kotak Mahindra 0.07 0.07 - -
T.D.S. Receivable from directors 4.27 - - -
Interest Receivable 0.51 0.51 - -

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Employee Advances 2.99 2.99 4.81 5.12

GST Credit Receivable 38.93 48.67 4.06 -
GST Cash Ledger Balance 0.61 0.34 0.21 -

TOTAL 107.56 102.11 72.24 159.29

ANNEXURE - XXIII
DETAILS OF OTHER CURRENT ASSETS AS RESTATED
(Amt. in Lakhs)
As at June 30, As at March 31, As at March 31, As at March
Particulars
2019 2019 2018 31, 2017
Advances to Suppliers 39.20 40.35 88.17 97.68
Advance Tata Capital Ltd - - - 0.26
MVAT Deposit 0.25 0.25 0.25 0.25
Interest Receivable 0.38 0.38 0.37 0.58
Prepaid Expenses 1.43 1.43 1.49 1.31
Subsidy Receivable 127.79 95.90 135.10 112.01
TOTAL 169.05 138.31 225.38 212.09

ANNEXURE - XXIV
DETAILS OF REVENUE FROM OPERATIONS AS RESTATED
(Amt. in Lakhs.)
for the 3
months Year Ended Year Ended Year Ended
Sr. No Particulars
period ended 31.03.2019 31.03.2018 31.03.2017
June 30, 2019
Revenue from operations
1 Sale of Product
- Finished Goods 1,658.71 6,664.45 5,926.72 5,367.19
- Traded Goods - - - -
2 Sale Of Service 9.64 53.23 55.45 90.08
3 Other Operating Revenues
4 Sale of scrap 158.70 812.85 537.41 253.38

Revenue From Operations (Gross) 1,827.05 7,530.53 6,519.58 5,710.65

Less:Excise Duty - - 184.52 627.17

Revenue From operations (Net) 1,827.05 7,530.53 6,335.07 5,083.48

ANNEXURE XXV
DETAILS OF OTHER INCOME AS RESTATED
(Amt in Lakhs)
for the 3
months Year Ended Year Ended Year Ended
Particulars Nature
period ended 31.03.2019 31.03.2018 31.03.2017
June 30, 2019
Recurring and
Interest Income 0.24 1.97 1.78 2.44 not related to
business activity.

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SM Auto Stamping Limited

Recurring and not

Dividend Received 0.76 0.83 0.79 1.23 related to business
activity.
Non recurring and not
Profit on Sale Of Asset - - 64.20 - related to business
activity
Non recurring and
Miscellaneous Receipts 1.37 8.92 8.14 7.31 not related to
business activity.
Package Scheme of Incentives - Recurring and related to
31.89 86.37 179.18 241.84
Subsidy business activity.
Recurring and related to
Foreign Exchange Gain - 1.47 0.58 -
business activity.
Total Other income 34.26 99.56 254.67 252.82

ANNEXURE XXVI
COST OF MATERIALS CONSUMED AS RESTATED
(Amt in Lakhs)
for the 3
months
Sr. Year Ended Year Ended Year Ended
Particulars period ended
No 31.03.2019 31.03.2018 31.03.2017
June 30,
2019

1 Inventory At the Beginning of the Year 235.96 180.64 181.02 229.78

2 Add: Purchases 1,341.86 5,581.18 4,633.70 3,688.46
3 Add:- Consumables 25.59 97.60 76.33 75.18

4 Less: Inventory at the End of the Year 252.15 235.96 180.64 181.02

Cost of Raw Materials Consumed 1,351.26 5,623.46 4,710.42 3,812.40

ANNEXURE XXVII
COST OF TRADING GOODS AS RESTATED
(Amt in Lakhs)
for the 3 months
Year Ended Year Ended Year Ended
Particulars period ended June
31.03.2019 31.03.2018 31.03.2017
30, 2019

Opening Sock - - - -
Add: Purchases - - - -
Less: Closing Stock - - - -

Cost of trading goods - - - -

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ANNEXURE XXVIII
CHANGES IN INVENTORIES AS RESTATED
(Amt in Lakhs)
for the 3 months
Year Ended Year Ended Year Ended
Particulars period ended
31.03.2019 31.03.2018 31.03.2017
June 30, 2019
Opening stock:
Finished Goods 41.79 - 1.85 11.37
WIP 763.01 794.43 966.76 930.01
Less: Closing Stock
Finished Goods - 41.80 - 1.85
WIP 749.23 763.01 794.43 966.76

TOTAL 55.57 (10.38) 174.18 (27.23)

ANNEXURE XXIX
EMPLOYEE BENEFIT EXPENSES AS RESTATED
(Amt in Lakhs)
for the 3 months
Year Ended Year Ended Year Ended
Particulars period ended
31.03.2019 31.03.2018 31.03.2017
June 30, 2019
Wages 66.89 292.77 249.84 217.60
Salary 40.69 147.04 129.70 109.61
Contribution to Provident Fund 5.01 19.88 18.46 16.38
Provident Fund Administration Charges 0.26 1.04 1.02 1.19
Contribution to ESIC 1.95 8.11 8.91 4.59
Maharashtra Labour welfare Fund 0.02 0.44 0.13 0.27
Gratuity 21.65 20.45 19.39 31.27
Employee Welfare Expenses 4.63 28.83 25.04 22.39
Directors' Remuneration 32.43 121.73 76.80 55.94
Bonus - 50.88 23.37 16.19
Leave Encashment Expenses 0.14 14.04 - -

Total 173.66 705.21 552.66 475.44

ANNEXURE XXX
FINANCE COSTS AS RESTATED
(Amt in Lakhs)
for the 3 months
Year Ended Year Ended Year Ended
Particulars period ended June
31.03.2019 31.03.2018 31.03.2017
30, 2019
Bank Interest Expenses 41.41 174.99 219.39 262.75
Other Interest Expenses 9.80 35.05 42.69 65.27
Other Borrowing Costs 0.33 9.52 6.39 9.69
Interest On Excise Duty - - 0.46 1.35
Interest on ESIC - - - 0.05
Interest on MLWF 0.01 - - 0.00
Interest on Income Tax - 0.79 - 1.33
Interest on Profession Tax 0.02 -
Interest on TDS - 0.08 0.01 0.10

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SM Auto Stamping Limited

Interest on GST/Sales Tax - 0.48 0.01 0.10

Interest on Custom Duty - 0.55 - -
Foreign Exchange Loss - - - -

Total 51.54 221.45 268.98 340.64

ANNEXURE XXXI
OTHER EXPENSES AS RESTATED
(Amt in Lakhs)
for the 3 months
Year Ended Year Ended Year Ended
Particulars period ended
31.03.2019 31.03.2018 31.03.2017
June 30, 2019
Manufacturing Expenses
Cutting Charges - 0.72 0.79 1.99
Freight Charges 0.52 3.27 1.63 1.22
Heat treatment - - - 0.24
Labour Charges Paid 18.88 110.48 78.78 82.91
Local Body Tax Expenses - - 9.62 41.51
Loading & Unloading Charges 0.69 5.10 2.89 4.26
Material testing Charges 0.30 1.87 0.61 2.01
Packing Expenses 2.98 9.30 6.71 11.45
Plating Charges 6.97 27.70 25.96 24.43
Tool Manufacturing Charges - - 1.61 18.12

Adminisrative & Selling Expenses

Electricity Expenses 37.30 172.11 139.54 137.85
Professional and Legal Expenses 12.68 50.84 25.39 21.85
Insurance 1.06 4.88 5.32 4.90
Rates & Taxes 6.90 1.91 2.19 2.05
Bad debts - 0.58 5.84 10.71
Repairs and Maintenance 24.35 105.96 115.15 112.15
Transportation 11.73 49.10 39.22 32.94
Miscellaneous Expenses 16.82 59.54 76.52 93.45
Payment to Auditors
as Auditor 0.36 2.63 2.40 2.45
for Taxation Matters - 1.17 1.60 1.14
for Other Matters - 0.44 0.25 0.08
Total 141.54 607.59 542.03 607.71

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SM Auto Stamping Limited

ANNEXURE XXXII
CONSOLIDATED CAPITALIZATION STATEMENT
(Amt. in Rs.)
Particulars Pre Issue Post Issue
Borrowings
Short term debt (A) 1027.10 1027.10
Long Term Debt (B) 803.72 803.72
Total debts (C) 1830.82 1830.82

Shareholders’ funds

Equity share capital 130.60 *

Reserve and surplus - as restated 1008.41 *

Total shareholders’ funds 1139.01 *

Long term debt / shareholders funds 0.71 *

Total debt / shareholders funds 1.61 *
* The corresponding post issue figures are not determinable at this stage pending the completion of public issue and hence have not
been furnished.

Notes:

1. Short term Debts represent which are expected to be paid/payable within 12 months and excludes installment of term
loans repayable within 12 months.
2. Long term Debts represent debts other than Short term Debts as defined above but includes installment of term loans
repayable within 12 months grouped under other current liabilities.
3. The figures disclosed above are based on restated consolidated statement of Assets and Liabilities of the Company as
at 30.06.19.
ANNEXURE XXXIII
STATEMENTS OF TAX SHELTERS
(Amt. in Lakhs)
Particulars for the 3 months Year Ended Year Ended Year Ended
period ended June 31.03.2019 31.03.2018 31.03.2017
30, 2019

Profit before tax as per books (A) 32.91 254.18 110.65 -125.86
Tax Rate (%) 22.88% 27.82% 27.55% 30.90%
Tax at notional rate on profits 7.53 70.71 30.48 0.00
Adjustments :
Permanent Differences(B)
Expenses Disallowed under Income Tax Act,
0.00 1.94 0.00 1.33
1961

Total Permanent Differences(B) 0.00 1.94 0.00 1.33

Income considered separately (C) 0.00 0.00 -64.20 0.00

Total Income considered separately (C) 0.00 0.00 0.00 0.00

Timing Differences (D)
Difference between tax depreciation and book -17.92 -85.94 -97.20 -111.47

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SM Auto Stamping Limited

depreciation
Difference due to expenses allowable/
14.65 17.49 21.38 17.56
disallowable u/s 35D/ 40A(7) / 43B
Total Timing Differences (D) -3.28 -68.45 -75.81 -93.90
Net Adjustments E = (B+C+D) -3.28 -66.50 -75.81 -92.58
Tax expense / (saving) thereon
Income from Other Sources
Interest on Fixed Deposits 0.00 0.00 0.00 0.00
Income from Other Sources (F) 0.00 0.00 0.00 0.00
Taxable Income/(Loss) (A+E+F) 29.63 187.67 34.84 -218.44
Taxable Income/(Loss) as per MAT 32.90 254.18 110.65 -125.86
Tax as per MAT 4.96 52.33 22.56 0.00
Tax as per Normal Calculations 6.78 52.21 9.60 0.00
MAT Credit Utilized 0.00 0.00 0.00 0.00
Income Tax as returned/computed 0.00 60.65 55.47 18.93
Tax paid as per normal or MAT NORMAL NORMAL NORMAL NORMAL

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SM Auto Stamping Limited

ANNEXURE XXXIV

DETAILS OF RELATED PARTY TRANSACTIONS

Names of the related parties with whom transactions were carried out during the years and description of relationship:
Sr. No. Name of the Person / Entity Relation
1 Suresh Fegde Director in Holding Company
2 Alka Kulkarni Director in Holding Company
3 Mukund Kulkarni Director in Subsidiary Company
4 Jayant Fegde Director in Subsidiary Company
5 Aditya Kulkarni Son of Mukund Kulkarni and Alka Kulkarni
6 Ajinkya Kulkarni Son of Mukund Kulkarni and Alka Kulkarni

Amount
Amount Amount Amount
Outstand
Outstand Outstand Outstand
Amou Amou ing Amou Amou
ing ing ing
nt of Transact nt of as on nt of nt of
Nature of as on Transact Transact as on Transact as on
Particular in ion in 31.03.19 in in
Transacti 30.06.19 ion ion 31.03.18 ion 31.03.17
s April Jun-19 2018- (Payable) 2017- 2016-
on (Payable) (Payable) (Payable)
19 to 19 / 18 17
/ / /
Receivab
Receivab Receivab Receivab
le
le le le
Debit credit Debit credit Debit credit Debit credit
(A )Key
Manageria
l
Personnel
Manageria
l
Remunera
tion
Suresh Remunera 10.20 0.00 0.00 40.70 0.00 0.00 24.00 0.00 0.00 17.25 0.00 0.00
Fegde tion
Alka Remunera 10.20 0.00 0.00 40.70 0.00 0.00 24.00 0.00 0.00 17.25 0.00 0.00
Kulkarni tion
Mukund Remunera 10.20 0.00 0.00 39.10 0.00 0.00 24.00 0.00 0.00 17.25 0.00 0.00
Kulkarni tion
Jayant Remunera 1.83 0.00 0.00 7.23 0.00 0.00 4.79 0.00 0.00 4.19 0.00 0.00
Fegde tion
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SM Auto Stamping Limited

Others
Alka Unsecured 0.00 0.00 0.00 0.00 0.00 2.68 0.31 0.00 2.67 0.50 -2.36
Kulkarni Loan
Interest on
Alka
Unsecured 0.00 0.00 -3.28 0.00 0.00 -3.28 0.07 0.00 -3.28 0.81 0.58 3.21
Kulkarni
Loan
Mukund
Unsecured
Kulkarni: 0.00 0.00 0.00 2.42 0.00 0.00 0.00 2.42 -2.42 4.69 4.12 0.00
Loan
Holding
Mukund
Unsecured
Kulkarni: 1.32 2.01 -68.26 12.73 46.78 -67.57 51.52 10.59 -33.51 30.35 10.74 -74.44
Loan
Subsidiary
Mukund Interest on
Kulkarni: Unsecured 2.01 0.00 -0.69 5.78 0.00 0.00 6.59 0.00 0.00 10.74 0.00 0.00
Subsidiary Loan
Suresh
Unsecured
Fegde 0.93 0.09 0.00 0.00 0.00 -0.84 0.00 0.00 -0.84 0.00 0.00 -0.84
Loan
:Subsidairy
Suresh Interest on
Fegde Unsecured 0.09 0.00 0.00 0.10 0.01 -0.09 0.00 0.00 0.00 0.00 0.00 0.00
:Subsidairy Loan
Suresh
Advance
Fegde 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4.82 0.00 5.46 0.64 4.82
given
:Holding
(B )Other
Related
Party
Transactio
ns
Relatives
of
Directors
Aditya Unsecured 2.83 2.83 -71.00 6.71 26.71 -71.00 5.61 5.61 -51.00 9.12 9.12 -51.00
Kulkarni Loan
Ajinkya Unsecured 10.00 6.83 0.00 6.83 10.00 -3.17 0.00 0.00 0.00 0.00 0.00
Kulkarni Loan
Ajinkya
Unsecured
Kulkarni - 7.18 19.83 -12.64 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Loan
HUF
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SM Auto Stamping Limited

Interest on
Aditya
Unsecured 2.83 0.00 0.00 6.71 0.00 0.00 5.61 0.00 0.00 9.12 0.00 0.00
Kulkarni
Loan

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SM Auto Stamping Limited

ANNEXURE XXXV

DETAILS OF SIGNIFICANT ACCOUNTING RATIOS

(Amt in Lakhs)
for the 3
months period Year Ended Year Ended Year Ended
Ratios
ended June 30, 31.03.2019 31.03.2018 31.03.2017
2019

Restated PAT as per P& L Account 18.39 265.40 84.00 -173.11

- - -
Weighted Average Number of Equity Shares at the end of the
104.48 104.48 104.48 104.48
Year
- - - -
Number of Equity Shares outstanding at the end of the year /
13.06 13.06 13.06 13.06
period
- - - -
Net Worth 1,139.01 1,120.62 855.22 771.22

EBITDA 91.45 657.24 318.72 164.33

Earnings Per Share

Basic & Diluted 0.18 2.54 0.80 (1.66)
Return on Net Worth (%) 1.62% 23.68% 9.82% -22.45%
Net Asset Value Per Share (Rs) 87.22 85.81 65.48 59.05
Nominal Value per Equity share (Rs.) 10.00 10.00 10.00 10.00

Footnote

1. Ratios have been calculated as below

Basic and Diluted Earnings Per Share (EPS)
(Rs.) Restated Profit after Tax available to equity Shareholders
Weighted Average Number of Equity Shares at the end
of the year / period
Return on Net Worth (%) Restated Profit after Tax available to equity Shareholders
Restated Net Worth of Equity Shareholders
Net Asset Value per equity share (Rs.) Restated Net Worth of Equity Shareholders
Number of Equity Shares outstanding at the end of the year /
period
Adjusted EPS Restated Profit after Tax available to equity Shareholders
Weighted Average No. of Equity Shares including bonus shares

2.EBITDA has been calculated as Profit before tax + Depreciation + Interest Expenses - Other Income

3.The Company has allotted 91,41,853 bonus equity shares on September 19, 2019 in ratio of 7:1 to its shareholders.
Thus, the total 1,04,47,832 equity shares has been considered while deriving EPS of the Company

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SM Auto Stamping Limited

ANNEXURE XXXVI

DETAILS OF CONTINGENT LIABILITIES AS RESTATED

(Amt in Lakhs)
Particulars 30.06.19 2018-19 2017-18 2016-17
Bank Guarantee - - - 49.93
Letter of Credits - - - -

Total - - - 49.93

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SM Auto Stamping Limited

OTHER FINANCIAL INFORMATION

The audited financial statements of our Company as at and for the period/year ended June 30, 2019, March 31, 2019, March 31,
2018, and March 31, 2017 and their respective Audit reports thereon (Audited Financial Statements) are available at
http://www.smautostamping.com

Our Company is providing a link to this website solely to comply with the requirements specified in the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2018. The Audited Financial
Statements do not constitute, (i) a part of this Draft Prospectus; or (ii) prospectus, a statement in lieu of a prospectus, an
advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any securities under the Companies
Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2018, or
any other applicable law in India or elsewhere in the world. The Audited Financial Statements should not be considered as
part of information that any investor should consider subscribing for or purchase any securities of our Company and
should not be relied upon or used as a basis for any investment decision. Neither our Company, nor LM, nor any of their
respective employees, directors, affiliates, agents or representatives accept any liability whatsoever for any loss, direct or
indirect, arising from any information presented or contained in the Audited Financial Statements, or the opinions expressed
therein.

2.The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations are given
below:-

For the period

For the year ended March 31,
Particulars ended June 30,
2019 2019 2018 2017
Basic & Diluted Earnings per Share based on Weighted
Average Number of Shares (including effect of bonus 0.18 2.54 0.80 (1.66)
shares issued on September 19, 2019)
Return on Net Worth (%) 1.62% 23.68% 9.82% -22.45%
Net Asset Value Per Share (Rs) (based on actual number 87.22 85.81 65.48 59.05
of shares)
Earnings before interest, tax, depreciation and
91.45 657.24 318.72 164.33
amortization (EBITDA)

1. The ratios for the three months ended on June, 2019 are not annualized.

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SM Auto Stamping Limited

PROFORMA FINANCIAL STATEMENTS

Independent Auditors’ Report on the Compilation of Pro Forma Financial Information Included in Draft
Prospectus/Prospectus in Connection with the Initial Public Offer of SM Auto Stamping Ltd.

The Board of Directors,

SM Auto Stamping Limited
J – 41, Ambad MIDC,
Nashik 422010.

Dear Sirs,

We have completed our assurance engagement to report on the compilation of pro forma financial information of SM Auto
Stamping Ltd. (“Company”) The pro forma financial information consists of the pro forma balance sheet as at June 30, 2019 and
March 31, 2019, the pro forma statement of profit and loss for the period ended June 30, 2019 and year ended March 31, 2019read
with notes thereto. The pro forma financial information has been prepared by the management of the company in accordance with
the requirements of paragraph 11 of item (II)(B)(iii) of Schedule VI of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018, as amended to date (the “SEBI Regulations”) issued by the Securities and
Exchange Board of India (the “SEBI”).

The pro forma financial information has been compiled by management of the company to illustrate the impact of the divestment
made in SM Autovision Private Limitedon November 27, 2019 as further set out in the basis of preparation paragraph included in
the attached notes to the pro forma financial information on the company’s financial position as at June 30, 2019 and March 31,
2019 and the company’s financial performance for the period ended June 30, 2019 and year ended March 31, 2019 as if the
divestment had taken place onMarch 31, 2018.

We have examined the financial information. For our examination, we have placed reliance on the following:

a) the restated audited Consolidated financial statement of the Company as at June 30, 2019 on which we have expressed an
unmodified opinion in our reports dated December 26, 2019;
b) the restated audited standalone financial statement of the Company as at June 30, 2019 on which we have expressed an
unmodified opinion in our reports dated December 26, 2019;
c) the audited standalone financial statement of SM Autovision Pvt Ltd as at June 30, 2019 on which we have expressed an
unmodified opinion in our reports dated December 26, 2019;
d) the audited Consolidated financial statement of the Company as at March 31, 2019 on which we have expressed an unmodified
opinion in our reports dated September 13, 2019;
e) the audited standalone financial statement of the Company as at March 31, 2019 on which we have expressed an unmodified
opinion in our reports dated September 13, 2019; and
f) the audited standalone financial statement of SM Autovision Pvt Ltd as at March 31, 2019 on which we have expressed an
unmodified opinion in our reports dated August 29, 2019(the “audited financial statements”).

Managements’ Responsibility for the Pro Forma Financial Information

Management of the company is responsible for compiling the pro forma financial information on the basis of the audited
consolidated and standalone financial statements of SM Auto Stamping Ltd and audited standalone financial statements SM
Autovision Pvt Ltd as at June 30, 2019 and March 31, 2019. This responsibility includes the responsibility for designing,
implementing and maintaining internal control relevant for compiling the pro forma financial information on the basis of audited
financial statements that is free from material misstatement, whether due to fraud or error. The management is also responsible for
identifying and ensuring that the Company complies with the laws and regulations applicable to its activities, including compliance
with the provisions of the laws and regulations for the compilation of Pro Forma Financial Information.

Practitioner’s Responsibilities

Our responsibility is to express an opinion, as required by SEBI regulation, about whether the pro forma financial information has
been compiled, in all material respects, by the management of the company on the basis of the audited financial statements.

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SM Auto Stamping Limited

We conducted our engagement in accordance with Standard on Assurance Engagements (SAE) 3420, Assurance Engagements to
Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the Institute of Chartered
Accountants of India. This Standard requires that the practitioner comply with ethical requirements and plan and perform
procedures to obtain reasonable assurance about whether the management of the company has compiled, in all material respects, the
pro forma financial information on the basis of theaudited financial statements.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial
information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an
audit or review of the financial information used in compiling the pro forma financial information.

The purpose of pro forma financial information included in a Draft Prospectus/Prospectus is solely to illustrate the impact of a
divestment made in SM Autovision Private Limited from 75.46% to 48% on November 27, 2019, on account of which SM
Autovision Private Limited ceased to be the Subsidiary Company of SM Auto Stamping Limited and became its Associate
Company, on unadjusted financial information of the entity as if the divestment had occurred or the transaction had been undertaken
on March 31, 2018. Accordingly, we do not provide any assurance that the actual outcome of the divestment at November 27, 2019
would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material
respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the
management of the company in the compilation of the pro forma financial information provide a reasonable basis for presenting the
significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

 The related pro forma adjustments give appropriate effect to those criteria; and
 The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the practitioner’s judgment, having regard to the practitioner’s understanding of the nature of the
company, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant
engagement circumstances.

The engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion
In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the audited financial
statements.

Restrictions on Use

This report is addressed to and is provided to enable the Board of Directors of the Company to include this report in the Offer
Documents prepared in connection with the proposed initial public offer of the Company, to be filed by the Company with the
SEBI, stock exchanges and the concerned Registrar of Companies.

for Milind M Kulkarni & Associates

Chartered Accountants
Firm Registration No.: 126975W

Sd/-

Atul Deshpande
Partner
Membership No.: 118218
UDIN:19118218AAAALO9596
Date: December 28, 2019
Place: Nasik

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SM Auto Stamping Limited

Notes to the Pro forma Condensed Standalone Financial Information as of, and for the year ended, June 30, 2019 and
March 31, 2019

Background
On November 27, 2019, SM Auto Stamping Ltd (the “company”) has reduced its equity stake in SM Autovision Private
Limited(“Autovision”) from 75.46% to 48% through transfer of 6,04,100 shares to its Directors.The unaudited pro forma financial
information of the company gives the effect to divestment of Autovision from the company. The cash consideration receivable from
directors of Autovision amounting to Rs. 60.41 Lakh will enhance the cash flow of the company.

Basis of Preparation
The pro forma standalone financial information of the company comprising the pro forma balance sheet as at June 30, 2019 and
March 31, 2019, the pro forma statement of profit and loss for the period ended June 30, 2019 and year ended March 31, 2019, read
with the notes to the pro forma financial information, has been prepared as per the request of the management of the company
pursuant to requirements of SEBI ICDR Regulations to reflect the divestment of equity of Autovision in the Draft Prospectus/
Prospectus (collectively ‘Offer Documents’). Because of their nature, the pro forma financial information addresses a hypothetical
situation and, therefore, do not represent company’sactual standalone financial position or results. They purport to indicate the
results of operations that would have resulted had the divestment been completed at the beginning of the period presented and the
standalone financial position had the divestment been completed as at the respective period or year end, but are not intended to be
indicative of expected results or operations in the future periods or the future financial position of the company. The pro forma
adjustments are based upon available information and assumptions that the management of the company believes to be reasonable.
In addition, the rules and regulations related to the preparation of pro forma financial information in other jurisdictions may also
vary significantly from the basis of preparation as set out in paragraphs below to prepare these pro forma financial statements.

As explained in the following paragraphs, the unaudited proforma balance sheet as at June 30, 2019 and March 31, 2019 has been
prepared to reflect the divestment by the company of Autovision as on November 27, 2019. The unaudited pro forma statements of
income for the period ended June 30, 2019 and year ended March 31, 2019present the standalone financial statements of the
company for the aforesaid period as if divestment had taken place on March 31, 2018.

The unaudited pro forma condensed standalone financial information is based on:
a) the restated audited Consolidated financial statement of the Company as at June 30, 2019 on which we have expressed an
unmodified opinion in our reports dated December 26, 2019;
b) the restated audited standalone financial statement of the Company as at June 30, 2019 on which we have expressed an
unmodified opinion in our reports dated December 26, 2019;
c) the audited standalone financial statement of SM Autovision Pvt Ltd as at June 30, 2019 on which we have expressed an
unmodified opinion in our reports dated December 26, 2019;
d) the audited Consolidated financial statement of the Company as at March 31, 2019 on which we have expressed an unmodified
opinion in our reports dated September 13, 2019;
e) the audited standalone financial statement of the Company as at March 31, 2019 on which we have expressed an unmodified
opinion in our reports dated September 13, 2019; and
f) the audited standalone financial statement of SM Autovision Pvt Ltd as at March 31, 2019 on which we have expressed an
unmodified opinion in our reports dated August 29, 2019 (the “audited financial statements”).

The unaudited pro-forma financial information does not include any adjustment for liabilities or related costs that may result from
divestment activities, nor do they reflect any adjustments for potential down flow in the company’s operations and activities.

Pro forma adjustments

The following adjustments have been made to present the unaudited pro forma condensed consolidated financial information:

1. Adjustments to historical audited financial statements to reflect the post divestment structure of the company:
The audited consolidated financial statements of the company have been presented as per Indian GAAP. The following
adjustments have been made to the historical audited consolidated financial statements (as mentioned above) to present the
impact of selling of shares by the company of Autovision on standalone financial statement of the company.

2. The audited standalone financial statements of the company are prepared in accordance with the generally accepted accounting
principles in India under the historical cost convention on accrual basis. Pursuant to section 133 of the Companies Act, 2013

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read with Rule 7 of the Companies (Accounts) Rules, 2014, till the Standards of Accounting or any addendum thereto are
prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the
existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply. Consequently these financial
statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211(3C)
[Companies (Accounting Standards) Rules, 2006, as amended] and the other relevant provisions of the Companies Act, 2013.
No further adjustments under Indian GAAP have been made to present pro forma financial information.

3. Divestment related adjustments:

a) For the purpose of presenting pro forma financial information as explained above we have assumed that the divestment has
been taken place as at April 01, 2018. The audited consolidated financial statement as at June 30, 2019 and March 31, 2019
have been considered as base financial statement. These consolidated financial statements have been prepared as per the
principles of AS 21 – “Consolidated Financial Statements”. The company has sold 26.45 % shares to the directors of
Autovision. Thereby holding of the company in Autovison is reduced to 48%. Hence the pro forma standalone financial
statement has been presented considering principals of AS – 23 Accounting for Investments in Associates.

b) The pro forma adjustment column of the pro forma financial information shows the line by line deduction of items of
financial statement of Autovision.

c) While presenting pro forma financial information investment in Autovision is reduced from investment and the proceeds
received from directors’ of Autovision has been shown as receivable from them. Further as per the principals of AS – 23
Accounting for Investments in Associates investment in Autovision has been adjusted as follows.

Calculation of Goodwill / Capital reserve (in Rs.)

Particulars 30.06.2019 31.03.2019
A Investment In SM Autovision Pvt Ltd 1,05,60,000 1,05,60,000

B Net asset of SM Autovision Pvt Ltd

Equity shares capital 2,20,00,000 2,20,00,000
Share premium 2,28,00,000 2,28,00,000
Balance of loss as on 31/03/2018 (2,34,27,519) (2,34,27,519)
Net asset 2,13,72,481 2,13,72,481
48% of Net Asset 1,02,58,791 1,02,58,791

Goodwill (A-B) 3,01,209 3,01,209

Carrying amount of Investment

(in Rs.)
Particulars 30.06.2019 31.03.2019
A Investment In SM Autovision Pvt Ltd 1,05,60,000 1,05,60,000
Less: Goodwill 3,01,209 3,01,209
Initial recording cost of Investment 1,02,58,791 1,02,58,791

Add 48% of profit

of FY 2018-19 54,93,352 54,93,352
of Stub period ending 30.06.2019 1,81,783 -
56,75,135 54,93,352

Carrying amount of Investment 1,59,33,926 1,57,52,143

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RESTATED PROFORMA BALANCE SHEET

(Rs. in lakhs)
As At June 30th 2019 As At March 31st 2019
Standalone
Standalone with
Particulars Proforma with Proforma
Consolidated Consolidated Associate
Adjustments Associate Adjustments
adjustments
adjustments
I Equity and Liabilities
Shareholders' Funds
Share Capital 130.60 - 130.60 130.60 (0.00) 130.60
Reserves & Surplus 1,008.41 (61.47) 946.94 990.02 (59.00) 931.02
Preference Shares issues by Subsidiary Company 114.00 (114.00) - 114.00 (114.00) -
Minority Interest 93.45 (93.46) - 92.52 (92.52) -
Non-Current Liabilities - - - - - -
Long-term Borrowings 803.72 (380.86) 422.86 818.33 (352.68) 465.65
Other Long term Liabilities 69.07 (54.59) 14.48 58.81 (55.15) 3.66
Deferred Tax Liabilities (net) (27.44) 19.36 (8.08) (34.24) 27.85 (6.39)
Long-term provisions 81.45 (9.04) 72.41 69.21 (7.44) 61.77
Current Liabilities - - - - - -
Short-term Borrowings 1,027.10 (297.72) 729.38 964.95 (315.28) 649.67
Trade Payables 1,184.18 (304.52) 879.66 1,411.79 (325.01) 1,086.78
Other Current Liabilities 579.76 (276.36) 303.40 560.15 (250.72) 309.43
Short-term Provisions 102.70 13.76 116.46 121.79 8.17 129.96
Total 5,167.00 (1,558.89) 3,608.11 5,297.93 (1,535.79) 3,762.14
II Assets
Non-Current Assets
Fixed Assets
- Tangible 2,332.57 (1,518.25) 814.33 2,377.85 (1,540.94) 836.91
- Intangible 2.04 (0.57) 1.47 2.29 (0.59) 1.71
- Capital WIP 31.21 (31.21) 31.28 (31.21) 0.07
Non-current Investments 5.30 305.29 310.59 5.30 303.47 308.77
Long term Loans and Advances 33.79 336.61 370.40 32.41 401.30 433.71
Current Assets - - - - - -
Inventories 1,001.38 (251.20) 750.18 1,040.77 (256.06) 784.70
Trade Receivables 1,464.64 (495.87) 968.76 1,548.54 (552.34) 996.20
Cash and Cash Equivalents 19.46 (9.45) 10.00 19.06 (8.01) 11.05
Short-term Loans and Advances 107.56 51.56 159.12 102.11 34.36 136.47
Other Current Assets 169.05 54.21 223.26 138.31 114.23 252.54
Total 5,167.00 (1,558.89) 3,608.11 5,297.93 (1,535.79) 3,762.14
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RESTATED PROFORMA STATEMENT OF PROFIT & LOSS

(Rs. in lakhs)
As At June 30th 2019 As At March 31st 2019
Standalone
Standalone with
Particulars Proforma with Proforma
Consolidated Consolidated Associate
Adjustments Associate Adjustments
adjustments
adjustments
Revenues
Net Revenues from operations 1,827.05 (491.80) 1,335.25 7,530.53 (1,717.10) 5,813.44
Other income 34.26 (16.92) 17.34 99.56 (24.00) 75.56
Total Revenues 1,861.31 (508.72) 1,352.59 7,630.09 (1,741.09) 5,889.00
Expenses: - - -
Cost of Materials Consumed 1,351.26 (364.04) 987.21 5,623.46 (1,206.94) 4,416.52
Changes in Inventories 55.57 (11.14) 44.43 (10.38) (55.54) (65.92)
Employee Benefit Expenses 173.66 (40.03) 133.63 705.21 (162.29) 542.92
Finance Costs 51.54 (20.03) 31.51 221.45 (85.45) 136.00
Depreciation and Amortization Expenses 54.84 (26.60) 28.24 228.58 (104.70) 123.88
Other Expenses 141.54 (30.07) 111.46 607.59 (116.08) 491.50
Total Expenses 1,828.41 (491.92) 1,336.49 7,375.91 (1,731.01) 5,644.91

Profit before tax 32.90 (16.80) 16.10 254.18 (10.08) 244.09

Tax expenses
Current Tax 6.78 (3.09) 3.68 52.33 15.19 67.51
Deferred Tax Expenses / (Surplus) 6.80 (8.49) (1.69) (104.91) 104.36 (0.55)
Profit/(Loss) for the period 19.32 (5.22) 14.11 306.76 (129.63) 177.13

Add: Share of profit of Associates - - - - -

of FY 2018-19 - - - - 54.93 54.93
of Stub period ending 30.06.2019 - 1.82 1.82 - - -
- 1.82 1.82 - ` 43.83
Profit after adding share of profit of associates 19.32 (3.40) 15.93 306.76 (85.81) 220.95

On November 27, 2019, SM Auto Stamping Ltd has reduced its stake in SM Autovision Pvt Ltd from 75.46% to 48.00% due to which it ceased to be its
Subsidiary Company. Above Proforma Summary statements have been made on the assumption that the stake has been reduced on 31st march 2018.

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STATEMENT OF FINANCIAL INDEBTEDNESS

To,

The Board of Directors,

SM Auto Stamping Limited
J-41, MIDC, Ambad Nashik-422010,
Maharashtra, India

Dear Sirs,

Based on the independent examination of Books of Accounts, Audited Financial Statements, Re-stated consolidated Financial Statements and other documents of
SM Auto Stamping Limitedand further explanations and information provided by the management of the Company, which we believe to be true and correct to the
best of our information and belief, the sanction amount of financial indebtedness, principal terms of security for loan and other related details as on 30th June,
2019are mentioned below.

A. SECURED LOANS

STATEMENT OF PRINCIPAL TERMS OF SECURED LOANS AND ASSETS CHARGED AS SECURITY

(Rs. in Lacs)
Outstandin
g amount
Sanctione
as on
Name of Purpos Loan/ Agreement A/c d Amount Moratoriu
Rate of interest Primary & Collateral Security Re-Payment Schedule 30.06.2019
Lender e No./Ref. No. (In Lacs) m
as per
Books (In
Lakhs)
Primary Security – All movable
assets including plant and
Repayable within 60 monthly
machinery.
installments including
Small Industrial moratoriun of 6 months
Term SIDBI/NSK/SMASPL/L Collateral Security –First pari-
Development 100 8.21% starting from April 2019 ( first 6 Months 100.70
Loan 412151329/SEF-SMILE passu charge with TJSB Bank by
Bank of India 53 instalments of Rs 1.85 lakh
way of mortgage in favor of
each and last instalments of
SIDBI of borrowers leasehold
rs. 1.95 lakh each)
rights over the immovable
properties situated at plot no. C

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13 , MIDC Ambad , Nashik

Personal Guarantee of Mrs. Alka

Kulkarni And Mr. Suresh Fegde
Primary Security –
Hypothecation of plant and
machinery ( existing and future) Repayable within 69 monthly
Collateral Security- 25% in installments including 9
10.75% FDR and rest by the way of months moratoriumofRs.
Thane Janata p,a.(floating )(at equitable mortgage of land and 1,14,406 starting from
Property 14.49
Sahakari Bank Ref. no .44/244 50 monthly rest ) building situated at C 13 and J February 2015 and From May 9 Months
Loan
Ltd. i.e. 2.50% 41, MIDC Ambad and B 198 , 2019 the instalment amount
below PLR MIDC Malegaon ,Sinnar , nashik changed to 1,58,000.

Personal Guarantee of Mr.

Suresh Fegde and Mr. Mukund
Kulkarni
Primary Security –
Hypothecation of stock and book
debts
Collateral Security- Consent
Workin TPA and supplementary Repayable within 60 monthly
Thane Janata 12%
g capital mortgage of land and building installments of Rs. 4,44,889 70.82
Sahakari Bank Ref. no 45/405 200 (floating)i.e.3.7 N.A
term situated at C 13 and J 41, MIDC starting from April 2016
Ltd. 5%below PLR
loan Ambad and B 198 , MIDC
Malegaon ,Sinnar , nashik
Personal Guarantee of Mrs. Alka
Kulkarni And Mr. Suresh Fegde
and Mr.mukund Kulkarni
Primary Security –
Hypothecation of stock and book
debts
Collateral Security- Consent
Workin TPA and supplementary Repayable within 60 monthly
Thane Janata 12% 174.86
g capital mortgage of land and building installments of Rs. 6,67,333
Sahakari Bank Ref. no 46/480 300 (floating)i.e.3.7 N.A
term situated at C 13 and J 41, MIDC starting from April 2017
Ltd. 5%below PLR
loan Ambad and B 198 , MIDC
Malegaon ,Sinnar , nashik
Personal Guarantee of Mrs. Alka
Kulkarni And Mr. Suresh Fegde
and Mr.mukund Kulkarni
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Primary Security –
Hypothecation of stock and book
debts
Collateral Security- 25% in
FDR and rest by the way of
11.50% consent TPA and supplementary
Thane Janata
Cash (floating)i.e.4.5 mortgage of land and building
Sahakari Bank Ref. no 46/480 550 Repayable on demand 729.38
Credit 0%below PLR situated at C 13 and J 41, MIDC
Ltd.
Ambad and B 198 , MIDC
Malegaon ,Sinnar , nashik

Personal Guarantee of Mrs. Alka

Kulkarni And Mr. Suresh Fegde
and Mr.mukund Kulkarni
9.50% Repayable in 60 monthly
Kotak Mahindra Vehicle (floating) i.e. Primary Security – Vehicles instalments starting from
CF-12671896 12.80 2.80% below March 2016 4.98
Prime Ltd Loan purchased against the loan
PLR

Total (Fund Based) 1095.23

Grand Total (Fund & Non Fund Based) 1095.23

Principal terms of Cash Credit facilities availed from Thane Janata Sahakari Bank Ltd:

1. The Availability of working capital facilities will be subject to availability of the Drawing power or sanctioned limit whichever is less.
2. Stock debtors and creditors statements as on last date of preceding month o be submitted before 10Th day of Succeeding month.
3. While calculating drawing power for CClimit , the outstanding WCTL amount to be reduced from total available drawing power.
4. In addition to the rate of interest, following penal rate of interest/ charges will be charged: -

(a) Non- submission/ delayed submission of Stock Statement beyond Flat penalty of Rs.1000 per day in addition to 2% penal interest
the stipulated period of 10 days of next immediate month.
(b) Non Submission of renewal data including audited balance sheet If not submitted within 1 month, flat penalty of 2% p.a.
(c) Non-compliance with financial covenants If not submitted within 1 month, flat penalty of 2% p.a.

5. All the assets charged to the Bank should always be fully insured by the Borrower against fire, lightning, riots, strikes, floods, cyclones, earthquakes etc.
with a Co approved by the Bank in the joint names of the Bank and yourselves at your cost for full market value or Banks interest, whichever is higher.

6. Others:
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SM Auto Stamping Limited

(a) Company to take prior approval from Bank before issuing corporate guarantee in favour of its associates/ JVs/ subsidiaries/ etc.
(b) The Company to submit audited balance sheets of its subsidiaries/ JVs and consolidated financials of the entire Group.

7. Stock Audit:

(a) Stock and Receivable Audit will be carried out at as per Bank’s extant instructions at present the periodicity is half yearly.

General terms and Condition facilities availed from Thane Janata Sahakari Bank Ltd:

The Borrower(s) shall give 60 day’s prior notice to the Bank for undertaking any of the following activities to enable the Bank to take a view. If, in the opinion of the
Bank, the move contemplated by the borrower is not in the interest of the Bank, the Bank will have the right of veto for the activity. Should the borrower still go
ahead, despite the veto, the Bank shall have the right to call up the facilities sanctioned.

(a) Interest is subject to changes stipulated as per the directives of the Reserve Bank of India and as determined by Bank from time to time. Bank reserves the right
to make upward revision in interest rate in line with emerging interest rate scenario and as per Bank's policy without giving prior notices to the
Borrower/Guarantor(s).
(b) Interest will be charged at monthly rest and to be paid immediately on the date of its application. No separate notice will be sent as interest will be applied in
every account and such application of interest at monthly rest from time to time will be taken as deemed notice to Borrower(s). Bank reserves the right to
recompense.
(c) Branch to recover the amount of processing charges for the unrenewed period.
(d) Adequate Insurance of Securities with Bank clause. Original copy of policy/cover note with bank clause to be submitted to the Bank.
(e) 2% p.a. over and above normal rate will be charged as penal interest for:
i. Failure to maintain adequate security.
ii. Failure to pay due Installment
iii. Overdue Installment / Interest
iv. Over drawings in sanctioned limit
v. Overdue interest
vi. Non-submission of Stock statement before 10th of every month
vii. Non-renewal of working capital limits within one month from the due date
viii. Overdue Project Finance. [Penal interest should also be recovered for extended period even if sanction for the same is obtained.]
ix. Non-submission of Audited financial statement, if applicable.
(f) 4% over and above normal rate will be charged as penal interest for Non- Compliance of terms and conditions (Concurrent Audit/Internal Audit Report shall be
the base for identifying the Non-Compliance of terms and conditions].
(g) The Proprietary concern/firm/company shall not make any inter transfer transactions among its Associate concern's except genuine trade transaction.

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(h) The Bank will have the right to examine at all times the Company’s/Firm’s/Proprietory Concern’s books of accounts and to have the Company’s/Firm’s factories
inspected from time to time by officers of the Bank and/or qualified auditors or technical experts and/or management consultant of the Bank’s choice. Cost of such
inspection will be borne by the Company/Firm.
(i) During the currency of the Bank’s credit facilities, the Proprietory Concern/Firm/Company will not without prior approval of the Bank.

i. Effect any change in the Proprietory Concern’s/Firm’s/Company’s capital structure

ii. Effect any change in the constitution
iii. Effect any change in the Management set up
iv. Invest by way of share capital in or advance funds to or place deposit with any other concern [normal trade credit or security deposit in the normal course of
business or advance to employees can, however, be extended].
v. Enter into borrowing arrangement whether secured or unsecured with any other banks, financial institutions, Company or otherwise.

(j) The Proprietary concern/firm/company will keep the Bank informed of the happenings of any event likely to have a substantial effect on their profit or business.
If, for instance, the monthly production of sales is substantially less than what has been indicated to the Bank, the firm/company will inform accordingly with
explanations and the remedial steps proposed to be taken.
(k) Certified true copy of Board Resolution for approaching our Bank for credit limits mentioning authorised signatories to be obtained on record.
(l) Certificd true copy of Board Resolution mentioning Authorised Signatories, affixation of common seal, Creation of charges on securities & acceptance of terms
and conditions of loans sanctioned is to be submitted.
(m) In case of Private Limited and Limited Company, charge with R.O.C. to be registered within stipulated period covering total exposure (Existing & Proposed).
(n) Irrevocable Power of Attorney be obtained on record.
(o) Any escalation in the project cost shall be brought in by Proprietor/Firm/Company.
(p) Undertaking to maintain level of unsecured loans/deposits of friends and relatives till currency of loan and will not be paid unless written permission of the Bank
is to be obtained.
(q) Certificate of Chartered Accountant confirming capital raised by the firm/company, be obtained.
(r) Registration of Bank's charge on the vehicle (s) with R.T.O. & copy of R.C. book along with set of TWO blank transfer forms duly signed by Borrower(s) is to be
submitted. In case of transport operator copy of R.T.O. permit duly renewed is to be submitted & the vehicle is to be registered as "PUBLIC CARRIER". The
vehicle under hypothecation is to be brought to the Bank for routine inspection at least once in every quarter or as per the requirement of the Bank.
(s) Based on actual cash flow, bank can accelerate repayment of Bank loan.
(t) Even though the above mentioned facility/ies are granted to firm/company, the Bank reserves the right to recall the facility or alter the terms and conditions at any
time at the discretion of the Bank during the currency of facility without any prior notice to firm/company.
(u) The Bank reserves the right to discontinue the loan and to stop any disbursement without giving any notice, in case of non-compliance/breach of any of the terms
and conditions stipulated herein and from time to time in the relevant documents or if any information/particulars furnished to bank is found to be incorrect or in
case of any development of situations where in the opinion of the bank, its interest will be/is likely to be prejudicially affected by such continuation of disbursement.
(v) This sanction would remain valid for the period of three months only from the date of this letter and revalidation will not be required if any of the sanctioned
facility is availed within three months but before expiry of one year from the date of this letter.
(w) Mortgage to be registered with CERSAI within stipulated time and charges to be recovered as per Bank’s policy.
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General terms and Condition facilities availed from Small Industrial Development Bank of India (SIDBI):

(a) Intimate SIDBI within 30 days of any loan having been granted to its subsidiaries/associate concerns at a rate of Interest lower than the rate at which the
concerns has borrowed the funds from SIDBI/its bankers/other financial institutions, falling which SIDBI shall be at liberty to take appropriate action against
the borrower.
(b) Agree that dealings with associate concerns shall be on commercial basis.
(c) Agree to share credit information by SIDBI amongst banks/financial institutions under multiple banking arrangements.
(d) Not to induct a person who is a director on the Board of a company which has been identified as a willful defaulter in terms.
(e) Agree to submit original insurance policy of all the assets hypothecated/mortgaged to SIDBI for gross value of all the assets with Bank Clause and RIMV
clause and covering the risks as per SIDBI guidelines and agree to renew the same and submit to SIDBI the original renewed insurance policy from time to
time during the currency of the loan.
(f) Submit to SIDBI its duly audited annual accounts and such other reports as may be required by SIDBI from time to time.
(g) Agree to the condition that the concern shall not effect any changes in the project/constitution/management of the concern, without the approval of SIDBI in
writing.
(h) Agree to display ‘Hypothecated to SIDBI’ on all the major items of movable assets hypothecated or at prominent /major places for clear visibility to all,
during the currency of the loan, to the satisfaction of SIDBI.
(i) The borrower shall obtain and renew from time to time, various applicable statutory approvals required for running its business (including consent to operate
from pollution control board).
(j) The borrowers shall agree that in case of additional Working Capital requirement, the same would be sourced from own sources/other banks without recourse
to SIDBI.
(k) Agree that SIDBI shall have right to inspect the asset of the concern during currency of SIDBI term loan, as and when deemed appropriate. The cost of
inspection, including travelling and all other expenses, shall be payable by the borrower to SIDBI.

B. UNSECURED LOANS

Rate of Outstanding Amount in Lacs as per Books

Name Purpose Repayment
Interest as on 30-06-2019
Repayable in 48 monthly instalments starting
HDFC Bank Business 15.00% from April 2016 16.81

Repayable in 36 monthly instalments starting

Business 15.50%
ICICI Bank from July 2016 0.79

Business 12.00% There are no defined terms of repayment

Aditya Kulkarni 71.00
Business There are no defined terms of repayment
Ajinkya Kulkarni 12.00% 12.64

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for Milind M Kulkarni & Associates

Chartered Accountants
FRN 126975W

Sd/-

CA Atul Deshpande
Partner
Membership No: 118218
UDIN:19118218AAAALS4120

Place :- Nashik
Date : December 30, 2019

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our Restated Financial
Statements as of and for the period ended June 30, 2019 and the three Financial Years ended March 31, 2019, 2018 and 2017,
including the notes thereto and the report thereon, which appear elsewhere in this Draft Prospectus. You should also read the
section titled “Risk Factors” on page 24 and the section titled “Forward Looking Statements” on page 15 of this Draft Prospectus,
which discusses a number of factors and contingencies that could affect our financial condition and results of operations. The
following discussion relates to us, and, unless otherwise stated or the context requires otherwise, is based on our Restated financial
Statements.

Our financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR)
Regulations and restated as described in the report of our auditor dated December 28, 2019 which is included in this Draft
Prospectus under “Financial Statements”. The Restated Financial Information has been prepared on a basis that differs in certain
material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. Our financial
year ends on March 31 of each year, and all references to a particular financial year are to the twelve-month period ended March
31 of that year.

OVERVIEW

Incorporated in 2006, we are one of the auto-component manufacturers located in Nashik catering to the sheet metal components
and sub-assemblies requirements of automobile parts/equipment manufacturers. Our range of product primarily covers sheet metal
pressed components for clutches, brakes, engine mountings, chassis, shaft drive, body trims, bearings etc. which are used in
passenger cars, commercial vehicles and tractors. Our products such as deep drawn components and control panel components also
find application in electrical equipments industry.

Two of our Promoters, Mr. Milind Kulkarni and Mr. Suresh Fegde promoted a partnership firm, M/s Spam Fab Technocrats in 1995
for engaging in job work of sheet metal components. Later, another partnership firm in the name of M/s SM Industries was also
formed by the same promoters in 1998 to carry on the manufacturing and job work of press parts. Subsequently, our Company in the
name of SM Auto Stamping Private Limited was incorporated in 2006 which took over both the partnership firms in 2007. SM Auto
Stamping Private Limited was converted into a public limited company and renamed as SM Auto Stamping Limited w.e.f.
December 19, 2019.

We have three manufacturing units, all ideally located at Nashik, Maharashtra on leasehold industrial plots of total size admeasuring
to over 5000 sq. mtrs. Our all three units comply with the IATF 16949:2016 standards. Apart from manufacturing, we also provide
job work services in respect of blanking and forming process on metal components.

Some of our reputed customers include JBM Auto Ltd., SKF India Ltd., Mahindra CIE Automotive Ltd., Haldex India Pvt Ltd,
Reliable Autotech Private Limitedand ABB India Ltd. to whom we have supplied our products in F.Y. 2018-19 and stub period
Apr.’19 – June’19.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

A) BASIS OF PREPARATION OF FINANCIAL STATEMENT

The Restated Consolidated Statement of Assets and Liabilities (Annexure I) of the company as at as at June 30, 2019, March 31,
2019, 2018, and 2017 , the Restated Consolidated Statements of Profit and Loss (Annexure II), the Restated Consolidated Cash
Flow Statement (Annexure III) for the three month period ended June 30, 2019 and for the years ended March 31, 2019, 2018, and
2017 (hereinafter collectively referred to as “Restated Consolidated Financial Information”) have been extracted by the management
from the audited interim consolidated financial statements of the group as at and for the three month period ended June 30, 2019 and
audited financial statements of the group for the March 31, 2019, 2018, and 2017, approved by the respective Board of Directors of
the companies.

These financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the
historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards as prescribed under Section 133
of the Companies Act, 2013 (‘the Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act. The

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accounting policies adopted in the preparation of financial statements have been consistently applied. All assets and liabilities have
been classified as current or non-current as per the company’s normal operating cycle and other criteria set out in the Schedule III to
the Companies Act, 2013. Based on the nature of operations and time difference between the provision of services and realization of
cash and cash equivalents, the company has ascertained its operating cycle as 12 months for the purpose of current and non-current
classification of assets and liabilities.

B) USE OF ESTIMATES

The preparation of financial statements is in conformity with Indian GAAP requires judgments, estimates and assumptions to be
made that affect the reported amount of assets and liabilities, disclosure of contingent liabilities on the date of the financial
statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and
estimates are recognised in the period in which the results are known / materialized.

C) ACCOUNTING CONVENTION

The group follows the mercantile system of accounting, recognizing income and expenditure on accrual basis. The accounts are
prepared on historical cost basis and as a going concern. Accounting policies not referred to specifically otherwise, are consistent
with the generally accepted accounting principles.

The following significant accounting policies are adopted in the preparation and presentation of these financial statements:

1. Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be
reliably measured.

Sale of goods

Revenue is recognised when the significant risks and rewards of ownership of the goods have been passed to the buyer. Sales are
disclosed net of sales tax /GST/ VAT, trade discounts and returns, as applicable. Excise duties deducted from turnover (gross) are
the amounts that are included in the amount of turnover (gross) and not the entire amount of liability that arose during the year.

Income from services

Revenue from services is recognised when services have been rendered and there should be no uncertainty regarding consideration
and its ultimate collection.

Interest Income
Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable."

Dividend Income
Dividend Income is recognised on receipt basis.

2. Property, plant & equipment

a) Property, plant and equipment are stated as per Cost Model i.e., at cost less accumulated depreciation and impairment, if any;

b) Costs directly attributable to acquisition are capitalized until the property, plant and equipment are ready for use, as intended by
the management;

c) Subsequent expenditures relating to property, plant and equipment are capitalized only when it is probable that future economic
benefits associated with these will flow to the Company and the cost of the item can be measured reliably. Repairs & maintenance
costs are recognized in the Statement of profit & Loss when incurred;

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d) The cost and related accumulated depreciated are eliminated from the financial statements upon sale or retirement of the asset and
the resultant gains or losses are recognized in the Statement of Profit or Loss. Assets to be disposed of are reported at the lower of
the carrying value or the fair value less cost to sell;

e) Depreciation on Tangible Assets in case of holding company is provided in such a manner so that the cost of asset (Net of
realizable value) will be amortized over their estimated remaining useful life on WDV basis as per the useful life prescribed under
Schedule II to the Companies Act 2013 and that of subsidiary is provided on SLM basis.

f) Depreciation methods, useful lives, and residual values are reviewed periodically, including at each financial year end;

3. IMPAIRMENT

The Management periodically assesses, using external and internal sources, whether there is an indication that an asset may be
impaired. An impairment loss is recognized wherever the carrying value of an asset exceeds its recoverable amount. The
recoverable amount is higher of the asset's net selling price and value in use, which means the present value of future cash flows
expected to arise from the continuing use of the asset and its eventual disposal. An impairment loss for an asset is reversed if, and
only if, the reversal can be related objectively to an event occurring after the impairment loss was recognized. The carrying amount
of an asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would
have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in
prior years.

4. INVENTORIES

Inventories are valued after providing for obsolescence, as follows:

a) Raw Materials, Stores & Spare parts and Packing Material-Lower of cost and net realizable value. However, materials and
other items held for use in the production of inventories are not written down below cost if the finished products in which
they will be incorporated are expected to be sold at or above cost. Cost is determined on Weighted Average Cost basis.

b) Work-in-Progress is valued at raw material cost plus proportionate conversion cost.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and
estimated costs necessary to make the sale, however due to the nature of the company the own manufactured goods are valued at a
Retail Method basis on a consistent basis, however the Trading Goods are valued at the lower of Cost or Net Realisable Value.

5. RETIREMENT BENEFITS & OTHER EMPLOYEE BENEFITS

Defined-contribution plans:

All short term employee benefits are accounted on undiscounted basis during the accounting period based on services rendered by
employees.

The Company's contribution to Provident Fund and Employees State Insurance Scheme is determined based on a fixed percentage
of the eligible employees' salary and charged to the Statement of Profit and Loss on accrual basis.

The Group has made provision for payment of Gratuity to its employees. This Provision is made as per the method prescribed under
the Payment of Gratuity Act. The cost of providing gratuity under this plan is determined on the basis of actuarial valuation at year
end. Under the Gratuity Fund Plan, the holding company contributes to a LIC administered Group Gratuity Fund on behalf of
employees.

6. FOREIGN EXCHANGE TRANSACTIONS

Foreign-currency denominated monetary assets and liabilities if any are translated at exchange rates in effect at the Balance Sheet
date. The gains or losses resulting from the transactions relating to purchase of current assets like Raw Material etc. are included in
the Statement of Profit and Loss. Revenue, expense and cash-flow items denominated in foreign currencies are translated using the
exchange rate in effect on the date of the transaction.

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7. CASH FLOW STATEMENT

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non- cash
nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated
with investing or financing cash flows. The cash flows from operating, investing and financing activities are segregated.

8. BORROWING COSTS

Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalized as part of the cost
of that asset till such time the asset is ready for its intended use. A qualifying asset is an asset that necessarily takes a substantial
period of time to get ready for its intended use. Costs incurred in raising funds are amortized equally over the period for which the
funds are acquired. All other borrowing costs are charged to profit and loss account.

9. INCOME TAX

The accounting treatment for the Income Tax in respect of the Company’s income is based on the Accounting Standard on
‘Accounting for Taxes on Income’ (AS-22). The provision made for Income Tax in Accounts comprises both, the current tax and
deferred tax. Provision for Current Tax is made on the assessable Income Tax rate applicable to the relevant assessment year after
considering various deductions available under the Income Tax Act, 1961.

Deferred tax is recognised for all timing differences; being the differences between the taxable income and accounting income that
originate in one period and are capable of reversal in one or more subsequent periods. Such deferred tax is quantified using the tax
rates and laws enacted or substantively enacted as on the Balance Sheet date. The carrying amount of deferred tax asset/liability is
reviewed at each Balance Sheet date and consequential adjustments are carried out.

10. EARNINGS PER SHARE

Basic earnings per share is computed by dividing the net profit after tax by the weighted average number of equity shares
outstanding during the period. Diluted earnings per share is computed by dividing the profit after tax by the weighted average
number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that
could have been issued upon conversion of all dilutive potential equity shares.

The diluted potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value which is
the average market value of the outstanding shares. Dilutive potential equity shares are deemed converted as of the beginning of the
period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented.

11. PROVISIONS AND CONTINGENT LIABILITIES

A provision is recognized if, as a result of a past event, the Company has a present legal obligation that is reasonably estimable, and
it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by the best
estimate of the likely future outflow of economic benefits required to settle the obligation at the reporting date.
Where no reliable estimate can be made, a disclosure is made as contingent liability. A disclosure for a contingent liability is also
made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources.
Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no
provision or disclosure is made.

12. CASH & CASH EQUIVALENTS

Cash and cash equivalents comprise cash and cash on deposit with banks. The Company considers all highly liquid investments
with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash
to be cash equivalents.

13. SEGMENT REPORTING

Company is operating under a single segment

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14. EMPLOYEE BENEFITS

The Company has adopted the Accounting Standard 15 (revised 2005) on Employee Benefits during the restated financials period.
The disclosure as envisaged under the Accounting Standard is provided hereunder:

Details of Gratuity Expenses Jun-19 2018-19 2017-18 2016-17

Profit and loss account for the period
Current service cost 3.62 12.97 10.22 8.52
Interest on obligation 2.36 8.09 6.14 4.10
Expected return on plan assets -0.91 -3.46 -3.10 -2.34
Net actuarial loss/(gain) 16.58 5.48 -5.54 20.56
Recognised Past Service Cost-Vested - - 10.84 0.00
Loss (gain) on curtailments - - 0.81 0.00
Total included in 'Employee Benefit Expense' 21.65 23.08 19.39 30.85
prior year charge - - - 1.08
Total Charge to P&L 21.65 23.08 19.39 30.85
Reconciliation of defined benefit obligation
Opening Defined Benefit Obligation 123.37 106.53 85.30 56.13
Transfer in/(out) obligation - - - -
Current service cost 3.62 12.97 10.22 8.52
Interest cost 2.36 8.09 6.14 4.10
Actuarial loss (gain) 16.56 5.23 -5.70 20.28
Past service cost - - 11.66 0.00
Benefits paid - -9.45 -1.10 -4.81
prior year charge 0.00 0.00 0.00 1.08
Closing Defined Benefit Obligation 145.90 123.37 106.53 85.30
Table of experience adjustments
Defined Benefit Obligation 145.90 123.37 106.53 85.30
Plan Assets 50.26 42.37 40.98 39.14
Surplus/(Deficit) -95.65 -81.00 -65.55 -46.16
Reconciliation of plan assets
Opening value of plan assets 42.37 40.98 39.14 26.90
Transfer in/(out) plan assets - - - -
Expenses deducted from the fund - - - -
Expected return 0.91 3.46 3.10 2.34
Actuarial gain/(loss) -0.02 -0.25 -0.17 -0.28
Contributions by employer 7.00 7.64 - 15.00
Benefits paid - -9.45 -1.10 -4.81
Closing value of plan assets 50.26 42.37 40.98 39.14
Details of Gratuity Expenses Jun-19 2018-19 2017-18 2016-17

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Reconciliation of net defined benefit liability

Net opening provision in books of accounts 81.00 65.55 46.16 29.24
Transfer in/(out) obligation - - - -
Transfer (in)/out plan assets - - - -
Employee Benefit Expense 21.65 23.08 19.39 31.93
Benefits paid by the Company
Contributions to plan assets -7.00 -7.64 - -15.00
Closing provision in books of accounts 95.65 81.00 65.55 46.16
Bifurcation of liability
Current Liability 14.19 11.79 10.72 8.80
Non-Current Liability 81.45 69.21 54.83 37.36
Net Liability 95.65 81.00 65.55 46.16
Principle actuarial assumptions
For SM Auto stamping Pvt Ltd
Discount Rate 7.25% 7.75% 7.70% 7.30%
Expected Return on Plan Assets 7.25% 7.75% 7.70% 7.30%
Salary Escalation Rate 10.00% 10.00% 10.00% 10.00%
5.00% p.a at 5.00% p.a at
5.00% p.a at 5.00% p.a at
younger younger
younger ages younger ages
ages ages
Withdrawal Rates reducing to reducing to
reducing to reducing to
1.00% p.a at 1.00% p.a at
1.00% p.a at 1.00% p.a at
older ages older ages
older ages older ages

For SM Autovision Pvt Ltd

Discount Rate 0.08 0.08 0.08 0.07
Not Not Not Not
Expected Return on Plan Assets Applicable Applicable Applicable Applicable
Salary Escalation Rate 0.10 0.10 0.10 0.10
5.00% p.a at 5.00% p.a at
5.00% p.a at 5.00% p.a at
younger younger
younger ages younger ages
ages ages
Withdrawal Rates reducing to reducing to
reducing to reducing to
1.00% p.a at 1.00% p.a at
1.00% p.a at 1.00% p.a at
older ages older ages
older ages older ages

III. CHANGES IN ACCOUNTING POLICIES IN THE PERIODS/YEARS COVERED IN THE RESTATED

FINANCIALS

During the period June ended 2019, the Company has changed the accounting policy for recognizing the cost of inventories to align
with accounting policy prescribed in AS -2 Valuation of inventories. However, till FY 2018-19 the Company had policy to include
the amount of duties and taxes in the purchase cost of closing Inventory to comply with Income Computation and Disclosure
Standards as prescribed under Income Tax law.

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Factors Affecting our Results of Operations

Our business is subjected to various risks and uncertainties, including those discussed in the section titled “Risk Factors” beginning
on page 24 of this Draft Prospectus. Our results of operations and financial conditions are affected by numerous factors including
the following:

1. General economic and business conditions in the markets in which we operate and in the local, regional, national and
international economies;
2. Fluctuations in operating costs;
3. Changes in consumer demand;
4. Failure to successfully upgrade our product portfolio, from time to time;
5. any change in government policies resulting in increases in taxes payable by us;
6. our ability to retain our key managements persons and other employees;
7. changes in laws and regulations that apply to the industries in which we operate.
8. our failure to keep pace with rapid changes in technology;
9. our ability to grow our business;
10. our ability to make interest and principal payments on our existing debt obligations and satisfy the other covenants
contained
in our existing debt agreements;
11. general economic, political and other risks that are out of our control;
12. Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
13. Company’s ability to successfully implement its growth strategy and expansion plans ;
14. failure to comply with regulations prescribed by authorities of the jurisdictions in which we operate;
15. inability to successfully obtain registrations in a timely manner or at all;
16. occurrence of Environmental Problems & Uninsured Losses;
17. conflicts of interest with affiliated companies, the promoter group and other related parties;
18. any adverse outcome in the legal proceedings in which we are involved; and
19. Concentration of ownership among our Promoters.

Discussion on Result of Operations

The following discussion on results of operations should be read in conjunction with the restated consolidated financial statements
for the period ended June 30, 2019 and financial years ended March 2019, March 2018 and March 2017.

For the Year Ended March 31,

As at
% of Total % of % of % of
Particulars June 30,
income 2019 Total 2018 Total 2017 Total
2019
income income income
Revenue From Operations 1,827.05 98.16% 7,530.53 98.70% 6,335.07 96.14% 5,083.48 95.26%
Other Income 34.26 1.84% 99.56 1.30% 254.67 3.86% 252.82 4.74%
Total Revenue 1,861.31 100.00% 7,630.09 100.00% 6,589.74 100.00% 5,336.30 100.00%
Expenditure
Cost of materials consumed 1,351.26 72.60% 5,623.46 73.70% 4,710.42 71.48% 3,812.40 71.44%
Cost of trading goods - 0.00% - 0.00% - 0.00% - 0.00%
Changes in inventories of
finished goods, traded goods 55.57 2.99% (10.38) -0.14% 174.18 2.64% (27.23) -0.51%
and work-in-progress
Employee benefit expenses 173.66 9.33% 705.21 9.24% 552.66 8.39% 475.44 8.91%
Finance costs 51.54 2.77% 221.45 2.90% 268.98 4.08% 340.64 6.38%
Depreciation and amortization
54.84 2.95% 228.58 3.00% 230.82 3.50% 253.20 4.74%
expense
Other Expenses 141.54 7.60% 607.59 7.96% 542.03 8.23% 607.71 11.39%
Total Expenditure 1,828.41 98.23% 7,375.91 96.67% 6,479.09 98.32% 5,462.16 102.36%
Profit/(Loss) Before Tax 32.91 1.77% 254.18 3.33% 110.65 1.68% (125.86) -2.36%

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Tax Expense:
Current Tax 6.78 0.36% 52.33 0.69% 22.56 0.34% 18.93 0.35%
Deferred Tax 6.80 0.37% (104.91) -1.37% 14.50 0.22% 31.89 0.60%
Total Tax Expense 13.58 0.73% (52.58) -0.69% 37.06 0.56% 50.82 0.95%
Net profit/(loss) after tax , as
restated before minority 19.32 1.04% 306.76 4.02% 73.59 1.12% (176.68) -3.31%
interest
Less: Minority share in (Profit)
(0.93) -0.05% (41.36) -0.54% 10.41 0.16% 3.57 0.07%
and loss
Net Profit and loss as restated 18.39 0.99% 265.40 3.48% 84.00 1.27% (173.11) -3.24%

Revenue from operations:

Our principal component of income is from sale of sheet metal components, scrap material and job work.

Other Income:

Our other income primarily comprises of Subsidy Income (Package Scheme of Incentives), interest income, dividend receipt, and
miscellaneous receipts.

Employee benefits expense:

Our employee benefits expense primarily comprises of Salary and wages, contribution to ESIC, PF, Gratuity Expenses, leave
encashment expenses etc.

Finance Costs:

Our finance cost includes Interest Expenses and other borrowing costs.

Depreciation and Amortization Expenses:

Depreciation includes depreciation on tangible assets like factory building, electrical installation, plant and machinery, furniture,
dies, motor vehicles, office equipments and computer. Amortization expenses includes amortization of intangible asset i.e.
softwares & websites.

Other Expenses:

Other expenses include electricity expenses, labour charges, professional & legal expenses, repair & maintenance expenses,
miscellaneous expenses etc.

Financial Performance Highlights for the Period Ended June 30, 2019

Revenue from operations:

The revenue from operations during the period ended June 30, 2019 was Rs. 1827.05 Lakhs. The revenue from operations
comprised of sale of sheet metal components, scrap material and job work.

Total Expenses:

The total expenditure during period ended June 30, 2019 was Rs.1828.41 Lakhs. The total expenditure represents 98.23% of the
total income. The total expenses are represented by Cost of Material Consumed, change in inventories of finished goods, traded
goods and work in progress, employee benefits expense, finance costs, depreciation and amortization expenses and Other Expenses.
The main constituent of total expenditure is cost of material consumed which is Rs.1351.26 lakhs.

Profit/ (Loss) after Tax:

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The restated net profit during the period ended June 30, 2019 was Rs.18.39 lakhs representing 0.99% of the total revenue of our
company.

Financial Year 2019 Compared to Financial Year 2018

Total Income

Total Income for the financial year 2018-2019 stood at Rs. 7630.09 lakhs whereas in Financial Year 2017-2018 the same stood at
Rs.6589.74 Lakhs representing an increase of 15.79%.

Revenue from Operations

During the financial year 2018-2019 the net revenue from operation of our Company increased to Rs.7530.53 lakhs as against Rs.
6335.07 Lakhs in the Financial Year 2017-2018 representing an increase of 18.87%. This increase was due to increase in sales of
the Company.

Other Income:

During the financial year 2018-2019 the other income of our Company decreased to Rs.99.56 lakhs as against Rs. 254.67 lakhs in
the Financial Year 2017-2018 representing a decrease of 60.91%. Such decrease was primarily due to decrease in profit on sale of
assets and decrease in subsidy income.

Total Expenses:

The Total Expenditure for the financial year 2018-2019 increased to Rs. 7375.91 lakhs from Rs.6479.09 lakhs in the previous
financial year representing an increase of 13.84%.

Employee benefits expense:

Our Company has incurred Rs. 705.21 Lakhs as Employee benefits expense during the financial year 2018-2019 as compared to Rs.
552.66 Lakhs in the financial year 2017-2018.The increase of 27.06% was due to increase in leave encashment expenses, director’s
remuneration, bonus and increase in salary and wages.

Finance costs:

These costs were for the financial Year 2018-2019 decreased to Rs. 221.45 Lakhs as against Rs. 268.98 Lakhs during the previous
financial year. The decrease of 17.67% as compared to previous financial year was due to decrease in interest expenses.

Depreciation and Amortization Expenses:

Depreciation for the financial year 2018-2019 stood at Rs. 228.58 lakhs as against Rs. 230.82 lakhs during the previous financial
year.

Other Expenses:

Our Company has incurred Rs. 607.59 lakhs during the Financial Year 2018-2019 on other expenses as against Rs. 542.03 lakhs
during the financial year 2017-2018. The increase of 12.09% was mainly due to increase in labour charges, electricity expenses,
professional & legal expenses and transportation expenses.

Restated Profit before tax:

The Company reported Restated profit before tax for the Financial Year 2018-2019 of Rs. 254.18 lakhs in comparison to Restated
profit of Rs. 110.65 lakhs in financial year 2017-2018 representing an increase of 129.71%.

Restated profit after tax:

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Net Profit after tax for the Financial Year 2018-2019 increased to Rs. 265.40 lakhs as compared to Rs.84 Lakhs in financial year
2017-2018.The increase in profit after tax by 215.95% was majorly due to factors mentioned above.

Financial Year 2018 Compared to Financial Year 2017

Total Income:

Total income for the financial year 2017-2018 stood at Rs. 6589.74 Lakhs whereas in Financial Year 2016-2017 the same stood at
Rs.5336.30 Lakhs representing an increase of 23.49%.

Revenue from Operations

During the financial year 2017-2018 the net revenue from operation of our Company increased to Rs. 6335.07 lakhs as against
Rs.5083.48 Lakhs in the Financial Year 2016-2017 representing an increase of 24.62%. This increase was due to increase in sale of
products and scrap.

Other Income:

During the financial year 2017-2018 the other income of our Company increased to Rs. 254.67 Lakhs as against Rs. 252.82 lakhs in
the Financial Year 2016-2017 representing an increase of 0.73%. Such increase was primarily due to profit on sale assets.

Total Expenses:

The Total Expenditure for the financial year 2017-2018 increased to Rs. 6479.09 Lakhs from Rs. 5462.16 lakhs in the previous
financial year representing an increase of 18.62%.

Employee benefits expense:

Our Company has incurred Rs. 552.66 Lakhs as Employee benefits expense during the financial year 2017-2018 as compared to Rs.
475.44 Lakhs in the financial year 2016-2017. The increase of 16.24% was due to increase in Director’s remuneration, bonus and
increase in salary and wages.

Finance costs:

These costs were for the financial Year 2017-2018 decreased to Rs. 268.98 Lakhs as against Rs. 340.64 Lakhs during the previous
financial year. The increase of 21.04% as compared to previous financial year was due to decrease in interest expenses.

Depreciation and Amortization Expenses:

Depreciation for the financial year 2017-2018 stood at Rs. 230.82 Lakhs as against Rs. 253.20 Lakhs during the previous financial
year.

Other Expenses:

Our Company has incurred Rs. 542.03 Lakhs during the Financial Year 2017-2018 on other expenses as against Rs. 607.71 Lakhs
during the financial year 2016-2017. The decrease of 10.81% was mainly due to decrease in tool manufacturing charges, labour
charges, bad debts and miscellaneous expenses.

Restated Profit before tax:

Net Profit before tax for the financial year 2017-2018 increased to Rs.110.65 Lakhs as compared to loss of Rs. 125.86 Lakhs in the
financial year 2016-2017, which was majorly due to factors as mentioned above.

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Restated profit after tax:

The Company reported Restated profit after tax for the financial year 2017-2018 of Rs. 84.00 Lakhs in comparison to Restated loss
after tax of Rs. 173.11 lakhs in the financial year 2016-2017 majorly due to factors mentioned above.

Information required as per Item (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations:

An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

1. Unusual or infrequent events or transactions

There has not been any unusual trend on account of our business activity. Except as disclosed in this Draft Prospectus, there are no
unusual or infrequent events or transactions in our Company.

2. Significant economic changes that materially affected or are likely to affect income from continuing operations.

There are no significant economic changes that may materially affect or likely to affect income from continuing operations.

3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income
from continuing operations.

Apart from the risks as disclosed under Section “Risk Factors” beginning on page 24 of the Draft Prospectus, in our opinion there
are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income
from continuing operations.

4. Future changes in relationship between costs and revenues

Other than as described in the sections “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 24, 95 and 191 respectively, to our knowledge, no future relationship
between expenditure and income is expected to have a material adverse impact on our operations and finances.

5. Total turnover of each major industry segment in which our Company operates

The Company is in the business of trading of steel products and mining and export of iron-ore. Relevant industry data, as available,
has been included in the chapter titled “Industry Overview” beginning on page 87 of this Draft Prospectus.

6. Increases in net sales or revenue and Introduction of new products or services or increased sales prices

Increases in revenues are by and large linked to increases in volume of our business.

7. Status of any publicly announced New Products or Business Segment

Our Company has not announced any new product or service.

8. Seasonality of business

Our Company’s business is not seasonal in nature.

9. Dependence on few customers

Our top ten Customers for FY 2018-19 based on our total revenue from operations are:

Rs. (in lakhs) % of revenue (excluding

Sr. No. Name of Customer (excluding GST) revenue from scrap)
1 MSL Driveline Systems Limited 2,595.32 50.19%

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2 Reliable Autotech Private Limited 1,209.19 23.38%

3 Innova Rubbers Private Limited 450.3 8.71%
4 JBM Auto Limited 255.63 4.94%
5 Alf Engineering Pvt Ltd 217.15 4.20%
6 Haldex India Pvt Ltd 108.51 2.10%
7 Skf India Ltd. 94.66 1.83%
8 Mahindra Cie Automotive Limited 50.06 0.97%
9 Shreeson Technologies Pvt Ltd 36.73 0.71%
10 SM Autovision Pvt. Ltd. 30.02 0.58%

10. Competitive conditions

Competitive conditions are as described under the Chapters “Industry Overview” and “Our Business” beginning on pages 87 and
95 respectively of the Draft Prospectus.

11. Details of material developments after the date of last balance sheet i.e. June 30, 2019

In the opinion of the Board of Directors of our Company, there have not arisen any circumstances since the date of the last financial
statements disclosed in this Draft Prospectus that materially or adversely affect the operations or profitability of the Company or the
Value of its assets or its ability to pay its liability within next twelve months except below changes occurred after Balance Sheet
date:-

1. Our Company has transferred 604,100 equity shares of SM Autovision Private Limited (“Autovision”) on November 27,
2019, pursuant to which our stake in Autovision has been reduced from 74.45% to 48%. W.e.f November 27, 2019,
Autovision ceased to be our Subsidiary and have become our Associate Company.

2. The Board of Directors in their meeting held on September 19, 2019 allotted 91,41,853 Bonus shares in the ratio of 7:1 i.e.
Seven Equity shares for every one Equity share held by each shareholder.

3. Mr. Mukund Narayan Kulkarni was appointed as Additional Director of the Company with effect from November 15, 2019.

4. Mr. Mukund Narayan Kulkarni was re-designated from Additional Director to Chairman & Managing Director of the
Company for terms of 5 year with effect from December 10, 2019 vide Extra Ordinary General Meeting held on December
18, 2019.

5. Mr. Suresh Gunwant Fegde was re-designated from Director to Whole Time Director of the Company for terms of 5 year
with effect from December 10, 2019 vide Extra Ordinary General Meeting held on December 18, 2019.

6. The designation of Mrs. Alka Mukund Kulkarni was changed from Director to Non-Executive Director of the Company with
effect from December 10, 2019 vide Extra Ordinary General Meeting held on December 18, 2019.

7. Mr. Aditya Mukund Kulkarni was appointed as Additional Director of the Company with effect from December 10, 2019.
Further, he was regularized from Additional Director to Non-Executive Director of the Company vide Extra Ordinary
General Meeting held on December 18, 2019.

8. Mr.Sunilkumar Satyanarain Dayama was appointed as Additional Independent Director of the Company with effect from
December 10, 2019. Further, he was regularized from Additional Independent Director to Independent Director of the
Company vide Extra Ordinary General Meeting held on December 18, 2019.

9. Mr. Prakash Gangadhar Pathak was appointed as Additional Independent Director of the Company with effect from
December 10, 2019. Further, he was regularized from Additional Director to Independent Director of the Company vide

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SM Auto Stamping Limited

Extra Ordinary General Meeting held on December 18, 2019.

10. We have appointed Mr. Suresh Govind Jagdale as a Chief Financial Officer of the Company with effect from December 10,
2019.

11. We have appointed Mrs. Priya Anuj Khadilkar as a Company Secretary and Compliance officer of the Company with effect
from December 10, 2019.

12. The Shareholder of the Company approved the conversion of the Company from Private Limited to Public Limited and
consequently the name of Company was changed from “SM Auto Stamping Private Limited” to “SM Auto Stamping
Limited” in its Extra Ordinary General Meeting held on December 05, 2019 and fresh Certificate of Incorporation was issued
by Registrar of Companies, Mumbai vide dated December 19, 2019.

13. A Board resolution in the meeting of Board of Directors dated December 20, 2019 authorizing the Board of Directors to raise
funds by making an Initial Public Offering.

14. A special resolution in the meeting of shareholders dated December 21, 2019 authorizing the Board of Directors to raise
funds by making an Initial Public Offering.

15. Our Company has constituted an Audit Committee (“Audit Committee”), vide Board Resolution dated December 20, 2019,
as per the applicable provisions of the Section 177 of the Companies Act, 2013.

16. Our Company has formed the Stakeholders Relationship Committee vide Board Resolution dated December 20, 2019

17. Our Company has formed the Nomination and Remuneration Committee vide Board Resolution dated December 20, 2019

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SM Auto Stamping Limited

CAPITALISATION STATEMENT
(Amt. in Rs.)
Particulars Pre Issue Post Issue
Borrowings
Short term debt (A) 1027.10 1027.10
Long Term Debt (B) 803.72 803.72
Total debts (C) 1830.82 1830.82

Shareholders’ funds

Equity share capital 130.60 *

Reserve and surplus - as restated 1008.41 *

Total shareholders’ funds 1139.01 *

Long term debt / shareholders funds 0.71 *

Total debt / shareholders funds 1.61 *
* The corresponding post issue figures are not determinable at this stage pending the completion of public issue and hence have not
been furnished.

Notes:

1. Short term Debts represent which are expected to be paid/payable within 12 months and excludes installment of term
loans repayable within 12 months.
2. Long term Debts represent debts other than Short term Debts as defined above but includes installment of term loans
repayable within 12 months grouped under other current liabilities.
3. The figures disclosed above are based on restated consolidated statement of Assets and Liabilities of the Company as
at 30.06.19.

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SM Auto Stamping Limited

SECTION VII – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no outstanding (I) criminal proceedings, (II) actions taken by regulatory or statutory
authorities, (III) disciplinary action including penalty imposed by the SEBI or stock exchanges against our Promoters in the last
five financial years, including outstanding action, (IV) claims related to direct and indirect taxes, and (V) other pending litigation
which are determined to be material as per the policy adopted by our Board ("Materiality Policy"), in each case involving our
Company, Promoters and Directors, (the "Relevant Parties").

For the purpose of (V) above, our Board has considered and adopted a policy of materiality for identification of material
litigationin terms of the SEBI (ICDR) Regulations,2018 as amended for disclosure of all pending litigation involving the Issuer, its
directors and promoters, other than criminal proceedings, statutory or regulatory actions and taxation matters where the aggregate
amount involved in such individual litigation exceeds 1% of profit after tax of the Company, as per the last audited standalone
financial statements of the Company or such litigations whose outcome could have a material impact on the business, operations,
prospects or reputations of the Company.

The Company has a policy for identification of Material Outstanding Dues to Creditors in terms of the SEBI(ICDR) Regulations,
2018 as amended for creditors where outstanding due to any one of them exceeds 5.00% of the Company’s trade payables for the
last audited standalone financial statements.

PART 1: CONTINGENT LIABILITIES OF OUR COMPANY

Particulars Amt. (Rs. in lakhs)

Guarantees given by bank on behalf of the company Nil

PART 2: LITIGATION RELATING TO OUR COMPANY

A. FILED AGAINST OUR COMPANY

1. Litigation Involving Criminal Laws

NIL

2. Litigation involving Actions by Statutory/Regulatory Authorities

NIL

3. Litigation involving Tax Liabilities

i. Direct Tax

a. Income Tax

For Assessment Year 2018-19

For A.Y. 2018-19, the Company has an outstanding liability of Rs. 1,90,600/- under Section 143(1)(a) of the Income Tax
Act, 1961, vide demand raised on October 01, 2019 against the Company, as per the information available on the Income
Tax Website.

ii. Indirect Tax

a. VAT

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SM Auto Stamping Limited

For Financial Year 2014-15

The Department of GST has issued a demand notice dated March 28, 2019 under Section 32 of the Maharashtra Value
Added Tax Act, 2002 against SM Auto Stamping Pvt. Ltd wherein a total demand of Rs. 85,173/- has been determined for
the period of F.Y. 2014-15. The Company has made payment of Rs. 46,254/- against such demand under the Settlement of
arrears under the Maharashtra Settlement of Arrears of tax, interest, penalty or late fee Ordinance, 2019 through application
dated June 27, 2019 The matter is pending for disposal.

For Financial Year 2013-14

The Department of GST has issued a demand notice dated March 28, 2019 under Section 32 of the Maharashtra Value
Added Tax Act, 2002 against SM Auto Stamping Pvt. Ltd wherein a total demand of Rs. 176,682/- has been determined for
the period of F.Y. 2013-14. The Company has made payment of Rs. 87,095/- against such demand under the Settlement of
arrears under the Maharashtra Settlement of Arrears of tax, interest, penalty or late fee Ordinance, 2019 through application
dated June 27, 2019 The matter is pending for disposal.

4. Other Pending Litigation

NIL

B. CASES FILED BY OUR COMPANY

1. Litigation Involving Criminal Laws

NIL

2. Litigation involving Actions by Statutory/Regulatory Authorities

NIL

3. Litigation involving Tax Liabilities

NIL

4. Other Pending Litigation

NIL

PART 3: LITIGATION RELATING TO DIRECTORS AND PROMOTERS OF OUR COMPANY

A. LITIGATION AGAINST OUR DIRECTORS AND PROMOTERS

1. Litigation Involving Criminal Laws

Maharashtra State through A.C. Ade v/s Alka Mukund Kulkarni

A Summary Criminal case numbering 7994/2019 was filed against our Promoter Director, Mrs. Alka Mukund Kulkarni
by Maharashtra State through A.C. Ade, under Section 3(1) and 5(1) of the Factories Act, 1948 in the court of Chief
Judicial Magistrate, Nashik on September 24, 2019. However, on account of non availability of case documents, further
details could not be furnished. The next date of hearing in the case is February 07, 2020.

2. Litigation involving Actions by Statutory/Regulatory Authorities

NIL

3. Litigation involving Tax Liabilities

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SM Auto Stamping Limited

i. Direct Tax Liabilities

a. Income Tax

 Mrs. Alka Mukund Kulkarni:-

For Assessment Year 2015-16

For A.Y. 2015-16, Mrs. Alka Mukund Kulkarni has an outstanding liability of Rs. 33,340/- under Section 143(1)(a) of the
Income Tax Act, 1961, vide demand raised on January 14, 2016, as per the information available on the Income Tax
Website.

 Mr. Mukund Narayan Kulkarni

For Assessment Year 2007-08

For A.Y. 2007-08, Mr. Mukund Narayan Kulkarni has an outstanding liability of Rs. 63,001/- under Section 143(1) of the
Income Tax Act, 1961, vide demand raised on January 02, 2009, as per the information available on the Income Tax
Website.

For Assessment Year 2012-13

For A.Y. 2012-13, Mr. Mukund Narayan Kulkarni has an outstanding liability of Rs. 76,850/- under Section 143(1)(a) of
the Income Tax Act, 1961, vide demand raised on January 24, 2014, as per the information available on the Income Tax
Website.

 Mr. Suresh Gunwant Fegde

For Assessment Year 2009-10

For A.Y. 2009-10, Mr. Suresh Gunwant Fegde has an outstanding liability of Rs. 147,710/- under Section 143(1)(a) of the
Income Tax Act, 1961, vide demand raised on February 17, 2011, as per the information available on the Income Tax
Website.

For Assessment Year 2012-13

For A.Y. 2012-13, Mr. Suresh Gunwant Fegde has an outstanding liability of Rs. 96,750/- under Section 143(1)(a) of the
Income Tax Act, 1961, vide demand raised on January 17, 2014, as per the information available on the Income Tax
Website.

For Assessment Year 2013-14

For A.Y. 2013-14, Mr. Suresh Gunwant Fegde has an outstanding liability of Rs. 21,550/- under Section 154 of the Income
Tax Act, 1961, vide demand raised on January 05, 2015, as per the information available on the Income Tax Website.

ii. Indirect Tax Liabilities

NIL

4. Other Pending Litigation

NIL

B. LITIGATION FILED BY OUR DIRECTORS AND PROMOTERS

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SM Auto Stamping Limited

1. Litigation Involving Criminal Laws

NIL

2. Litigation involving Actions by Statutory/Regulatory Authorities

NIL

3. Litigation involving Tax Liabilities

i. Direct Tax Liabilities

NIL

ii. Indirect Tax Liabilities

NIL

4. Other Pending Litigation

NIL

PART 4: AMOUNTS OWED TO SMALL SCALE UNDERTAKINGS AND OTHER CREDITORS

The Board of Directors of our Company considers dues exceeding 5% of our Company’s trade payables for the last audited
standalone financial statements,to small scale undertakings and other creditors as material dues for our Company. As on June 30,
2019, there are 6 creditors to whom our Company owes amounts exceeding 5% of our Company’s Trade Payables and the aggregate
outstanding dues to them being approximately Rs. 545.05 lakhs. Further, our Company has not received any intimation from
suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure, if
any, in relation to amount unpaid as at the year end together with interest payable as required under the said Act have not been
furnished. Therefore, as on June 30, 2019, our Company owes amounts aggregating to Rs. 879.66 lakhs approximately towards
Trade Payables as per Restated Financial Statements, which may or may not include small scale undertakings. There are no disputes
with such entities in relation to payments to be made to them. The details pertaining to amounts due towards such creditors are
available on the website of our Company i.e. www.smautostamping.com.

PART 5: MATERIAL DEVELOPMENTS OCCURING AFTER LAST BALANCE SHEET DATE

Except as disclosed in Chapter titled “Management’s Discussion & Analysis of Financial Conditions & Results of Operations”
beginning on page 191 of this Draft Prospectus, there have been no material developments that have occurred after the Last Balance
Sheet date.

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SM Auto Stamping Limited

GOVERNMENT AND OTHER APPROVALS

Our Company has received the necessary consents, licenses, permissions, registrations and approvals from the Central and State
Governments and other government agencies/ regulatory authorities/ certification bodies required to undertake the Issue or
continue our business activities and except as mentioned below, no further approvals are required for carrying on our present or
proposed business activities.

In view of the approvals listed below, we can undertake the Issue and our current business activities and no further major
approvals from any governmental/ regulatory authority or any other entity are required to be undertaken, in respect of the Issue or
to continue our business activities. It must, however, be distinctly understood that in granting the above approvals, the
Government of India and other authorities do not take any responsibility for the financial soundness of our Company or for the
correctness of any of the statements or any commitments made or opinions expressed in this behalf. Unless otherwise stated, these
approvals are all valid as of the date of this Draft Prospectus.

For details in connection with the regulatory and legal framework within which we operate, see the section titled “Key Regulations
and Policies” at page 106 of this Draft Prospectus.

The main objects clause of the Memorandum of Association of our Company and the objects incidental, enable our Company to
carry out its activities.

The Company has got following licenses/ registrations/ approvals/ consents/ permissions from the Government and various other
Government agencies required for its present business.

I. APPROVALS FOR THE ISSUE

The following approvals have been obtained or will be obtained in connection with the Issue:

Corporate Approvals:

1. The Board of Directors have, pursuant to Section 62(1)(c) of the Companies Act, 2013, by a resolution passed at its meeting
held on December 20, 2019 authorized the Issue, subject to the approval of the shareholders and such other authorities as
may be necessary.

2. The shareholders of our Company have, pursuant to Section 62(1)(c) of the Companies Act, 2013, by a Special Resolution
passed in the Extra Ordinary General Meeting held on December 21, 2019 authorized the Issue.

Approval from the Stock Exchange:

1. In-principle approval dated [●] from the SME Platform of BSE for using the name of the Exchange in the offer documents
for listing of the Equity Shares issued by our Company pursuant to the Issue.

Agreements with NSDL and CDSL:

1. The company has entered into an agreement dated [●] with the Central Depository Services (India) Limited (“CDSL”) and
the Registrar and Transfer Agent, who in this case is, Bigshare Services Pvt. Ltd. for the dematerialization of its shares.

2. Similarly, the Company has also entered into an agreement dated [●] with the National Securities Depository Limited
(“NSDL”) and the Registrar and Transfer Agent, who in this case is Bigshare Services Pvt. Ltd. for the dematerialization of
its shares.

3. The International Securities Identification Number (ISIN) of our Company is [●].

II. APPROVALS PERTAINING TO INCORPORATION, NAME AND CONSTITUTION OF OUR COMPANY

1. Certificate of Incorporation dated 14th August, 2006 issued by the Registrar of Companies, Mumbai, Maharashtra in the
name of “SM Auto Stamping Private Limited”.

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SM Auto Stamping Limited

2. Fresh Certificate of Incorporation dated December 19, 2019 issued by the Registrar of Companies, Mumbai, Maharashtra,
in the name of “SM Autostamping Limited” pursuant to conversion of Company to public limited company.

3. The Corporate Identification Number (CIN) of our Company is U27109MH2006PLC163789.

III. GENERAL APPROVALS

We require various approvals and/ or licenses under various rules and regulations to conduct our business. Some of the
material approvals required by us to undertake our business activities are set out below:

A. INDUSTRIAL AND LABOUR LAW RELATED APPROVALS:

Sr. Registration Date of Date of

Description Applicable laws Authority
No number Certificate Expiry
Factory License Directorate of
(C-13, MIDC, Industrial Safety
February 02, December
1.a Ambad, Nashik, Factories Act, 1948 and Health, 121602592000450
2019 31, 2019
Maharashtra – Government of
422010) Maharashtra
Factory License Directorate of
(J-41, MIDC, Industrial Safety
January 14, December
1.b Ambad, Nashik, Factories Act, 1948 and Health, 121602591000430
2019 31, 2019
Maharashtra – Government of
422010) Maharashtra
Entrepreneurs
‘Memorandum
(Part II) (Plot No.
Micro, Small and
B-198, MIDC, District Industries Valid until
2.a Medium Enterprises 27 020 11 01612 July 07, 2008
Malegaon, Sinnar, Centre, Nashik cancelled
(MSME) Act, 2006
Nashik,
Maharashtra –
422103
Entrepreneurs
‘Memorandum
(Part II) (Plot No. J- Micro, Small and
District Industries Valid until
2.b 41, MIDC, Ambad, Medium Enterprises 27 020 12 01377 March 10, 2008
Centre, Nashik cancelled
Nashik, (MSME) Act, 2006
Maharashtra –
422010
Entrepreneurs
‘Memorandum
(Part II) (Plot No. Micro, Small and
District Industries December 10, Valid until
2.c C-13, MIDC, Medium Enterprises 27 020 11 01177
Centre, Nashik 2007 cancelled
Ambad, Nashik, (MSME) Act, 2006
Maharashtra –
422010
The Foreign trade Foreign Trade
Importer –Exporter Valid until
3. (Development and Development 3109001659 May 01, 2009
Code number cancelled
Regulation) Act, 1992 Officer
Certificate of
Registration
The Employee State Asst/Deputy Valid until
4. (employees covered 36000110780000699 July 26, 2010
Insurance Act, 1948 Director cancelled
– J-41 and C-13,
MIDC, Nashik)

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SM Auto Stamping Limited

Certificate of
Registration (
The Employee State Asst/Deputy February 25, Valid until
5. employees covered 36360110780010699
Insurance Act, 1948 Director 2018 cancelled
- B-198, MIDC,
Sinnar, Nashik
Certificate of
The Employees'
Registration
Provident Funds and See Note 1 Valid until
6. (employees covered - MH/52010/1
Miscellaneous below cancelled
– J-41 and C-13,
Provisions Act, 1952
MIDC, Nashik)
Certificate of
The Employees'
Registration (
Provident Funds and See Note 1 Valid until
7. employees covered - MH/52107/4
Miscellaneous below cancelled
- B-198, MIDC,
Provisions Act, 1952
Sinnar, Nashik
Note 1: Our Company is not in possession of PF registration certificate in its name.

B. TAX RELATED APPROVALS:

Date of Date of
Sr. No Description Applicable laws Authority Registration number
Certificate Expiry
Income Tax
Permanent
Income Tax Act, Department, September 08, Valid until
1. Account Number AAKCS1177K
1961 Government of 2006 cancelled
(PAN)
India
Income Tax
Tax Deduction
Income Tax Act, Department, See Note 1 Valid until
2. Account number NSKS09442G
1961 Government of below cancelled
(TAN)
India
November 14,
The Maharashtra
VAT Registration Sales Tax 2011 (effective Valid till
3. Value Added Tax 27680564114V
Certificate officer, Nashik date :-September cancelled
Act, 2002
29, 2006)
The Central Sales November 14,
Central Sales Tax
tax (Registration and Sales Tax 2011 (effective Valid till
4. Registration 27680564114C
Turnover) Rules, officer, Nashik date :-September cancelled
Certificate
1957 29, 2006)
Goods & Service Central Goods and
Government of Valid till
5. Tax Registration Service Tax Act 27AAKCS1177K1ZX July 28, 2018
India cancelled
Certificate 2017
Excise
Registration
Certificate Assistant
(Plot No. B -198, Central Excise Commissioner Valid till
6.a AAKCS1177KXM001 March 30, 2007
MIDC, Malegaon, Rules, 2002 of Central cancelled
Sinnar, Nashik, Excise, Nashik
Maharashtra –
422103
Excise
Registration
Deputy
Certificate
Central Excise Commissioner Valid till
6.b. (Plot No. C-13, AAKCS1177KXM002 March 31, 2008
Rules, 2002 of Central cancelled
MIDC, Ambad,
Excise, Nashik
Ambed Audyogik
Vasahat, Nashik,

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SM Auto Stamping Limited

Maharashtra –
422010
Excise
Registration
Certificate
Assistant
(Plot No. J-41,
Central Excise Commissioner Valid till
6.c. MIDC, Ambad, AAKCS1177KXM003 March 31, 2007
Rules, 2002 of Central cancelled
Ambed Audhatik,
Excise, Nashik
Vasahat, Nashik,
Maharashtra –
422010
Maharashtra State
DS Department
Tax on Professions,
Professional Tax of Goods and Effective from Valid till
7. Trades, Callings and 27680564114P
Registration Service Tax April 10, 2013 cancelled
Employment Act,
Maharashtra
1975

Note 1: We are not in possession of TAN Certificate, thus the date of issue of TAN certificate cannot be provided.

C. ENVIRONMENTAL LAW RELATED APPROVALS:

Date of Date of
Sr. No Description Applicable law Authority Registration number
Certificate Expiry
Water (Prevention
and Control of
Pollution) Act,
1974, Air
Registration
(Prevention and
certificate for
Control of
(Plot No: C-13, Regional
Pollution) Act, 1981 December
1. MIDC, Ambad, Officer, MPC MPCB/14/03381/53/828 April 11, 2014
and Hazardous 31, 2022
Nashik, Board, Nashik
Wastes
Maharashtra –
(Management ,
422010)
Handling and
Transboundary
Movement) Rules,
2004

D. MISCELLANEOUS APPROVALS:

Date of
Sr. No Description Applicable law Registration number Date of Expiry
Certificate
The Employees' Provident
Registration Valid until
1. Funds and Miscellaneous MH/NSK/52010 January 22, 2003
Certificate cancelled
Provisions Act, 1952
The Legal Metrology Act,
Certificate of 2009 & The Maharashtra September 27, September 27,
2. CLM12651110
Verification Legal Metrology 2019 2020
(Enforcement) Rules, 2011
3. Quality Certifications
Certificate for
Management
3.a System as per - 44 111 081803 001 January 09, 2019 January 08, 2022
IATF 16949: 2016
(Plot No: J-41,

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SM Auto Stamping Limited

MIDC, Ambad,
Nashik,
Maharashtra –
422010)
Certificate
for Management
System as per
IATF 16949: 2016
-
3.b (Plot No: C-13, 44 111 081803 002 January 08, 2019 January 07, 2022
MIDC, Ambad,
Nashik,
Maharashtra –
422010)
Certificate
for Management
System as per
IATF 16949: 2016
- December 31, December 30,
3.c (Plot No. B-198, 44 111 081803 003
2018 2021
Malegaon, MIDC,
Sinnar, Nashik,
Maharashtra –
422113)

IV. Approvals or Licences pending to be applied:

1. NOC for fire Safety from applicable Municipal Corporation body for all three factory units ;

2. Registration of our logo under the Trademarks Act, 1999

3. Verification Certificate under the Legal Metology Act, 2009 & The Maharashtra Legal Metrology (Enforcement) Rules, 2011
for our measuring equipments placed in our two units located at J--41, MIDC, Ambad, Nashik, Maharashtra – 422010 and B-
198, Malegaon, MIDC, Sinnar, Nashik, Maharashtra – 422113

4. Change/Correction in the address of our Company in the ESIC & PF registration certificates/ Department records in respect of
our units situated at J-41 and C-13, MIDC, Ambad, Nashik, Maharashtra – 422010

5. Change of name in all the above approvals from “SM Auto Stamping Private Limited” to “SM Auto Stamping Limited” ;

V. Approvals or Licences pending to be renewed:

1. Renewal of consent to operate under the Water (Prevention and Control of Pollution) Act, 1974, Air (Prevention And Control
Of Pollution) Act, 1981 and renewal of Authorization under the Hazardous & Other Wastes (Management & Transboundary
Movement) Rules, 2016 from Maharashtra Pollution Control Board for our two units located at J-41, MIDC, Ambad, Nashik,
Maharashtra – 422010 and B-198, Malegaon, MIDC, Sinnar, Nashik, Maharashtra – 422113.

VI. Approvals or Licences applied but not received:

1. Our Company has submitted application dated December 06, 2019 to the concerned Authority for renewal of factory licence of
our factory units J-41 and C-13 which are expiring on December 31, 2019.

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 SM Auto Stamping Limited

OUR GROUP COMPANY

As per the SEBI (ICDR) Regulations, 2018, for the purpose of identification of Group Company, our Company has considered
those companies as our Group Company with which there were related party transactions as per the Restated Financial Statements
of our Company in any of the last three financial years & stub period and other Companies as considered material by our Board.
Further, pursuant to a resolution of our Board dated December 20, 2019 for the purpose of disclosure in relation to Group Company
in connection with the Issue, a company shall be considered material and disclosed as a Group Company if such company fulfils
both the below mentioned conditions:-

(i) Such company that forms part of the Promoter Group of our Company in terms of Regulation 2(1)(pp) of the
SEBI(ICDR)Regulations; and

(ii) Our Company has entered into one or more transactions with such company in preceding fiscal or audit period as the case may
be exceeding 10.00% of total revenue of the company as per Restated Financial Statements.

Based on the above, the following Company is only identified as our Group Company:-

1. SM Autovision Private Limited

The details of our Group Company are provided below:

1. SM Autovision Private Limited (“Autovision”)

Corporate Information -

SM AutovisionPrivate Limited was incorporated on March 13, 2012under the provisions of Companies Act, 1956 vide certificate of
incorporation issued by the Registrar of Companies, Mumbai, Maharashtra. The Registered Office of the Company is situated at J-
41, MIDC Ambad, Nashik – 422010, Maharashtra, India.

The Company is engaged in similar line of business of manufacturing of automotive components. SM Autovision Private Limited
was our Subsidiary Company from March 15, 2017 to November 26, 2019. On November 27, 2019, our Company reduced the
equity stake in Autovision from 75.46% to 48% through transfer of 6,04,100 equity shares to its Directors. Thus with effect from
November 27, 2019, Autovision became our Associate Company.

As on date of this Draft Prospectus, our Company holds 10,56,000 Equity shares of face value of Rs. 10/- each of Autovision
constituting 48.00% of its paid up Equity Share Capital.

Further, our Company holds 14,60,000 optionally convertible preference shares of face value of Rs. 10/- each of Autovision
constituting 56.15% of its Preference Share Capital.

CIN U29253MH2012PTC227990
PAN AARCS2239R
Registered Office Address J-41, MIDC Ambad, Nashik – 422010, Maharashtra, India
Board of Directors* Name DIN
Mr. Mukund Narayan Kulkarni 00248797
Mr. Jayant Suresh Fegde 07193063

(Rs. in Lacs, rounded off except per share data)

Audited Financial Information For The Year Ended

March 31, 2019 March 31, 2018 March 31, 2017
Equity Share Capital 220.00 120.00 120.00
Preference Share Capital (Optionally Convertible) 260.00 260.00 260.00
Reserves and Surplus 147.93 43.42 20.88

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SM Auto Stamping Limited

Sales 1794.11 1467.02 887.99

Profit/ (Loss) after tax 104.52 22.53 (176.94)
Basic Earnings per share (face value of Rs. 10 each)
6.08 1.88 (29.79)
(based on Weighted Average number of Shares)
Diluted Earnings per share (face value of Rs. 10
each) (based on Weighted Average number of 2.42 0.59 (20.74)
Shares)
Net asset value per share (Rs) (based on Actual
16.72 13.62 11.74
Number of Shares)
*As on date of this Draft Prospectus

Significant notes of the auditors on Financial Statements for the financial year ended 31stMarch 2017

Extract from the Independent Auditor’s report on the Financial Statements:

For F.Y. 2016-17, the Statutory Auditor has expressed a qualified opinion in its Audit Report on the Financial Statements, which is
mentioned hereunder:

Basis for Qualified Opinion

The records of inventory maintained by the Company are not proper and sufficient to verify the stock declared by the Company.
Consequently, we are unable to determine whether any adjustment to stock amount was necessary.

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

(a) Note 8 & 14 to the financial statements which state that “Trade Payables” and “Trade Receivables” are subject to confirmation.

Note 8: The Company has not classified its creditors as Micro, Small and Medium Enterprises as required under Micro, Small and
Medium Enterprises Development Act, 2006. Information required to be reported under the Act could not therefore be compiled for
verification by Auditor. Trade Payables’ balances are subject to confirmation.

Note 14: Trade Receivables’ balances are subject to confirmation.

Significant notes of the auditors on Financial Statements for the financial year ended 31stMarch 2018

Extract from the Independent Auditor’s report on the Financial Statements:

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

(a) Note 8 & 14 to the financial statements which state that “Trade Payables” and “Trade Receivables” are subject to confirmation.

(b) Note 8 to the financial statements also state that the Company has not classified its creditors as Micro, Small and Medium
Enterprises as required under Micro, Small and Medium Enterprises Development Act, 2006. Information required to be reported
under the Act could not therefore be compiled for verification by Auditor.

(c) Note 13to the financial statements which state that, during the year, Company has changed accounting policy for valuation of
inventory. The amount of duties and taxes is also included in the purchase cost of closing inventory to comply with Income
Computation and Disclosure Standards as prescribed under Income Tax Law.

Note 14: Trade Receivables’ balances are subject to confirmation.

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SM Auto Stamping Limited

Significant notes of the auditors on Financial Statements for the financial year ended 31stMarch 2019

Extract from the Independent Auditor’s report on the Financial Statements:

Note 5.1:- Creditors balances are subject to confirmation, reconciliation and consequential adjustments.

Note 8.2:- Trade payables’ balances are subject to confirmation, reconciliation and consequential adjustments.

Note 14:- The Company has policy to include the amount of duties and taxes in the purchase cost of closing inventory to comply
with Income Computation and Disclosure Standards as prescribed under Income Tax Law. Thereby, profit of the Company is over
stated by an amount of Rs. 38,30,916 for the financial year 2018-19 and by Rs. 39,41,027 for F.Y. 2017-18.

Note 15:- Trade Receivables’ balances are subject to confirmation, reconciliation and consequential adjustments.

The shareholding pattern of SM AutovisionPrivate Limited as on the date of this Draft Prospectus is as mentioned below:-

Sr. No. Name of Shareholders No. of shares % Percentage

1. Mr.Mukund Narayan Kulkarni 7,62,738 34.67

2. Mr.Jayant Suresh Fegde 3,81,258 17.33
3. SM Auto Stamping Private Limited 10,56,000 48.00
4. Mrs.LataGirishankarpatil 1 0.00
5. Mr.Ulhas Ramdas Mahajan 1 0.00
6. Mrs.DipaliUlhasMahajan 1 0.00
7. Mr.Girishankar Baliram Patil 1 0.00
Total 22,00,000 100.00

Other Confirmations

As on the date of this Draft Prospectus, SM Autovision Private Limited is ourAssociate Company. Our Promoter, Mr. Mukund
Narayan Kulkarniis also the Director in SM Autovision Private Limited. SM Autovision Private Limited is an unlisted private
limited Company and it has not made any public issue (including any rights issue to the public) in the preceding three financial
years. The Company is neither a sick Company nor is under winding up.

There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences
against the Company.

Loss Making Company

Our Group Company, SM Autovision Private Limited has incurred losses in the F.Y. 2016-17. For details, please refer to page 214
of this Draft Prospectus.

Negative Net-worth Company

The group company determined by our Board does not have a Negative Net-worth.

Litigations

Our Group Companydoes not have any pending litigation which will have material impact on our Company.

Nature and Extent of Interest of Group Company

a) In the promotion of our Company :

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Our Group Company does not have any interest in the promotion of our Company.

b) In the properties acquired or proposed to be acquired by our Company in the past two years before filing the Prospectus with
stock exchange:

Our Group Company does not have any interest in the properties acquired or proposed to be acquired by our Company in the
past two years before filing the Draft Prospectus with Stock Exchange.

c) In transactions for acquisition of land, construction of building and supply of machinery

Our Group Company does not have any interest in any transactions for the acquisition of land, construction of building or
supply of machinery.

Common Pursuits/Conflict of Interest

Our Group Company, SM Autovision Private Limited is engaged in the same line of business as our Company.

As on the date of this Draft Prospectus, we cannot assure that our Promoters, Promoter Group/Group Entities will not promote any
new entity in the similar line of business and will not favor the interests of the said entities over our interest or that the said entities
will not expand their businesses which may increase our chances of facing competition. This may adversely affect our business
operations and financial condition of our Company.

We shall adopt the necessary procedures and practices as permitted by law to address any conflicting situations, as and when they
may arise.

Defunct / Strike-off Company

Our Group Companyhas not remained defunct and no application has been made to the RoC for striking off the name of SM
AutovisionPrivate Limitedduring the five years preceding the date of this Draft Prospectus.

Undertaking / confirmations

None of our Promoters or Promoter Group or Group Company or person in control of our Company has been

i. Prohibited from accessing or operating in the capital market or restrained from buying, selling or dealing in securities
under any order or direction passed by SEBI or any other authority; or

ii. Refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad.

None of our Promoters, person in control of our Company or have ever been a Promoter, Director or person in control of any other
Company which is debarred from accessing the capital markets under any order or direction passed by the SEBI or any other
authority.

Further, neither our Promoters, the relatives of our individual Promoters (as defined under the Companies Act) nor our Group
Company /Promoter Group entities have been declared as a willful defaulter by the RBI or any other government authority and there
are no violations of securities laws committed by them or any entities they are connected with in the past and no proceedings for
violation of securities laws are pending against them.

None of our Promoters, Promoter Group or the Group Company has become sick Companies under the SICA and no application has
been made in respect of any of them, to the Registrar of Companies for striking off their names. Further no winding up proceedings
have been initiated against the Promoters or the Group Company.

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SM Auto Stamping Limited

OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

Corporate Approvals

Our Board has approved the Issue pursuant to the resolution passed at its meeting held on December 20, 2019 and our Shareholders
have approved the Fresh Issue pursuant to the resolution passed at their meeting held on December 21, 2019 under Section 62(1)(c)
of the Companies Act, 2013.

In-principle Approval

Our Company has obtained in-principle approval from the SME Platform of BSE for using its name in this Draft Prospectus/
Prospectus pursuant to an approval letter dated [●] BSE, which is the Designated Stock Exchange.

Prohibition by SEBI, RBI or governmental authorities

We confirm that our Company, our Promoters, our Promoters Group, our Directors, person(s) in control of the promoter, our Group
Companiesor the natural person(s) in control of our Company are not prohibited from accessing the capital market or debarred from
buying, selling or dealing in securities under any order or direction passed by the Board or any securities market regulator in any
other jurisdiction or any other authority/court

The companies, with which our Directors are or were associated as promoter, directors or persons in controlare not prohibited or
debarred from accessing capital markets under any order or direction passed by SEBI or any other regulatory authority.

None of our Directors or the entities that our Directors are associated with as promoters or directors are inany manner associated
with the securities market and there has been no action taken by the SEBI against our Directors or any entity in which our Directors
areassociated with as promoters or directors.

Prohibition with respect to wilful defaulters

Neither our Company, our Promoters, our Directors, Group Companies, relatives (as per Companies Act, 2013) of Promoters or the
person(s) in control of our Company have been identified as wilful defaulters as defined by the SEBI ICDR Regulations, 2018.

Compliance with the Companies (Significant Beneficial Ownership) Rules, 2018

Under the SBO Rules certain persons who are ‘significant beneficial owners’, are required to intimate their beneficial
holdings to our Company in Form no. BEN-1. As on date of Draft Prospectus, there are no such significant beneficial owners in
our Company.

Eligibility for the Issue

Our Company is eligible in terms of Regulations 230 of SEBI (ICDR) Regulations for this issue.

Our Company is an "Unlisted Issuer" in terms of the SEBI (ICDR) Regulations; and this issue is an Initial Public Offer in terms of
the SEBI (ICDR) Regulations.

Our Company is eligible for the Issue in accordance with Regulation 229(2) and other provisions of Chapter IX of the SEBI (ICDR)
Regulations, as we are an Issuer whose post issue paid up capital is more than ten crore rupees and upto twenty five crore rupees
and we may hence issue Equity Shares to the public and propose to list the same on the Small and Medium Enterprise Exchange (in
this case being the "SME Platform of BSE").

We confirm that:

1. In accordance with Regulation 260 of the SEBI (ICDR) Regulations, this issue will be 100% underwritten and that the LM to the
Issue shall underwrite minimum 15% of the Total Issue Size. For further details pertaining to said underwriting please refer to

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section titled "General Information – Underwriting" beginning on page 51 of this Draft Prospectus.

2. In accordance with Regulation 268 of the SEBI (ICDR) Regulations, we shall ensure that the total number of proposed allotteesin
the Issue shall be greater than or Equal to fifty (50), otherwise, the entire application money will be unblocked forthwith. If such
money is not repaid within eight (8) Working Days from the date our Company becomes liable to repay it, then our Company and
every officer in default shall, on and from expiry of eight (8) Working Days, be liable to repay such application money, with an
interest at the rate as prescribed under the Companies Act 2013.

3. In terms of Regulation 246(5) of the SEBI (ICDR) Regulations, we shall ensure that our Lead Manager submits a copy of the
Prospectus along with a Due Diligence Certificate including additional confirmations as required to SEBI at the time of filing the
Prospectus with Stock Exchange and the Registrar of Companies. Further, in terms of Regulation 246(2), SEBI shall not issue
observation on the Draft Prospectus/ Prospectus.

4. In accordance with Regulation 261(1) of the SEBI (ICDR) Regulations, we hereby confirm that we will enter into an agreement
with the Lead Manager and with Market Maker to ensure compulsory Market Making for a minimum period of three (3) years from
the date of listing of Equity Shares on the SME Platform of BSE. For further details of the arrangement of market making please
refer to section titled "General Information – Details of the Market Making Arrangements for this Issue" beginning on page 51 of
this Draft Prospectus.

We further confirm that we shall be complying with all the other requirements as laid down for such an issue under Chapter IX of
SEBI (ICDR) Regulations, as amended from time to time and subsequent circulars and guidelines issued by SEBI and the Stock
Exchange.

1. Our Company shall mandatorily facilitate trading in Demat securities and has entered into an agreement with both the
depositories.

2. Our Company has a website i.e. https://www.smautostamping.com

We confirm that we comply with all the below requirements / conditions so as to be eligible to be listed on the SME Platform of
the BSE:-

3. Our Company was originally incorporated as “SM Auto Stamping Private Limited” on August 14, 2006 vide Registration no.
163789 (CIN: U27109MH2006PTC163789) under the provisions of the Companies Act, 1956 with the Registrar of Companies,
Mumbai. Further, pursuant to Special Resolution passed by the shareholders at the Extra Ordinary General Meeting held on
December 05, 2019, our company was converted into a Public Limited Company and consequently the name of our Company
was changed from “SM Auto Stamping Private Limited” to “SM Auto Stamping Limited” vide a fresh Certificate of
Incorporation dated December 19, 2019 issued by the Registrar of Companies, Mumbai. The Corporate Identification Number
of our Company post conversion is U27109MH2006PLC163789.

4. The post issue paid up capital of the company will be 1,42,87,832 shares of face value of ` 10/- aggregating up to `1428.78
lakhs which is less than ` 25 Crores.

5. The Company has a track record of atleast 3 years as on the date of filling Draft Prospectus.

6. The net tangible asset of the Company as on June 30, 2019 was Rs. 5164.96 lakhs, which is above Rs. 3 crores.

7. The Company has positive cash accruals (earnings before depreciation and tax) from operations for at least 2 financial years
preceding the application and its net-worth as on June 30, 2019 is positive.
(In Rs. Lacs)
Particular Period ending June 30, 2019 Year ending March 31, 2019 Year ending March 31, 2018
Net worth 1139.01 1120.62 855.22
Earnings before depreciation
87.74 482.76 341.47
and tax

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8. Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).

9. There is no winding up petition against the Company, which has been admitted by the court or a liquidator has not been
appointed.

10. No material regulatory or disciplinary action by a stock exchange or regulatory authority in the past three years against the
company.

11. Our Company confirms that there is no material regulatory or disciplinary action by a stock exchange or regulatory authority in
the past one year in respect of promoters, Group Companies, companies promoted by the promoters of the company.

12. The directors of the issuer are not associated with the securities market in any manner, and there is no outstanding action
against them initiated by the Board in the past five years.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF DRAFT OFFER DOCUMENT / OFFER

DOCUMENT TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE
DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT
TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT
FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS
MADE OR OPINIONS EXPRESSED IN THE DRAFT OFFER DOCUMENT / OFFER DOCUMENT.THE LEAD
MANAGER, HEM SECURITIES LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE OFFER
DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (ISSUE OF CAPITAL
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 IN FORCE FOR THE TIME BEING. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING
INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY RESPONSIBLE FOR
THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE DRAFT
OFFER DOCUMENT/ OFFER DOCUMENT, THE LEAD MANAGER, HEM SECURITIES LIMITED IS EXPECTED
TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGESITS RESPONSIBILITY
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MANAGER, HEM SECURITIES
LIMITED, HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED DECEMBER 31, 2019 IN THE
FORMAT PRESCRIBED UNDER SCHEDULE V(A)OF THE SEBI (ICDR),REGULATION 2018.

The filing of this Draft Prospectus does not, however, absolve our company from any liabilities under the Companies Act, 2013 or
from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed Issue. SEBI
further reserves the right to take up at any point of time, with the LM any irregularities or lapses in the Draft Prospectus/ Prospectus.

All legal requirements pertaining to the Issue will be complied with at the time of registration of the Prospectus with the Registrar
of Companies, Mumbai in terms of sections 32 of the Companies Act, 2013.

Statement on Price Information of Past Issues handled by Hem Securities Limited:

Issue name Issue Issue Listing Opening +/-% change +/- % change +/- % change
Sr. size (Rs Price date Price on in closing in closing in closing
No. in Cr.) (Rs.) listing price, [+/- % price, [+/- % price, [+/- %
date change in change in change in
closing closing closing
benchmark]- benchmark]- benchmark]-
30th calendar 90th calendar 180th calendar
days from days from days from
listing listing listing

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SM Auto Stamping Limited

Hindcon Chemicals 7.728 28.00

March 09, 33.60 [6.61%] -8.93% -28.57%
1.
Limited 2018 [1.49%] [5.29%] [12.22%]
Tara Chand Logistic 20.46 55.00 March 23, 49.00 -12.73% 16.67% -43.64%
2.
Solutions Limited 2018 [-5.87%] [7.43%] [12.37%]
Dhruv Consultancy 23.1984 54.00 May 10, 53.40 -0.19% -12.58% -29.63%
3. Services Limited 2018 [0.67%] [6.77%] [-0.72%]
Sonam Clock Limited 10.1088 36.00 June 14, 37.00 2.50% 2.50% 4.17%
4.
2018 [1.18%] [5.20%] [-2.40%]
Parin Furniture Limited 18.90 63.00 October 64.00 0.79% 7.30% 8.65%
5.
09, 2018 [2.75%] [4.57%] [13.25%]
Kritika Wires Limited 15.3984 32.00 October 34.10 9.38% 28.75% 3.13%
6.
10, 2018 [1.20%] [4.57%] [10.94%]
Mindpool Technologies 3.6 30.00 February 30.00 -28.00% -38.17% -34.00%
7.
Limited 28, 2019 [8.12%] [9.90%] [3.00%]
April 30, 13.03% 195% 113.52%
8. V R Films Limited 2.27 61.00 62.00
2019 [1.72%] [-5.00%] [4.89%]
9. May 13, 188.46 % 299% 218.46%
Evans Electric Limited 1.93 52.00 52.20
2019 [6.83%] [-2.00%] [8.72%]
10. Earum Pharmaceuticals 6.65 36.00 July 04,
36.00
25.00% -16.67%
N.A
Limited 2019 [-9.00%] [-4.51%]
Source: Price Information www.bseindia.com &www.nseindia.com , Issue Information from respective Prospectus.

Summary statement of Disclosure:

Financial Total Total No. of IPOs No. of IPOs trading No. of IPOs trading No. of IPOs trading at
Year no. of amount of trading at at Premium- 30th at discount- 180th Premium- 180th
IPOs funds discount- 30th calendar days from calendar days from calendar days from
raised (Rs. calendar days listing listing listing
Cr.) from listing
Over Bet Les Ove Betwe Less Over Betw Les Over Betw Less
50% wee s r en 25- than 50% een s 50% een than
n tha 50% 50% 25% 25- than 25- 25%
25- n 50% 25 50%
50% 25 %
%
2017-18 16(2) 234.21 - 1 4 6 2 3 - 2 3 5 3 3
2018-19 5(3) 71.205 - 1 1 - - 3 - 1 - - - 3
2019-20 3(4) 10.85 - - - 1 - 2 - - - 2 - -

(1) The Scrips of Dev Information Technology Limited, VadivarheSpeciality Chemicals Limited, Globe Textiles (India) Limited,
Accord Synergy Limited, Captain Technocast Limited, Shanti Overseas (India) Limited, Surevin BPO Services Limited, Pashupati
Cotspin Limited, Share India Securities Limited, RKEC Projects Limited, D. P. Abhushan Limited, ANI Integrated Services Limited,
Dynamic Cables Limited, Vasa Retail and Overseas Limited, Hindcon Chemicals Limited and Tara Chand Logistic Solutions
Limited was listed on April 17, 2017, June 02, 2017, June 23, 2017, July 06, 2017 August 01, 2017, August 03, 2017, August 09,
2017,September 08, 2017, October 05, 2017, October 09, 2017, October 23, 2017, November 20, 2017, December 14, 2017,
February 06, 2018, March 09, 2018 and March 23, 2018 respectively.

(2) The scrip of Dhruv Consultancy Services Limited and Sonam Clock Limited were listed on May 10, 2018 and June 14, 2018.
Parin Furniture Limited, Kritika Wires Limited and Mindpool Technologies Limitedwere listed on October 09, 2018,October 10,
2018 and February 28,2019 respectively.

(3) The scrip of V R Films & Studios Limited, Evans Electric Limited and Earum Pharmaceuticals Limited were listed on April 30,
2019, May 13, 2019 and July 04, 2019 respectively. Further, the scrip of Earum Pharmaceuticals Limited has not completed its
180th day from the date of its listing.

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SM Auto Stamping Limited

Note:
a) Based on date of listing.
b) BSE SENSEX and CNX NIFTY has been considered as the benchmark index.
c) Prices on BSE/NSE are considered for all of the above calculations.
d) In case 30th /90th /180th day is not a trading day, closing price on BSE/NSE of the next trading day has been considered.
e) In case 30th /90th /180th day, scrips are not traded then last trading price has been considered.
f) N.A. – Period not completed.
g) As per SEBI Circular No. CIR/CFD/DIL/7/2015 dated October 30, 2015, the above table should reflect max. 10 issues
(initial public offerings managed by the lead manager. Hence, disclosures pertaining to recent 10 issues handled by lead
manager are provided.

Track Record of past issues handled by Hem Securities Limited

For details regarding track record of LM to the Issue as specified in the Circular reference no. CIR/MIRSD/1/2012 dated January
10, 2012 issued by the SEBI, please refer the website of the LM at: www.hemsecurities.com.

Disclaimer from our Company and the Lead Manager

Our Company, the Directors and the Lead Manager accept no responsibility for statements made otherwise than those contained in
this Draft Prospectus or, in the advertisements or any other material issued by or at the instance of the Company and anyone placing
reliance on any other source of information would be doing so at their own risk.

The LM accept no responsibility, save to the limited extent as provided in the Agreement entered between the LM (Hem securities
Limited), and our Company on December 23, 2019 and the Underwriting Agreement dated [●] entered into between the
Underwriter, and our Company and the Market Making Agreement dated [●] entered into among the Market Maker and our
Company.

All information shall be made available by our Company, and the Lead Manager to the public and investors at large and no selective
or additional information would be available for a section of the investors in any manner whatsoever including at road show
presentations, in research or sales reports, at collection centres or elsewhere.

The Lead Manager and their respective associates and affiliates may engage in transactions with, and perform services for, our
Company, our Promoter Group, Group Companies, or our affiliates or associates in the ordinary course of business and have
engaged, or may in future engage, in commercial banking and investment banking transactions with our Company, our Promoter
Group, Group Companies, and our affiliates or associates for which they have received and may in future receive compensation.

Note

Investors who apply in the Issue will be required to confirm and will be deemed to have represented to our Company, and the
Underwriter and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable
laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company and will not offer, sell, pledge or
transfer the Equity Shares of our Company to any person who is not eligible under applicable laws, rules, regulations, guidelines
and approvals to acquire Equity Shares of our Company. Our Company, the Underwriter and their respective Directors, officers,
agents, affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is
eligible to acquire the Equity Shares in the Offer.

Disclaimer in Respect of Jurisdiction

This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are majors, HUFs,
companies, corporate bodies and societies registered under applicable laws in India and authorized to invest in shares, Indian mutual
funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, cooperative banks (subject to RBI
permission), or trusts under applicable trust law and who are authorized under their constitution to hold and invest in shares, public
financial institutions as specified in Section 2(72) of the Companies Act, 2013, VCFs, state industrial development corporations,
insurance companies registered with the Insurance Regulatory and Development Authority, provident funds (subject to applicable
law) with a minimum corpus of ₹2,500.00 Lakhs and pension funds with a minimum corpus of ₹2,500.00 Lakhs, and permitted non-
residents including FIIs, Eligible NRIs, multilateral and bilateral development financial institutions, FVCIs and eligible foreign

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investors, insurance funds set up and managed by army, navy or air force of the Union of India and insurance funds set up and
managed by the Department of Posts, India provided that they are eligible under all applicable laws and regulations to hold Equity
Shares of our Company. This Draft Prospectus does not, however, constitute an offer to sell or an invitation to subscribe for Equity
Shares offered hereby in any jurisdiction other than India to any person to whom it is unlawful to make an offer or invitation in such
jurisdiction. Any person into whose possession this Draft Prospectus comes is required to inform himself or herself about, and to
observe, any such restrictions. Any dispute arising out of this Issue will be subject to jurisdiction of the competent court(s) in
Nashik,India only.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose.
Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and this Draft Prospectusmay
not be distributed in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the
delivery of this Draft Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been
no change in the affairs of our Company from the date hereof or that the information contained herein is correct as of any time
subsequent to this date.

Disclaimer Clause of the SME Platform of BSE

As required, a copy of this Draft Prospectusshall be submitted to BSE.BSE has given vide its letter [●] permission to the Issuer to
use the Exchange’s name in the Offer Document as one of the stock exchanges on which this Issuer’s securities are proposed to be
listed. The Exchange has scrutinized draft offer document for its limited internal purpose of deciding on the matter of granting the
aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by BSE should not in any
way be deemed or construed that the offer document has been cleared or approved by BSE; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant that this Issuer’s
securities will be listed or will continue to be listed on the Exchange; nor does it take any responsibility for the financial or other
soundness of this Issuer, its Promoter, its management or any scheme or project of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry,
investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be
suffered by such person consequent to or in connection with such subscription /acquisition whether by reason of anything stated or
omitted to be stated herein or any other reason whatsoever.

Disclaimer Clause under Rule 144A of the U.S. Securities Act

The Equity Shares have not been, and will not be, registered under the U.S. Securities Act 1933, as amended (the "Securities Act")
or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or
benefit of, "U.S. persons" (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares will be offered and
sold outside the United States in compliance with Regulation S of the Securities Act and the applicable laws of the jurisdiction
where those offers and sales occur. The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any
other jurisdiction outside India and may not be offered or sold, and Applications may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Further, each Applicant where required agrees that such Applicant will not sell or transfer any Equity Shares or create any economic
interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any
similar security, other than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with applicable laws and legislations in each jurisdiction, including India.

Filing

This Draft Prospectus is being filed with BSE Limited, Exchange Plaza, 25th Floor, P J Towers, Dalal Street, Mumbai, Maharashtra
- 400001 India.

Pursuant to Regulation 246(5) of SEBI (ICDR) Regulations, 2018, the copy of the Draft Prospectus shall also be furnished to the
SEBI in a soft copy. However, SEBI will not issue any observation on the Draft Prospectus in terms of Regulation 246(2) of the
SEBI (ICDR) Regulations, 2018. Pursuant to SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a
copy of the Draft Prospectus and Prospectus will be filed online through SEBI Intermediary portal at https:\\siportal.sebi.gov.in.

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SM Auto Stamping Limited

A copy of the Prospectus, along with the documents required to be filed, will be delivered for registration to the RoC in accordance
with Section 32 of the Companies Act, 2013, and a copy of theProspectus, required to be filed under Section 26 of the Companies
Act, 2013 would be delivered for registration to the Registrar of Companies, Mumbai 100, Everest, Marine Drive Mumbai- 400002,
India.

Listing

The Equity Shares of our Company are proposed to be listed on SME Platform of BSE. Our Company has obtained in-principle
approval from BSE by way of its letter dated [●] for listing of equity shares on SME Platform of BSE (BSE SME).

BSE will be the Designated Stock Exchange, with which the Basis of Allotment will be finalized for the Issue. If thepermission to
deal in and for an official quotation of the Equity Shares on the SME Platform is not granted by BSE, our Company shall forthwith
repay, all moneys received from the applicants in pursuance of this Prospectus. If such money is not repaid within the prescribed
time then our Company becomes liable to repay it, then our Company and every officer in default shall, shall be liable to repay such
application money, with interest, as prescribed under the applicable law.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at
the SME Platform of BSE mentioned above are taken within Six (6) Working Days of the Issue Closing Date. If Equity Shares are
not Allotted pursuant to the Issue within Six (6) Working Days from the Issue Closing Date or within such timeline as prescribed by
the SEBI, our Company shall repay with interest all monies received from applicants, failing which interest shall be due to be paid
to the applicants at the rate of 15% per annum for the delayed period.

Impersonation

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013
which is reproduced below:

Any person who-

a) Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities;
or

b) Makes or abets making of multiple applications to a company in different names or in different combinations of his name
or surname for acquiring or subscribing for its securities; or

c) Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other
person in a fictitious name,

Shall be liable to action under section 447 of the Companies, Act 2013

Consents

Consents in writing of Our Directors, Our Promoters, Our Company Secretary & Compliance Officer, Chief Financial Officer, Our
Statutory Auditor, Our Banker to the Company, Lead Manager, Registrar to the Issue, Banker to the Issue*, Legal Advisor to the
Issue, Sponsor Bank*, Underwriter to the Issue* and Market Maker to the Issue* to act in their respective capacities have been be
obtained as required under section 26 and 32 of the Companies Act, 2013 and shall be filed along with a copy of the Prospectus with
the RoC, as required under Sections 32 of the Companies Act, 2013 and such consents will not be withdrawn up to the time of
delivery of the Prospectus for registration with the RoC.

*The aforesaid will be appointed prior to filing of Prospectus with RoC and their consents as above would be obtained prior to the
filing of the Prospectus with RoC.

In accordance with the Companies Act and the SEBI (ICDR) Regulations, 2018, M/s. Milind M. Kulkarni and Associates, Chartered
Accountants, Statutory Auditor of the Company has agreed to provide their written consent to the inclusion of their respective
reports on Statement of Possible Tax Benefits relating to the possible tax benefits and restated financial statements as included in

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this Draft Prospectus/ Prospectus in the form and context in which they appear therein and such consent and reports will not be
withdrawn up to the time of delivery of the Prospectus for registration with the RoC.

Experts Opinion

Except for the reports in the section titled “Financial Statements and “Statement of Tax Benefits” on page 133 and 85 respectively
of this Draft Prospectus from the Statutory Auditor, our Company has not obtained any expert opinions. However, the term “expert”
shall not be construed to mean an “expert”" as defined under the U.S. Securities Act 1933.

Fees, Brokerage and Selling Commission payable

The total fees payable to the Lead Manager will be as per the (i) Agreement dated December 23, 2019 with the Lead Manager, (ii)
the Underwriting Agreement dated [●] with the Underwriter and (iii) the Market Making Agreement dated [●] with the Market
Maker, a copy of which is available for inspection at our Corporate Office from 10.00am to 5.00 pm on Working Days from the date
of the Draft Prospectus until the Issue Closing Date.

Fees Payable to the Registrar to the Issue

The fees payable to the Registrar to the Issue for processing of applications, data entry, printing of CAN, tape and printing of bulk
mailing register will be as per the agreement between our Company, and the Registrar to the Issue dated December 23, 2019 a copy
of which is available for inspection at our Company’s Registered Office.

The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery, postage, stamp duty, and
communication expenses. Adequate funds will be provided to the Registrar to the Issue to enable it to send allotment advice by
registered post/speed post.

Particulars regarding Public or Rights Issues during the last five (5) years

Our Company has not made any previous public or rights issue in India or Abroad the five (5) years preceding the date of this Draft
Prospectus.

Previous issues of Equity Shares otherwise than for cash

For detailed description please refer to the section titled "Capital Structure” beginning on page 55 of this Draft Prospectus.

Underwriting Commission, brokerage and selling commission on Previous Issues

Since this is the initial public offering of our Company’s Equity Shares, no sum has been paid or has been payable as commission or
brokerage for subscribing for or procuring or agreeing to procure subscription for any of the Equity Shares since our incorporation.

Previous capital issue during the last three years by listed Group Companies of our Company

None of our Group Companies are listed. Further, none of our Group Companies have made any capital issue of securities in the
preceding three years.

Performance vis-à-vis objects

Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, and this Issue is an “Initial Public Offering” in
terms of the SEBI (ICDR) Regulations. Therefore, data regarding promise versus performance is not applicable to us.

Outstanding Debentures or Bond Issues or Redeemable Preference Shares

As on the date of this Draft Prospectus, our Company has no outstanding debentures, bonds or redeemable preference shares.

Partly Paid-Up Shares

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As on the date of this Draft Prospectus, there are no partly paid-up Equity Shares of our Company.

Outstanding Convertible Instruments

Our Company does not have any outstanding convertible instruments as on the date of filing this Draft Prospectus.

Option to Subscribe

a. Investors will get the allotment of specified securities in dematerialization form only.

b. The equity shares, on allotment, shall be traded on stock exchange in Demat segment only.

Stock Market Data for our Equity Shares

Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, and this Issue is an “Initial Public Offering” in
terms of the SEBI (ICDR) Regulations. Thus there is no stock market data available for the Equity Shares of our Company.

Investor Grievances and Redressal System

The agreement between the Registrar to the Issue, our Company provides for retention of records with the Registrar to the Issue for
a period of at least three (3) years from the last date of dispatch of the letters of allotment and Demat credit to enable the investors to
approach the Registrar to the Issue for redressal of their grievances.

We hereby confirm that there is no investor complaints received during the three years preceding the filing of this Draft Prospectus.
Since there is no investor complaints received, none are pending as on the date of filing of this Draft Prospectus.

Investors may contact the LM for any complaint pertaining to the Issue. All grievances, may be addressed to the Registrar to the
Issue, with a copy to the relevant Designated Intermediary, where the Bid cum Application Form was submitted, quoting the full
name of the sole or first Applicant, Bid cum Application Form number, Applicants‘ DP ID, Client ID, PAN, address of the
Applicant, number of Equity Shares applied for, date of Bid cum Application Form, name and address of the relevant Designated
Intermediary, where the Bid was submitted and ASBA Account number in which the amount equivalent to the Bid Amount was
blocked. Further, the Applicant shall enclose the Acknowledgement Slip or provide the acknowledgement number received from the
Designated Intermediaries in addition to the documents/information mentioned hereinabove. Our Company, LM and the Registrar
accept no responsibility for errors, omissions, commission of any acts of the Designated Intermediaries, including any defaults in
complying with its obligations under the SEBI ICDR Regulations.

Disposal of Investor Grievances by our Company

Our Company estimates that the average time required by our Company or the Registrar to the Issue for the redressal of routine
investor grievances shall be within 15 Working Days from the date of receipt of the complaint. In case of complaints that are not
routine or where external agencies are involved, our Company will seek to redress these complaints as expeditiously as possible.

Our Company has appointed Mrs. PriyaAnujKhadilkar, Company Secretary, as the Compliance Officer to redress complaints, if
any, of the investors participating in the Issue. For details, see “General Information” on page 47 of this Draft Prospectus.

Our Board by a resolution on December 20, 2019 constituted a Stakeholders Relationship Committee. For further details, please
refer to section titled "Our Management" beginning on page 116 of this Draft Prospectus.

Investors can contact the Compliance Officer or the Registrar in case of any pre-Issue or post-Issue related problems such as non-
receipt of letters of allocation, credit of allotted Equity Shares in the respective beneficiary account etc.

Pursuant to the press release no. PR. No. 85/2011 dated June 8, 2011, SEBI has launched a centralized web based complaints
redress system "SCORES". This would enable investors to lodge and follow up their complaints and track the status of redressal of
such complaints from anywhere. For more details, investors are requested to visit the website www.scores.gov.in.

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Status of Investor Complaints

We confirm that we have not received any investor compliant during the three years preceding the date of this Draft Prospectus and
hence there are no pending investor complaints as on the date of this Draft Prospectus.

Disposal of investor grievances by listed companies under the same management as our Company

We do not have any listed company under the same management.

Capitalization of Reserves or Profits

Save and except as stated in “Capital Structure” on page 55 of this Draft Prospectus, our Company has not capitalized its reserves
or profits at any time since inception.

Revaluation of assets

Our Company has not revalued its assets since incorporation.

Servicing Behavior

There has been no default in payment of statutory dues or of interest or principal in respect of our borrowings or deposits.

Payment or benefit to officers of Our Company

Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our Company is
entitled to any benefit upon termination of his employment in our Company or superannuation. Except as disclosed under sections
titled "Our Management"; and "Related Party Transactions" beginning on page 116 and 172 respectively, none of the beneficiaries
of loans and advances and sundry debtors are related to the Directors of our Company.

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SECTION VIII – ISSUE RELATED INFORMATION

TERMS OF THE ISSUE

The Equity Shares being Issued are subject to the provisions of the Companies Act, SCRA, SCRR, SEBI (ICDR) Regulations, the
SEBI Listing Regulations, our Memorandum and Articles of Association, the terms of the Prospectus, this Draft Prospectus, the
abridged prospectus, any addendum/corrigendum thereto, Application Form, any Confirmation of Allocation Note (“CAN”), the
Revision Form, Allotment advices, and other terms and conditions as may be incorporated in the Allotment advices and other
documents/certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to all applicable laws,
guidelines, rules, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time
to time by SEBI, the GoI, the Stock Exchange, the RoC, the RBI and/or other authorities, as in force on the date of the Issue and to
the extent applicable or such other conditions as may be prescribed by SEBI, RBI, the GoI, the Stock Exchange, the RoC and/or any
other authorities while granting its approval for the Issue.

Please note that, in terms of the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 and SEBI/HO/CFD/DIL2/CIR/P/2018/138,
SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 01, 2018 read with SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28,
2019 and SEBI Circular (SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, all potential investors shall participate
in the Issue only through an Application Supported by Blocked Amount (ASBA) process including through UPI mode (as
applicable) by providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (SCSBs) for the
same.

Further vide the said circular Registrar to the Issue and Depository Participants have been also authorised to collect the
Application forms. Investor may visit the official website of the concerned for any information on operationalization of this facility
of form collection by the Registrar to the Issue and Depository Participants as and when the same is made available.

Authority for the Issue

The present Public Issue of 38,40,000Equity Shares which have been authorized by a resolution of the Board of Directors of our
Company at their meeting held on December 20, 2019 and was approved by the Shareholders of the Company by passing Special
Resolution at the Extra-ordinary General Meeting held on December 21, 2019 in accordance with the provisions of Section 62(1)(c)
of the Companies Act, 2013.

Ranking of Equity Shares

The Equity Shares being issued shall be subject to the provisions of the Companies Act, 2013 and our Memorandum and Articles of
Association and shall rank pari-passu in all respects with the existing Equity Shares of our Company including in respect of the
rights to receive dividends and other corporate benefits, if any, declared by us after the date of Allotment.

For further details, please refer to "Main Provisions of Articles of Association of the Company"on page 259 of the Draft Prospectus.

Mode of Payment of Dividend

The declaration and payment of dividend will be as per the provisions of Companies Act, the Articles of Association, the provision
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and recommended by the Board of Directors and
the Shareholders at their discretion and will depend on a number of factors, including but not limited to earnings, capital
requirements and overall financial condition of our Company. We shall pay dividends in cash and as per provisions of the
Companies Act. For further details, please refer to “Dividend Policy” on page 132 of the Draft Prospectus.

Face Value and Issue Price

The Equity Shares having a Face Value of Rs.10.00 each are being offered in terms of the Draft Prospectus/ Prospectus at the price
of Rs.[●]per Equity Share (including premium of Rs.[●] per share).

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The Issue Price is determined by our Company in consultation with the Lead Manager and is justified under section titled "Basis for
Issue Price" beginning on page 82 of this Draft Prospectus. At any given point of time there shall be only one denomination of the
Equity Shares of our Company, subject to applicable laws.

Compliance with SEBI ICDR Regulations, 2018

Our Company shall comply with all requirements of the SEBI (ICDR) Regulations. Our Company shall comply with all disclosure
and accounting norms as specified by SEBI from time to time.

Rights of the Equity Shareholders

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the equity shareholders shall have the
following rights:

 Right to receive dividend, if declared;

 Right to receive Annual Reports & Notices to members
 Right to attend general meetings and exercise voting rights, unless prohibited by law;
 Right to vote on a poll either in person or by proxy;
 Right to receive offer for rights shares and be allotted bonus shares, if announced;
 Right to receive surplus on liquidation; subject to any statutory or preferential claims being satisfied;
 Right of free transferability of the Equity Shares; and
 Such other rights, as may be available to a shareholder of a listed Public Limited Company under the Companies Act,
terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Memorandum and
Articles of Association of our Company.

For a detailed description of the main provision of the Articles of Association of our Company relating to voting rights, dividend,
forfeiture and lien, transfer, transmission and/ or consolidation/ splitting, etc., please refer to Section titled “Main Provisions of
Articles of Association of the Company”beginning on page 259 of the Draft Prospectus.

Minimum Application Value, Market Lot and Trading Lot

As per regulations made under and Section 29(1) of the Companies Act, 2013 the Equity Shares to be allotted must be in
Dematerialized form i.e. not in the form of physical certificates but be fungible and be represented by the statement issued through
electronic mode. Hence, the Equity Shares being offered can be applied for in the dematerialized form only. In this context, two
agreements shall be signed among our Company, the respective Depositories and Registrar to the Issue.

 Tripartite Agreement dated [●]between NSDL, our Company and Registrar to the Issue; and
 Tripartite Agreement dated [●]between CDSL, our Company and Registrar to the Issue;

The trading of the Equity Shares will happen in the minimum contract size of [●] Equity Shares and the same may be modified by
the SME platform of BSE from time to time by giving prior notice to investors at large.

Allocation and allotment of Equity Shares through this Issue will be done in multiples of [●] Equity Shares and is subject to a
minimum allotment of [●] Equity Shares to the successful applicants in terms of the SEBI circular No. CIR/MRD/DSA/06/2012
dated February 21, 2012.

Minimum Number of Allottees

The minimum number of allottees in the Issue shall be 50 shareholders In case the number of prospective allottees is less than 50, no
allotment will be made pursuant to this Issue and the amounts in the ASBA Account shall be unblocked forthwith.

Joint Holders

Where 2 (two) or more persons are registered as the holders of any Equity Shares, they will be deemed to hold such Equity Shares
as joint-holders with benefits of survivorship.

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Nomination Facility to Investor

In accordance with Section 72 of the Companies Act, 2013 the sole or first applicant, along with other joint applicant, may nominate
any one person in whom, in the event of the death of sole applicant or in case of joint applicant, death of all the applicants, as the
case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the
death of the original holder(s), shall in accordance with Section 72 of the Companies Act, 2013 be entitled to the same advantages to
which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the
holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the
event of his or her death during the minority. A nomination shall stand rescinded upon a sale of equity share(s) by the person
nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on
the prescribed form available on request at the Registered Office of our Company or to the Registrar and Transfer Agents of our
Company.
In accordance with Section 72 of the Companies Act, 2013 any Person who becomes a nominee by virtue of Section 72 of the
Companies Act, 2013 shall upon the production of such evidence as may be required by the Board, elect either:

1. To register himself or herself as the holder of the Equity Shares; or

2. To make such transfer of the Equity Shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to
transfer the Equity Shares, and if the notice is not complied with within a period of 90 (ninety) days, the Board may thereafter
withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the
notice have been complied with.

Since the allotment of Equity Shares in the Issue is in dematerialized form, there is no need to make a separate nomination with us.
Nominations registered with the respective depository participant of the applicant would prevail. If the investors require changing
the nomination, they are requested to inform their respective depository participant.

Issue Program:

Event Indicative Date

Issue Opening Date [●]
Issue Closing Date [●]
Finalization of Basis of Allotment with the Designated Stock Exchange [●]
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA Account or [●]
UPI ID linked bank account
Credit of Equity Shares to Demat accounts of Allottees [●]
Commencement of trading of the Equity Shares on the Stock Exchange [●]

The above timetable is indicative and does not constitute any obligation on our Company or the Lead Manager. Whilst our
Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement of trading
of the Equity Shares on the Stock Exchange are taken within 6 Working Days of the Bid/Issue Closing Date, the timetable may
change due to various factors, such as extension of the Bid/Issue Period by our Company, revision of the Price Band or any delays
in receiving the final listing and trading approval from the Stock Exchange. The Commencement of trading of the Equity Shares
will be entirely at the discretion of the Stock Exchange and in accordance with the applicable laws.

Application Forms and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (IST) during the Issue
Period (except for the Issue Closing Date). On the Issue Closing Date, the Application Forms will be accepted only between 10.00
a.m. to 3.00 p.m. (IST) for retail and non-retail Applicants. The time for applying for Retail Individual Applicants on Issue Closing
Date maybe extended in consultation with the LM, RTA and BSE SME taking into account the total number of applications
received up to the closure of timings.

Due to the limitation of time available for uploading the Application Forms on the Issue Closing Date, Applicants are advised to
submit their applications one (1) day prior to the Issue Closing Date and, in any case, not later than 3.00 p.m. (IST) on the Issue
Closing Date. Any time mentioned in this Draft Prospectus is IST. Applicants are cautioned that, in the event a large number of
Application Forms are received on the Issue Closing Date, as is typically experienced in public issues, some Application Forms may

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not get uploaded due to the lack of sufficient time. Such Application Forms that cannot be uploaded will not be considered for
allocation under this Issue. Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public
holidays). Neither our Company nor the LM is liable for any failure in uploading the Application Forms due to faults in any
software/hardware system or otherwise.

In accordance with SEBI ICDR Regulations, QIBs and Non-Institutional Applicants are not allowed to withdraw or lower the size
of their Application (in terms of the quantity of the Equity Shares or the Application amount) at any stage. Retail Individual
Applicants can revise or withdraw their Application Forms prior to the Issue Closing Date. Allocation to Retail Individual
Applicants, in this Issue will be on a proportionate basis.

In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Application Form, for a
particular Applicant, the details as per the file received from Stock may be taken as the final data for the purpose of Allotment. In
case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic Application
Form, for a particular ASBA Applicant, the Registrar to the Issue shall ask the relevant SCSBs / RTAs / DPs / stock brokers, as the
case may be, for the rectified data.

Minimum Subscription and Underwriting

This Issue is not restricted to any minimum subscription level. This Issue is 100% underwritten. If the Issuer does not receive the
subscription of 100% of the Issue through this offer document including devolvement of Underwriter within sixty days from the
date of closure of the Issue, the Issuer shall forthwith refund the entire subscription amount received. If there is a delay beyond eight
days after the Issuer becomes liable to pay the amount, the Issuer shall pay interest prescribed under section 40 of the Companies
Act, 2013.

In terms of Regulation 260 of the SEBI (ICDR) Regulations,2018, the Issue is 100% underwritten. For details of underwriting
arrangement, kindly refer the chapter titled “General Information - Underwriting” on page 51 of this Draft Prospectus.

Further, in accordance with Regulation 267 of the SEBI ICDR Regulations, 2018, the minimum application size in terms of number
of specified securities shall not be less than Rupees One Lakh per application.

Migration to Main Board

As per the provisions of the Chapter IX of the SEBI (ICDR) Regulation, 2018, our Company may migrate to the main board of BSE
from the SME Exchange on a later date subject to the following:

If the Paid up Capital of the company is likely to increase above Rs. 25 crores by virtue of any further issue of capital by way of
rights, preferential issue, bonus issue etc. (which has been approved by a special resolution through postal ballot wherein the votes
cast by the shareholders other than the promoter in favour of the proposal amount to at least two times the number of votes cast by
shareholders other than promoter shareholders against the proposal and for which the company has obtained in-principal approval
from the main board), we shall have to apply to BSE for listing our shares on its Main Board subject to the fulfillment of the
eligibility criteria for listing of specified securities laid down by the Main Board.

If the Paid up Capital of the company is more than Rs. 10 crores but below Rs. 25 crores, we may still apply for migration to the
main board if the same has been approved by a special resolution through postal ballot wherein the votes cast by the shareholders
other than the promoter in favour of the proposal amount to at least two times the number of votes cast by shareholders other than
promoter shareholders against the proposal.

Market Making

The shares offered through this Issue are proposed to be listed on the SME Platform of BSE (BSE SME), wherein the Lead Manager
to this Issue shall ensure compulsory Market Making through the registered Market Makers of the SME Exchange for a minimum
period of 3 (three) years from the date of listing on the SME platform of BSE.

For further details of the agreement entered into between the Company, the Lead Manager and the Market Maker please refer to
section titled "General Information - Details of the Market Making Arrangements for this Issue" on page 51 of this Draft
Prospectus.

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Arrangements for disposal of odd lots

The trading of the Equity Shares will happen in the minimum contract size of [●] shares in terms of the SEBI circular No.
CIR/MRD/DSA/06/2012 dated February 21, 2012. However, the Market Maker shall buy the entire shareholding of a shareholder in
one lot, where value of such shareholding is less than the minimum contract size allowed for trading on the SME Platform of BSE
Limited.

As per the extent Guideline of the Government of India, OCBs cannot participate in this Issue.

The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India)
Regulations, 2000, provides a general permission for the NRIs, FPIs and foreign venture capital investors registered with SEBI to
invest in shares of Indian companies by way of subscription in an IPO. However, such investments would be subject to other
investment restrictions under the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India)
Regulations, 2000, RBI and/or SEBI regulations as may be applicable to such investors.

The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by the
Government of India/RBI while granting such approvals.

Option to receive Equity Shares in Dematerialized Form

Pursuant to Section 29 of the Companies Act, 2013, the Equity Shares in the Issue shall be allotted only in dematerialized form.
Further, as per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialized form on the Stock
Exchange.

New Financial Instruments

There are no new financial instruments such as deep discounted bonds, debenture, warrants, secured premium notes, etc. issued by
our Company through this Issue.

Application by Eligible NRI’s, FPI’s, VCF’s, AIF’s registered with SEBI

It is to be understood that there is no reservation for Eligible NRIs, FPIs or VCF registered with SEBI. Such Eligible NRIs, FPIs or
VCF registered with SEBI will be treated on the same basis with other categories for the purpose of Allocation.

Restrictions on transfer and transmission of shares or debentures and on their consolidation or splitting

Except for lock-in of the Pre- Issue Equity Shares and Promoters minimum contribution in the Issue as detailed under section titled
"Capital Structure" beginning on page 55 of this Draft Prospectus, and except as provided in the Articles of Association of our
Company, there are no restrictions on transfers of Equity Shares. There are no restrictions on transfer and transmission of shares/
debentures and on their consolidation/ splitting except as provided in the Articles of Association. For further details, please refer to
section titled "Main Provisions of the Articles of Association" beginning on page 259 of this Draft Prospectus.

Pre-Issue Advertisement

Subject to Section 30 of the Companies Act, 2013 our Company shall, after registering the Prospectus with the RoC publish a pre-
Issue advertisement, in the form prescribed by the SEBI (ICDR) Regulations, in one widely circulated English language national
daily newspaper; one widely circulated Hindi language national daily newspaper and one regional newspaper with wide circulation
where the Registered Office of our Company is situated.

The above information is given for the benefit of the Applicants. The Applicants are advised to make their own enquiries about the
limits applicable to them. Our Company and the Lead Manager do not accept any responsibility for the completeness and accuracy
of the information stated hereinabove. Our Company and the Lead Manager are not liable to inform the investors of any
amendments or modifications or changes in applicable laws and regulations, which may occur after the date of this Draft
Prospectus. Applicants are advised to make their independent investigations and ensure that the number of Equity Shares applied
for do not exceed the applicable limits under laws and regulations.

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Jurisdiction

Exclusive jurisdiction for the purpose of this Issue is with the competent courts / authorities in Nashik, India. The Equity Shares
have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and may not
be offered or sold within the United States, except pursuant to an exemption from or in a transaction not subject to, registration
requirements of the Securities Act. Accordingly, the Equity Shares are only being offered or sold outside the United States in
compliance with Regulation S under the Securities Act and the applicable laws of the jurisdictions where those offers and sales
occur. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.

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ISSUE STRUCTURE

This Issue is being made in terms of Regulation 229(2) of Chapter IX of SEBI (ICDR) Regulations, 2018, as amended from time to
time, whereby, an issuer whose post issue paid up capital is more than ten crore rupees and upto twenty five crore rupees,shall issue
shares to the public and propose to list the same on the Small and Medium Enterprise Exchange ("SME Exchange", in this case
being the SME Platform of BSE). For further details regarding the salient features and terms of such an issue please refer chapter
titled "Terms of the Issue" and "Issue Procedure” on page 228 and 236 of this Draft Prospectus.

The Issue comprises of a Public Issue of 38,40,000 Equity Shares of Face Value of 10/- each fully paid (The “Equity Shares”) for
cash at a price of Rs. [●] per Equity Shares (including a premium of Rs. [●] per equity share) aggregating to [●] Lakhs( “the issue”)
by our Company of which [●] Equity Shares of Rs.10 each will be reserved for subscription by Market Maker Reservations Portion
and a Net Issue to public of [●] Equity Shares of Rs.10 each is hereinafter referred to as the net issue. The Issue and the Net Issue
will constitute 26.88% and [●]% respectively of the post issue paid up Equity Share Capital of the Company.

Particulars of the Issue Net Issue to Public* Market Maker Reservation Portion
Number of Equity Shares [●] Equity Shares [●] Equity Shares
available for allocation
Percentage of Issue Size [●]% of the Issue Size [●]% of the Issue Size
available for allocation

Basis of Allotment Proportionate subject to minimum allotment of[●] Firm Allotment

Equity Shares and further allotment in multiples
of[●]Equity Shares each. For further details please refer
to "Issue Procedure - Basis of Allotment” on page 241
of this Draft Prospectus.
Mode of Application All the applicants shall make the application (Online or Through ASBA Process Only.
Physical) through ASBA Process including through UPI
mode (as applicable)
Mode of Allotment Compulsorily in dematerialized form. Compulsorily in dematerialized form.
Minimum Application Size For Other than Retail Individual Investors: [●] Equity Shares
Such number of Equity Shares in multiples of [●] Equity
Shares at an Issue price of Rs.[●] each, such that the
Application Value exceeds Rs. 2,00,000/-

For Retail Individuals Investors:

[●] Equity Shares at an Issue price of Rs.[●] each.
Maximum Application Size For Other than Retails Individual Investors: [●] Equity Shares
The maximum application size is the Net Issue to public
subject to limits the investor has to adhere under the
relevant laws and regulations applicable.

For Retail Individuals Investors:

Such number of Equity Shares in multiples of [●]
Equity Shares such that the Application Value does not
exceed Rs. 2,00,000/-.
Trading Lot [●] Equity Shares [●] Equity Shares, However the Market
Makers may accept odd lots if any in the
market as required under the SEBI (ICDR)
Regulations, 2018.
Terms of Payment The entire Application Amount shall be blocked by the SCSBs in the bank account of Applicants, or by
the Sponsor Banks through UPI mechanism (for RIIs using the UPI mechanism) at the time of the
submission of the Application Form

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This Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time.

*Since present issue is a fixed price issue, the allocation in the net offer to the public category in terms of Regulation 253 of the
SEBI (ICDR) Regulations, 2018 shall be made as follows:

a) Minimum of 50.00% of the net offer of shares to the public shall be made available for Retail Individual Investors; and

b) The balance Net Issue of shares to the Public shall be made available for allotment to individual Applicants other than Retail
Individual Applicant and other Investors including Non-Institutional Investors, Qualified Institution Buyers, Corporate Bodies/
Institutions.

Note: If the retail individual investor category is entitled to more than the allocated portion on proportionate basis, accordingly
the retail individual investors shall be allocated that higher percentage.

Withdrawal of the Issue

In accordance with SEBI (ICDR) Regulations, the Company, in consultation with the Lead Manager, reserves the right not to
proceed with the Issue at any time before the Issue Opening Date, without assigning any reason thereof.

In case, the Company wishes to withdraw the Issue after Issue Opening but before allotment, the Company will give public notice
giving reasons for withdrawal of Issue. The public notice will appear in two widely circulated national newspapers (one each in
English and Hindi) and one in regional newspaper.

The Lead Manager, through the Registrar to the Issue, will instruct the SCSBs, to unblock the ASBA Accounts within one Working
Day from the day of receipt of such instruction. The notice of withdrawal will be issued in the same newspapers where the pre-Issue
advertisements have appeared and the Stock Exchange will also be informed promptly.

If our Company withdraws the Issue after the Issue Closing Date and subsequently decides to undertake a public offering of Equity
Shares, our Company will file a fresh Draft Prospectus with the stock exchange where the Equity Shares may be proposed to be
listed.

Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approvals of the Stock Exchange,
which our Company will apply for only after Allotment; and (ii) the final RoC approval of the Draft Prospectus after it is filed with
the ROC.

Issue Program:

ISSUE OPENING DATE [●]

ISSUE CLOSING DATE [●]

Applications and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (Indian Standard Time) during the
Issue Period at the Application Centers mentioned in the Application Form.

Standardization of cut-off time for uploading of applications on the Issue Closing Date:
a) A standard cut-off time of 3.00 p.m. for acceptance of applications.
b) A standard cut-off time of 4.00 p.m. for uploading of applications received from other than retail individual applicants.
c) A standard cut-off time of 5.00 p.m. for uploading of applications received from only retail individual applicants, which may be
extended up to such time as deemed fit by BSE after taking into account the total number of applications received up to the closure
of timings and reported by LM to BSE within half an hour of such closure.

It is clarified that Applications not uploaded would be rejected. In case of discrepancy in the data entered in the electronic form vis-
à-vis the data contained in the physical Application form, for a particular applicant, the details as per physical application form of
that Applicant may be taken as the final data for the purpose of allotment.

Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday).

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ISSUE PROCEDURE

All Applicants should review the General Information Document for Investing in Public Issues prepared andissued in accordance
with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI,modified and updated pursuant to, among
others, the circular (CIR/CFD/POLICYCELL/11/2015) datedNovember 10, 2015 notified by SEBI, the circular
(CIR/CFD/DIL/1/2016) dated January 1, 2016, SEBI circularbearing number SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January
21, 2016 and SEBI circularSEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018, SEBI/HO/CFD/DIL2/CIR/P/2018/138
dated November 01, 2018 (“General Information Document”), which highlights the key rules, processes and procedures applicable
to public issues in general in accordance with the provisions of the Companies Act, the SCRA, theSCRR and the SEBI ICDR
Regulations. The General Information Document has been updated to reflect the enactments and regulations, to the extent
applicable to a public issue. The General Information Document shall be made available on the websites of the Stock Exchange, the
Company and the Lead Manager before opening of the Issue Period.

The General Information Documents to be included will be updated to reflect the enactments and regulations including the
Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, SEBI Listing Regulations and certain
notified provisions of the Companies Act, 2013, to the extent applicable to a public issue. The General Information Document will
also be available on the websites of the Stock Exchange and the Lead Manager. Please refer to the relevant provisions of the
General Information Document, which are applicable to the Issue.

All Designated Intermediaries in relation to the Issue should ensure compliance with the SEBI circular
(CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015, as amended and modified by the SEBI circular
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 and SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated
February 15, 2018 and (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, in relation to clarifications on
streamlining the process of public issue of equity sharesand convertibles as amended and modified by the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 datedApril 3, 2019 circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 June 28, 2019, circular
no.SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated
November 08, 2019.

With effect from July 1, 2019, with respect to Applications by RIIs through Designated Intermediaries (other than SCSBs), the
existing process of physical movement of forms from such Designated Intermediaries to SCSBs for blocking of funds has been
discontinued and only the UPI Mechanism for such Applications with existing timeline of T+6 days will continue for a period of
three months or launch of five main board public issues, whichever is later (“UPI Phase II”), Further pursuant to SEBI Circular
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 UPI Phase II was extended till March 31, 2020. Subsequently, the
final reduced timeline will be made effective using the UPI Mechanism for applications by RIBs (“UPI Phase III”), as may be
prescribed by SEBI

Please note that the information stated/covered in this section may not be complete and/or accurate and as such would be subject to
modification/change. Our Company and Lead Manager do not accept any responsibility for the completeness and accuracy of the
information stated in this section and the General Information Document. Our Company and Lead Manager would not be able to
include any amendment, modification or change in applicable law, which may occur after the date of the Draft Prospectus.
Applicants are advised to make their independent investigations and ensure that their Application do not exceed the investment
limits or maximum number of Equity Shares that can be held by them under applicable law or as specified in thisDraft Prospectus
and the Draft Prospectus.

This section applies to all the Applicants, please note that all the Applicants are required to make payment of theFull Application
Amount along with the Application Form.

Phased implementation of Unified Payments Interface

SEBI has issued a circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 and circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 June 28, 2019, circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated
November 08, 2019 (collectively the “UPI Circulars”) in relation to streamlining the process of public issue of equity shares and
convertibles. Pursuant to the UPI Circulars, UPI will be introduced in a phased manner as a payment mechanism (in addition to
mechanism of blocking funds in the account maintained with SCSBs under the ASBA) for applications by RIBs through
intermediaries with the objective to reduce the time duration from public issue closure to listingfrom six working days to up to three

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working days. Considering the time required for making necessary changes to the systems and to ensure complete and smooth
transition to the UPI Mechanism, the UPI Circular proposes to introduce and implement the UPI Mechanism in three phases in the
following manner:

Phase I: This phase has become applicable from January 1, 2019 and will continue till June 30, 2019. Under this phase, a Retail
Individual Applicant would also have the option to submit the Application Form with any of the intermediary and use his / her UPI
ID for the purpose of blocking of funds. The time duration from public issue closure to listing would continue to be six Working
Days.

Phase II: This phase commenced on completion of Phase I and will continue till March 31, 2020. Under this phase, submission of
the Application Form by a Retail Individual Applicant through intermediaries to SCSBs for blocking of funds will be discontinued
and will be replaced by the UPI Mechanism. However, the time duration from public issue closure to listing would continue to be
six Working Days during this phase.

Phase III: Subsequently, the time duration from public issue closure to listing would be reduced to be three Working Days.

All SCSBs offering facility of making application in public issues shall also provide facility to make application using the UPI
Mechanism. The Issuers are to appoint one of the SCSBs as a sponsor bank to act as a conduit between the Stock Exchanges and
NPCI in order to facilitate collection of requests and / or payment instructions of the Retail Individual Applicants into the UPI
mechanism.

For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the Lead
Manager.

PART A

Fixed Price Issue Procedure

The Issue is being made in compliance with the provisions of Reg. 229(2) of Chapter IX of the SEBI (ICDR) Regulations, 2018 and
through the Fixed Price Process wherein 50% of the Net Issue to Public is being offered to the Retail Individual Applicants and the
balance shall be offered to Non Retail Category i.e. QIBs and Non Institutional Applicants. However, if the aggregate demand from
the Retail Individual Applicants is less than 50%, then the balance Equity Shares in that portion will be added to the non retail
portion offered to the remaining investors including QIBs and NIIs and vice-versa subject compliance with Regulation 253(2) of the
SEBI ICDR Regulations and subject to valid Applications being received from them at or above the Issue Price.

Subject to the valid Applications being received at or above the Issue Price, allocation to all categories in the Net Issue, shall be
made on a proportionate basis, except for the Retail Portion where Allotment to each Retail Individual Applicants shall not be less
than the minimum lot, subject to availability of Equity Shares in Retail Portion, and the remaining available Equity Shares, if any,
shall be allotted on a proportionate basis. Under subscription, if any, in any category, would be allowed to be met with spill over
from any other category or a combination of categories at the discretion of our Company in consultation with the Lead Manager and
the Stock Exchange.

Investors should note that according to Section 29(1) of the Companies Act, 2013, allotment of Equity Shares to all
successful Applicants will only be in the dematerialized form. It is mandatory to furnish the details of Applicant’s depository
account along with Application Form. The Application Forms which do not have the details of the Applicants’ depository
account, including the DP ID Numbers and the beneficiary account number shall be treated as incomplete and rejected.
Application Forms which do not have the details of the Applicants’ PAN, (other than Applications made on behalf of the
Central and the State Governments, residents of the state of Sikkim and official appointed by the courts) shall be treated as
incomplete and are liable to be rejected. Applicants will not have the option of being Allotted Equity Shares in physical
form. The Equity Shares on Allotment shall be traded only in the dematerialised segment of the Stock Exchanges. However,
investors may get the specified securities rematerialised subsequent to allotment.

Application Form

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Retail Individual Applicants can submit their Applications by submitting Application Forms, in physical form or in electronic mode,
to the members of the Syndicate, the sub-Syndicate, the SCSBs, the Registered Brokers, Registrars to an Issue and Share Transfer
Agents and Depository Participants.

Application Forms will be available with the Syndicate/sub-Syndicate members, SCSBs and at our Registered Office. In addition,
the Application Forms will also be available for download on the website of the Company, Lead Manager and Stock Exchange, BSE
SME (www.bsesme.com), at least one day prior to the Issue Opening Date.

All Applicants shall mandatorily participate in the Issue only through the ASBA process. ASBA Applicants must provide bank
account details and authorization to block funds in the relevant space provided in the Application Form or alternatively, the Retail
Individual Applicants wishing to apply through UPI Channel, may provide the UPI ID and validate the blocking of the funds and
the Application Forms that do not contain such details are liable to be rejected. For further details on the UPI Channel please refer
SEBI circular Ref: SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018.

Applicants shall ensure that the Applications are made on Application Forms bearing the stamp of a member of the Syndicate or the
Registered Broker or the SCSBs or Registrars to an Issue and Share Transfer Agents or Depository Participants, as the case may be,
submitted at the Collection centres only (except in case of electronic Application Forms) and the Application Forms not bearing
such specified stamp are liable to be rejected.

Pursuant to SEBI Circular dated January 1, 2016 and bearing no. CIR/CFD/DIL/1/2016, the Application Form has been
standardized. Also, please note that pursuant to SEBI Circular CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
investors in public issues can only invest through ASBA mode. The prescribed colours of the Application Form for various
investors applying in the Issue are as follows:

Category Colour*
Indian Public / eligible NRI's applying on a non-repatriation basis (ASBA) White
Non-Residents including eligible NRI's, FPI’s, FIIs, FVCIs, etc. applying on a repatriation basis (ASBA) Blue
*Excluding Electronic Application Form

Designated Intermediaries (other than SCSBs) after accepting application form submitted by RIIs (without using UPI for payment),
NIIs and QIBs shall capture and upload the relevant details in the electronic bidding system of stock exchange(s) and shall
submit/deliver the Application Forms to respective SCSBs where the Applicants has a bank account and shall not submit it to any
non-SCSB Bank.

Further, for applications submitted to designated intermediaries (other than SCSBs), with use of UPI for payment, after accepting
the application form, respective intermediary shall capture and upload the relevant application details, including UPI ID, in the
electronic bidding system of stock exchange(s).

Applicants shall only use the specified Application Form for making an Application in terms of the Draft Prospectus.

The Application Form shall contain information about the Applicant and the price and the number of Equity Shares that the
Applicants wish to apply for. Application Forms downloaded and printed from the websites of the Stock Exchange shall bear a
system generated unique application number. Applicants are required to ensure that the ASBA Account has sufficient credit balance
as an amount equivalent to the full Application Amount can be blocked by the SCSB or Sponsor Bank at the time of submitting the
Application.

An Investor, intending to subscribe to this Issue, shall submit a completed application form to any of the following intermediaries
(Collectively called – Designated Intermediaries”)

Sr. No. Designated Intermediaries

1. An SCSB, with whom the bank account to be blocked, is maintained
2. A syndicate member (or sub-syndicate member)
3. A stock broker registered with a recognized stock exchange (and whose name is mentioned on the website of the
stock exchange as eligible for this activity) (‘broker’)

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4. A depository participant (‘DP’) (whose name is mentioned on the website of the stock exchange as eligible for this
activity)
5. A registrar to an issue and share transfer agent (‘RTA’) (whose name is mentioned on the website of the stock
exchange as eligible for this activity)

Retails investors submitting application with any of the entities at (ii) to (v) above (hereinafter referred as“Intermediaries”), and
intending to use UPI, shall also enter their UPI ID in the application form.

The aforesaid intermediary shall, at the time of receipt of application, give an acknowledgement to investor, by giving the counter
foil or specifying the application number to the investor, as a proof of having accepted the application form, in physical or
electronic mode, respectively.

The upload of the details in the electronic bidding system of stock exchange will be done by:

For Applications submitted by After accepting the form, SCSB shall capture and upload the relevant details in the
Investors to SCSB: electronic bidding system as specified by the stock exchange and may begin blocking
funds available in the bank account specified in the form, to the extent of the
application money specified.
For applications submitted by After accepting the application form, respective Intermediary shall capture and
investors to intermediaries other than upload the relevant details in the electronic bidding system of the stock exchange.
SCSBs: Post uploading, they shall forward a schedule as per prescribed format along with the
application forms to designated branches of the respective SCSBs for blocking of
funds within one day of closure of Issue.
For applications submitted After accepting the application form, respective intermediary shall capture and
by investors to intermediaries other upload the relevant application details, including UPI ID, in the electronic bidding
than SCSBs with use of UPI for system of stock exchange.
payment: Stock exchange shall share application details including the UPI ID with sponsor
bank on a continuous basis, to enable sponsor bank to initiate mandate request on
investors for blocking of funds.
Sponsor bank shall initiate request for blocking of funds through NPCI to investor.
Investor to accept mandate request for blocking of funds, on his/her mobile
application, associated with UPI ID linked bank account.

Stock exchange shall validate the electronic bid details with depository’s records for DP ID/Client ID and PAN, on a real-time basis
and bring the inconsistencies to the notice of intermediaries concerned, for rectification and re-submission within the time specified
by stock exchange.

Stock exchange shall allow modification of selected fields viz. DP ID/Client ID or Pan ID (Either DP ID/Client ID or Pan ID can be
modified but not BOTH), Bank code and Location code, in the bid details already uploaded.

Upon completion and submission of the Application Form to Application Collecting intermediaries, the Applicants are deemed to
have authorized our Company to make the necessary changes in the Draft Prospectus, without prior or subsequent notice of such
changes to the Applicants. Applicants shall submit an Application Form either in physical or electronic form to the SCSB's
authorising blocking of funds that are available in the bank account specified in the Application Form used by ASBA Applicants.
Designated Intermediaries (other than SCSBs) shall submit/deliver the ASBA Forms/ Application Forms to the respective SCSB,
where the Applicant has a bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank.

Availability of Draft Prospectus and Application Forms

The Application Forms and copies of the Draft Prospectus may be obtained from the Registered Office of our Company, (Lead
Manager to the Issue as mentioned in the Application Form. The application forms may also be downloaded from the website of
BSE i.e. www.bseindia.com.

Who can apply?

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In addition to the category of Applicants as set forth under “General Information Document for Investing in Public Issues-Category
of Investors Eligible to participate in an Issue”, the following persons are also eligible to invest in the Equity Shares under all
applicable laws, regulations and guidelines, including:

a) Indian nationals resident in India who are not incompetent to contract under the Indian Contract Act, 1872, as amended, in
single or as a joint application and minors having valid Demat account as per Demographic Details provided by the
Depositories. Furthermore, based on the information provided by the Depositories, our Company shall have the right to accept
the Applications belonging to an account for the benefit of minor (under guardianship);
b) Hindu Undivided Families or HUFs, in the individual name of the Karta. The Applicant should specify that the application is
being made in the name of the HUF in the Application Form as follows: ―Name of Sole or First applicant: XYZ Hindu
Undivided Family applying through XYZ, where XYZ is the name of the Karta‖. Applications by HUFs would be considered at
par with those from individuals;
c) Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in the Equity
Shares under their respective constitutional and charter documents;
d) Mutual Funds registered with SEBI;
e) Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than Eligible NRIs
are not eligible to participate in this Issue;
f) Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks (subject to RBI permission,
and the SEBI Regulations and other laws, as applicable);
g) FIIs and sub-accounts of FIIs registered with SEBI, other than a sub-account which is a foreign corporate or a foreign
individual under the QIB Portion;
h) Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
i) Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the Non Institutional
applicant‘s category;
j) Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial Development Corporations;
k) Foreign Venture Capital Investors registered with the SEBI;
l) Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law relating to Trusts and
who are authorized under their constitution to hold and invest in equity shares;
m) Scientific and/or Industrial Research Organizations authorized to invest in equity shares;
n) Insurance Companies registered with Insurance Regulatory and Development Authority, India;
o) Provident Funds with minimum corpus of Rs. 25 Crores and who are authorized under their constitution to hold and invest in
equity shares;
p) Pension Funds with minimum corpus of Rs. 25 Crores and who are authorized under their constitution to hold and invest in
equity shares;
q) National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of Government of India
published in the Gazette of India;
r) Insurance funds set up and managed by army, navy or air force of the Union of India;
s) Multilateral and bilateral development financial institution;
t) Eligible QFIs;
u) Insurance funds set up and managed by army, navy or air force of the Union of India;
v) Insurance funds set up and managed by the Department of Posts, India;
w) Any other person eligible to apply in this Issue, under the laws, rules, regulations, guidelines and policies applicable to them.

Applications not to be made by:

1. Minors (except through their Guardians)

2. Partnership firms or their nominations
3. Foreign Nationals (except NRIs)
4. Overseas Corporate Bodies

As per the existing regulations, OCBs are not eligible to participate in this Issue. The RBI has however clarified in its
circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under
the adverse notice of the RBI are permitted to undertake fresh investments as 138 incorporated non-resident entities in
terms of Regulation 5(1) of RBI Notification No.20/2000-RB dated May 3, 2000 under FDI Scheme with the prior approval
of Government if the investment is through Government Route and with the prior approval of RBI if the investment is
through Automatic Route on case by case basis. OCBs may invest in this Issue provided it obtains a prior approval from the

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RBI. On submission of such approval along with the Application Form, the OCB shall be eligible to be considered for share
allocation.

MAXIMUM AND MINIMUM APPLICATION SIZE

1. For Retail Individual Applicants

The Application must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter, so as to
ensure that the Application Price payable by the Applicant does not exceed Rs. 2,00,000. In case of revision of
Applications, the Retail Individual Applicants have to ensure that the Application Price does not exceed Rs. 2,00,000.

2. For Other than Retail Individual Applicants (Non-Institutional Applicants and QIBs):

The Application must be for a minimum of such number of Equity Shares that the Application Amount exceeds Rs.
2,00,000 and in multiples of [●] Equity Shares thereafter. An Application cannot be submitted for more than the Net Issue
Size. However, the maximum Application by a QIB investor should not exceed the investment limits prescribed for them
by applicable laws. Under existing SEBI Regulations, a QIB Applicant cannot withdraw its Application after the Issue
Closing Date and is required to pay 100% QIB Margin upon submission of Application.

In case of revision in Applications, the Non-Institutional Applicants, who are individuals, have to ensure that the
Application Amount is greater than Rs. 2,00,000 for being considered for allocation in the Non-Institutional Portion.

Applicants are advised to ensure that any single Application from them does not exceed the investment limits or maximum
number of Equity Shares that can be held by them under applicable law or regulation or as specified in this Draft
Prospectus.

The above information is given for the benefit of the Applicants. The Company and the LMs are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft
Prospectus. Applicants are advised to make their independent investigations and ensure that the number of Equity Shares
applied for do not exceed the applicable limits under laws or regulations.

BASIS OF ALLOTMENT

Allotment will be made in consultation with the Stock Exchange. In the event of oversubscription, the allotment will be made on a
proportionate basis in marketable lots as set forth here:

1. The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate basis i.e. the total
number of Shares applied for in that category multiplied by the inverse of the over subscription ratio (number of applicants in
the category X number of Shares applied for).
2. The number of Shares to be allocated to the successful applicants will be arrived at on a proportionate basis in marketable lots
(i.e. Total number of Shares applied for into the inverse of the over subscription ratio).

For applications where the proportionate allotment works out to less than [●] Equity shares the allotment will be made as follows:

1. Each successful applicant shall be allotted [●] Equity shares; and

2. The successful applicants out of the total applicants for that category shall be determined by the drawl of lots in such a manner
that the total number of Shares allotted in that category is equal to the number of Shares worked out as per (2) above.
If the proportionate allotment to an applicant works out to a number that is not a multiple of [●] Equity shares, the applicant would
be allotted Shares by rounding off to the nearest multiple of [●] Equity shares subject to a minimum allotment of [●] Equity shares.

If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the applicants in that category, the
balance available Shares for allocation shall be first adjusted against any category, where the allotted Shares are not sufficient for
proportionate allotment to the successful applicants in that category, the balance Shares, if any, remaining after such adjustment will
be added to the category comprising of applicants applying for the minimum number of Shares. If as a result of the process of
rounding off to the nearest multiple of [●] Equity shares, results in the actual allotment being higher than the shares offered, the
final allotment may be higher at the sole discretion of the Board of Directors, up to 110% of the size of the offer specified under the

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Capital Structure mentioned in this Draft Prospectus.

The above proportionate allotment of shares in an Issue that is oversubscribed shall be subject to the reservation for small individual
applicants as described below:

1. As the retail individual investor category is entitled to more than fifty percent on proportionate basis, the retail individual
investors shall be allocated that higher percentage.

2. The balance net offer of shares to the public shall be made available for allotment to
a. Individual applicants other than retails individual investors and
b. Other investors, including Corporate Bodies/ Institutions irrespective of number of shares applied for.

3. The unsubscribed portion of the net offer to any one of the categories specified in a) or b) shall/may be made available for
allocation to applicants in the other category, if so required.

Retail Individual Investor’ means an investor who applies for shares of value of not more than Rs. 2,00,000/-. Investors may note
that in case of over subscription allotment shall be on proportionate basis and will be finalized in consultation with Stock Exchange.
The Executive Director / Managing Director of Stock Exchange in addition to Lead Manager and Registrar to the Public Issue shall
be responsible to ensure that the basis of allotment is finalized in a fair and proper manner in accordance with the SEBI (ICDR)
Regulations.

Participation by Associates /Affiliates of LM and the Syndicate Members

The LM, Market Maker and the Underwriter, if any shall not be entitled to subscribe to this Issue in any manner except towards
fulfilling their underwriting and market making obligations. However, associates/affiliates of the LM and Syndicate Members, if
any may subscribe for Equity Shares in the Issue, either in the QIB Category or in the Non- Institutional Category as may be
applicable to the Applicants, where the allocation is on a proportionate basis and such subscription may be on their own account or
on behalf of their clients.

Option to Subscribe in the Issue

a. As per Section 29(1) of the Companies Act 2013, allotment of Equity Shares shall be made in dematerialized form only.
Investors will not have the option of getting allotment of specified securities in physical form.

b. The Equity Shares, on allotment, shall be traded on the Stock Exchange in demat segment only.

c. A single application from any investor shall not exceed the investment limit/minimum number of Equity Shares that can be
held by him/her/it under the relevant regulations/statutory guidelines and applicable law.

Information for the Applicants:

1. Our Company and the Lead Manager shall declare the Issue Opening Date and Issue Closing Date in the Draft Prospectus
to be registered with the RoC and also publish the same in two national newspapers (one each in English and Hindi) and in
a regional newspaper with wide circulation. This advertisement shall be in prescribed format.

2. Our Company will file the Draft Prospectus with the RoC at least 3 (three) days before the Issue Opening Date.

3. Copies of the Application Form along with Abridge Prospectus and copies of the Draft Prospectus will be available with
the, the Lead Manager, the Registrar to the Issue, and at the Registered Office of our Company. Electronic Application
Forms will also be available on the websites of the Stock Exchange.

4. Any applicant who would like to obtain the Draft Prospectus and/ or the Application Form can obtain the same from our
Registered Office.

5. Applicants who are interested in subscribing for the Equity Shares should approach Designated Intermediaries to register
their applications.

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6. Application Forms submitted directly to the SCSBs should bear the stamp of the SCSBs and/or the Designated Branch, or
the respective DesignatedIntermediaries. Application Form submitted by Applicants whose beneficiary account is inactive
shall be rejected.

7. The Application Form can be submitted either in physical or electronic mode, to the SCSBs with whom the ASBA Account
is maintained, or other Designated Intermediaries (Other than SCSBs). SCSBs may provide the electronic mode of
collecting either through an internet enabled collecting and banking facility or such other secured, electronically enabled
mechanism for applying and blocking funds in the ASBA Account. The Retail Individual Applicants has to apply only
through UPI Channel, they have to provide the UPI ID and validate the blocking of the funds and such application forms
that do not contain such details are liable to be rejected.

8. Applicants applying directly through the SCSBs should ensure that the Application Form is submitted to a Designated
Branch of SCSB, where the ASBA Account is maintained. Applications submitted directly to the SCSB’s or other
Designated Intermediaries (Other than SCSBs) , the relevant SCSB , shall block an amount in the ASBA Account equal to
the Application Amount specified in the Application Form, before entering the ASBA application into the electronic
system.

9. Except for applications by or on behalf of the Central or State Government and the Officials appointed by the courts and by
investors residing in the State of Sikkim, the Applicants, or in the case of application in joint names, the first Applicant (the
first name under which the beneficiary account is held), should mention his/her PAN allotted under the Income Tax Act. In
accordance with the SEBI Regulations, the PAN would be the sole identification number for participating transacting in the
securities market, irrespective of the amount of transaction. Any Application Form without PAN is liable to be rejected.
The demat accounts of Applicants for whom PAN details have not been verified, excluding person resident in the State of
Sikkim or persons who may be exempted from specifying their PAN for transacting in the securities market, shall be
“suspended for credit” and no credit of Equity Shares pursuant to the Issue will be made into the accounts of such
Applicants.

10. The Applicants may note that in case the PAN, the DP ID and Client ID mentioned in the Application Form and entered
into the electronic collecting system of the Stock Exchange Designated Intermediaries do not match with PAN, the DP ID
and Client ID available in the Depository database, the Application Form is liable to be rejected.

Application by Indian Public including eligible NRIs applying on Non-Repatriation Basis

Application must be made only in the names of individuals, Limited Companies or Statutory Corporations/institutions and not in the
names of Minors, Foreign Nationals, Non Residents Indian (except for those applying on non-repatriation), trusts, (unless the Trust
is registered under the Societies Registration Act, 1860 or any other applicable Trust laws and is authorized under its constitution to
hold shares and debentures in a Company), Hindu Undivided Families, Partnership firms or their nominees. In case of HUFs,
application shall be made by the Karta of the HUF. An applicant in the Net Public Category cannot make an application for that
number of Equity Shares exceeding the number of Equity Shares offered to the public. Eligible NRIs applying on a non-repatriation
basis should authorize their SCSB to block their NRE/FCNR accounts as well as NRO accounts.

Applications by eligible NRIs on Repatriation Basis

Application Forms have been made available for eligible NRIs at our registered office.

Eligible NRIs applicants may please note that only such applications as are accompanied by payment in free foreign exchange shall
be considered for Allotment under reserved category. The Eligible NRIs who intend to get the amount blocked in the Non Resident
Ordinary (NRO) accounts shall use the form meant for Resident Indians and shall not use the forms meant for reserved category.

Under FEMA, general permission is granted to companies vide notification no. FEMA/20/2000 RB dated 03/05/2000 to issue
securities to NRIs subject to the terms and conditions stipulated therein. Companies are required to file the declaration in the
prescribed form to the concerned Regional Office of RBI within 30 (thirty) days from the date of issue of shares of allotment to
NRIs on repatriation basis.

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Allotment of Equity shares to Non-Resident Indians shall be subject to the prevailing Reserve Bank of India Guidelines. Sale
proceeds of such investments in Equity shares will be allowed to be repatriated along with the income thereon subject to the
permission of the RBI and subject to the Indian Tax Laws and regulations and any other applicable laws.

Application by FPIs (including FIIs)

In terms of the SEBI FPI Regulations, an FII who holds a valid certificate of registration from SEBI shall be deemed to be a
registered FPI until the expiry of the block of three years for which fees have been paid as per the SEBI FII Regulations. An FII or
sub-account may, subject to payment of conversion fees under the SEBI FPI Regulations participate in the Issue until the expiry of
its registration with SEBI as an FII or sub-account, or if it has obtained a certificate of registration as an FPI, whichever is earlier.
Accordingly, such FIIs can, subject to the payment of conversion fees under the SEBI FPI Regulations, participate in this Issue in
accordance with Schedule 2 of the FEMA Regulations. An FII shall not be eligible to invest as an FII after registering as an FPI
under the SEBI FPI Regulations.

In terms of the SEBI FPI Regulations, the purchase of Equity Shares and total holding by a single FPI or an investor group (which
means the same set of ultimate beneficial owner(s) investing through multiple entities) must be below 10% of our post-issue Equity
Share capital. Further, in terms of the FEMA Regulations, the total holding by each FPI shall be below 10% of the total paid-up
Equity Share capital of our Company and the total holdings of all FPIs put together shall not exceed 24% of the paid-up Equity
Share capital of our Company. The aggregate limit of 24% may be increased up to the sectoral cap by way of a resolution passed by
the Board of Directors followed by a special resolution passed by the Shareholders of our Company and subject to prior intimation
to RBI. In terms of the FEMA Regulations, for calculating the aggregate holding of FPIs in a company, holding of all registered
FPIs as well as holding of FIIs (being deemed FPIs) shall be included.

FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be specified by the
Government from time to time.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 22 of the
SEBI FPI Regulations, an FPI, other than Category III foreign portfolio investor and unregulated broad based funds, which are
classified as Category II foreign portfolio investor by virtue of their investment manager being appropriately regulated, may issue,
subscribe to or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as any instrument, by
whatever name called, which is issued overseas by a FPI against securities held by it that are listed or proposed to be listed on any
recognised stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative
instruments are issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative
instruments are issued after compliance with ‘know your client’ norms. Further, pursuant to a Circular dated November 24, 2014
issued by the SEBI, FPIs are permitted to issue offshore derivate instruments only to subscribers that (i) meet the eligibility criteria
set forth in Regulation 4 of the SEBI FPI Regulations; and (ii) do not have opaque structures, as defined under the SEBI FPI
Regulations. An FPI is also required to ensure that no further issue or transfer of any offshore derivative instrument is made by or on
behalf of it to any persons that are not regulated by an appropriate foreign regulatory authority. Further, where an investor has
investments as FPI and also holds positions as an overseas direct investment subscriber, investment restrictions under the SEBI FPI
Regulations shall apply on the aggregate of FPI investments and overseas direct investment positions held in the underlying Indian
company.

Application by SEBI registered Alternative Investment Fund (AIF), Venture Capital Funds and Foreign Venture Capital
Investors

The SEBI (Venture Capital) Regulations, 1996 and the SEBI (Foreign Venture Capital Investor) Regulations, 2000 prescribe
investment restrictions on venture capital funds and foreign venture capital investors registered with SEBI. As per the current
regulations, the following restrictions are applicable for SEBI registered venture capital funds and foreign venture capital investors:
Accordingly, the holding by any individual venture capital fund registered with SEBI in one Company should not exceed 25% of
the corpus of the venture capital fund; a Foreign Venture Capital Investor can invest its entire funds committed for investments into
India in one Company. Further, Venture Capital Funds and Foreign Venture Capital investor can invest only up to 33.33% of the
funds available for investment by way of subscription to an Initial Public Offer. The SEBI (Alternative Investment funds)
Regulations, 2012 prescribes investment restrictions for various categories of AIF's. The category I and II AIFs cannot invest more
than 25% of the corpus in one investee Company. A category III AIF cannot invest more than 10% of the corpus in one Investee
Company. A Venture capital fund registered as a category I AIF, as defined in the SEBI Regulations, cannot invest more than 1/3rd
of its corpus by way of subscription to an initial public offering of a venture capital undertaking. Additionally, the VCFs which have

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not re-registered as an AIF under the SEBI Regulations shall continue to be regulated by the VCF Regulations.

Application by Mutual Funds

As per the current regulations, the following restrictions are applicable for investments by Mutual fund:

No mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity related instruments of any
Company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry specific funds.
No mutual fund under all its schemes should own more than 10% of any Company's paid up share capital carrying voting rights.

With respect to Applications by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the
Application Form. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case,
without assigning any reason thereof.

In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the Mutual Fund registered with SEBI
and such Applications in respect of more than one scheme of the Mutual Fund will not be treated as multiple Applications provided
that the Applications clearly indicate the scheme concerned for which the Application has been made.

The Application made by Asset Management Companies or custodians of Mutual Funds shall specifically state the names of the
concerned schemes for which the Applications are made.

Applications by Limited Liability Partnerships

In case of Applications made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a
certified copy of certificate of registration issued under the LLP Act, 2008 must be attached to the Application Form. Failing this,
our Company reserves the right to reject any Application without assigning any reason thereof.

Applications by Insurance Companies

In case of applications made by insurance companies registered with IRDA, certified copy of certificate of registration issued by
IRDA must be attached to the Application Form Failing this, our Company in consultation with the LM, reserves the right to reject
any application, without assigning any reason thereof. The exposure norms for insurers, prescribed under the Insurance Regulatory
and Development Authority (Investment Scheme) (5th Amendment) Regulations, 2010, as amended (the “IRDA Investment
Regulations”), are broadly set forth below:

(a) Equity shares of a company: The lesser of 10% of the investee company’s subscribed capital (face value) or 10% of the
respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;

(b) The entire group of the investee company: at least 10% of the respective fund in case of a life insurer or 10% of investment
assets in case of general insurer or reinsurer (25% in case of Unit Linked Insurance Plans); and

(c) The industry sector in which the investee company operates: 10% of the insurer’s total investment exposure to the industry
sector (25% in case of Unit Linked Insurance Plans).

Applications under Power of Attorney

In case of applications made pursuant to a power of attorney by limited companies, corporate bodies, registered societies, FIIs,
FPI’s, Mutual Funds, insurance companies and provident funds with minimum corpus of Rs. 2,500 Lakhs (subject to applicable
law) and pension funds with a minimum corpus of Rs. 2,500 Lakhs, a certified copy of the power of attorney or the relevant
Resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of
association and/or bye laws must be lodged with the Application Form. Failing this, our Company reserves the right to accept or
reject any application in whole or in part, in either case, without assigning any reason therefore.

With respect to the applications by VCFs, FVCIs and FPIs, a certified copy of the power of attorney or the relevant resolution or
authority, as the case may belong with a certified copy of their SEBI registration certificate must be lodged along with the

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Application Form. Failing this, our Company reserves the right to accept or reject any application in whole or in part, in either case,
without assigning any reason therefore.

In the case of Applications made pursuant to a power of attorney by Mutual Funds, a certified copy of the power of attorney or the
relevant resolutions or authority, as the case may be, along with the certified copy of their SEBI registration certificate must be
submitted along with the Application Form. Failing this, the Company reserves the right to accept or reject any Application in whole
or in part, in either case, without assigning any reason therefore.

In the case of Applications made by insurance companies registered with the IRDA, a certified copy of certificate of registration
issued by the IRDA must be lodged along with the Application Form. Failing this, the Company reserves the right to accept or reject
any Application in whole or in part, in either case, without assigning any reason therefore.

In the case of Applications made by to the power of attorney by FIIs, a certified copy of the power of attorney the relevant
resolution or authority, as the case may be along with the certified copy of SEBI registration certificate must be lodged with the
Application Form. Failing this, the Company reserves the right to accept or reject any Application in whole or in part, in either case,
without assigning any reason thereof.

In the case of Applications made by provident funds, subject to applicable law, with minimum corpus of Rs. 2500 Lacs and pension
funds with minimum corpus of Rs. 2500 Lacs, a certified copy of a certificate from a chartered accountant certifying the corpus of
the provident fund/pension fund must be lodged along with the Application Form. Failing this, the Company reserves the right to
accept or reject any Application in whole or in part, in either case, without assigning any reason thereof.

Application by Provident Funds/Pension Funds

In case of Applications made by provident funds with minimum corpus of Rs. 2,500 lakhs (subject to applicable law) and pension
funds with minimum corpus of Rs. 2,500 lakhs, a certified copy of certificate from a chartered accountant certifying the corpus of
the provident fund/ pension fund must be lodged along with the Application Form. Failing this, our Company reserves the right to
accept or reject any Application in whole or in part, in either case, without assigning any reason thereof.

The above information is given for the benefit of the Applicants. Our Company and the LM are not liable for any amendments or
modification or changes in applicable laws or regulations, which may occur after the date of filing of this Draft Prospectus.
Applicants are advised to make their independent investigations and ensure that the maximum number of Equity Shares applied for
or maximum investment limits do not exceed the applicable limits under laws or regulations or as specified in this Draft Prospectus.

Applications by Banking Companies

In case of Applications made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued
by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Application Form,
failing which our Company reserve the right to reject any Application without assigning any reason. The investment limit for
banking companies in non-financial services Companies as per the Banking Regulation Act, 1949, and the Master Direction –
Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, is 10% of the paid-up share capital of the investee
company or 10% of the banks’ own paid-up share capital and reserves, whichever is less. Further, the aggregate investment in
subsidiaries and other entities engaged in financial and non-financial services company cannot exceed 20% of the bank’s paid-up
share capital and reserves. A banking company may hold up to 30% of the paid-up share capital of the investee company with the
prior approval of the RBI provided that the investee company is engaged in non-financial activities in which banking companies are
permitted to engage under the Banking Regulation Act.

Applications by Systemically Important Non-Banking Financial Companies

In case of Applications made by Systemically Important Non-Banking Financial Companies registered with RBI, certified copies of:
(i) the certificate of registration issued by RBI, (ii) certified copy of its last audited financial statements on a standalone basis and a
net worth certificate from its statutory auditor, and (iii) such other approval as may be required by the Systemically Important Non-
Banking Financial Companies, are required to be attached to the Application Form. Failing this, our Company in consultation with
the LM, reserves the right to reject any Bid without assigning any reason thereof. Systematically Important NBFCs participating in
the Issue shall comply with all applicable regulations, guidelines and circulars issued by RBI from time to time.

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The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.

Applications by SCSBs

SCSBs participating in the Offer are required to comply with the terms of the SEBI circulars dated September 13, 2012 and January
2, 2013. Such SCSBs are required to ensure that for making applications on their own account using ASBA, they should have a
separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the
purpose of making application in public issues and clear demarcated funds should be available in such account for such applications.

Issue Procedure for Application Supported by Blocked Account (ASBA) Applicants

In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Applicants have to
compulsorily apply through the ASBA Process. Our Company and the Lead Manager are not liable for any amendments,
modifications, or changes in applicable laws or regulations, which may occur after the date of this Draft Prospectus. ASBA
Applicants are advised to make their independent investigations and to ensure that the ASBA Application Form is correctly filled
up, as described in this section.

The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the ASBA Process are
provided on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. For details on designated branches of
SCSB collecting the Application Form, please refer the above mentioned SEBI link.

Method and Process of Applications

1. The Designated Intermediaries shall accept applications from the Applicants during the Issue Period.

2. The Issue Period shall be for a minimum of three Working Days and shall not exceed 10 Working Days. The Issue Period
may be extended, if required, by an additional three Working Days, subject to the total Issue Period not exceeding 10
Working Days.

3. During the Issue Period, Applicants who are interested in subscribing to the Equity Shares should approach the Designated
Intermediaries to register their applications.

4. The Applicant cannot apply on another Application Form after applications on one Application Form have been submitted
to the Designated Intermediaries. Submission of a second Application form to either the same or to another Designated
Intermediaries will be treated as multiple applications and is liable to rejected either before entering the application into the
electronic collecting system or at any point prior to the allocation or Allotment of Equity Shares in this Issue.

5. Designated Intermediaries accepting the application forms shall be responsible for uploading the application along with
other relevant details in application forms on the electronic bidding system of stock exchange and submitting the form to
SCSBs for blocking of funds (except in case of SCSBs, where blocking of funds will be done by respective SCSBs only).
All applications shall be stamped and thereby acknowledged by the Designated Intermediaries at the time of receipt.

For Applications submitted After accepting the form, SCSB shall capture and upload the relevant details in the
by investors to SCSB: electronic bidding system as specified by the stock exchange and may begin blocking
funds available in the bank account specified in the form, to the extent of the application
money specified.
For applications submitted After accepting the application form, respective Designated Intermediary shall capture
by investors to and upload the relevant details in the electronic bidding system of the stock exchange.
intermediaries other than Post uploading, they shall forward a schedule as per prescribed format along with the
SCSBs: application forms to designated branches of the respective SCSBs for blocking of funds
within one day of closure of Issue.

6. The Designated Intermediaries will enter each application option into the electronic collecting system as a separate
application and generate a TRS and give the same to the applicant.

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7. Upon receipt of the Application Form, submitted whether in physical or electronic mode, the Designated Intermediaries
shall verify if sufficient funds equal to the Application Amount are available in the ASBA Account, as mentioned in the
Application Form, prior to uploading such applications with the Stock Exchange.

8. If sufficient funds are not available in the ASBA Account, the Designated Intermediaries shall reject such applications and
shall not upload such applications with the Stock Exchange.

9. If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Application
Amount mentioned in the Application Form and will enter each application option into the electronic collecting system as a
separate application and generate a TRS for each price and demand option. The TRS shall be furnished to the Applicant on
request.

10. The Application Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of Allotment
and consequent transfer of the Application Amount against the Allotted Equity Shares to the Public Issue Account, or until
withdraw/ failure of the Issue or until withdrawal/ rejection of the Application Form, as the case may be. Once the Basis of
Allotment if finalized, the Registrar to the Issue shall send an appropriate request to the Controlling Branch of the SCSB
for unblocking the relevant ASBA Accounts and for transferring the amount allocable to the successful Applicants to the
Public Issue Account. In case of withdrawal/ failure of the Issue, the blocked amount shall be unblocked on receipt of such
information from the Registrar to the Issue.

Terms of payment

The entire Issue price of Rs. [●]per share is payable on application. In case of allotment of lesser number of Equity Shares than the
number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid on Application to the Applicants.
SCSBs will transfer the amount as per the instruction of the Registrar to the Public Issue Account, the balance amount after transfer
will be unblocked by the SCSBs.

The applicants should note that the arrangement with Bankers to the Issue or the Registrar is not prescribed by SEBI and has been
established as an arrangement between our Company, Banker to the Issue and the Registrar to the Issue to facilitate collections from
the Applicants.

Payment mechanism

The applicants shall specify the bank account number in their Application Form and the SCSBs shall block an amount equivalent to
the Application Amount in the bank account specified in the Application Form. The SCSB shall keep the Application Amount in the
relevant bank account blocked until withdrawal/ rejection of the Application or receipt of instructions from the Registrar to unblock
the Application Amount. However, Non Retail Applicants shall neither withdraw nor lower the size of their applications at any
stage. In the event of withdrawal or rejection of the Application Form or for unsuccessful Application Forms, the Registrar to the
Issue shall give instructions to the SCSBs to unblock the application money in the relevant bank account within one day of receipt
of such instruction. The Application Amount shall remain blocked in the ASBA Account until finalization of the Basis of Allotment
in the Issue and consequent transfer of the Application Amount to the Public Issue Account, or until withdrawal/ failure of the Issue
or until rejection of the Application by the ASBA Applicant, as the case may be.

Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a public Offer shall use only Application
Supported by Blocked Amount (ASBA) process for application providing details of the bank account which will be blocked by the
Self-Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Retail Individual Investors applying in public offer have to use
UPI as a payment mechanism with Application Supported by Blocked Amount for making application.

Electronic Registration of Applications

1. The Designated Intermediaries will register the applications using the on-line facilities of the Stock Exchange.

2. The Designated Intermediaries will undertake modification of selected fields in the application details already uploaded

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before 1.00 p.m. of next Working Day from the Issue Closing Date.

3. The Designated Intermediaries shall be responsible for any acts, mistakes or errors or omissions and commissions in
relation to,
(i) the applications accepted by them,
(ii) the applications uploaded by them
(iii) the applications accepted but not uploaded by them or
(iv) with respect to applications by Applicants, applications accepted and uploaded by any Designated Intermediary other
than SCSBs, the Application form along with relevant schedules shall be sent to the SCSBs or the Designated Branch
of the relevant SCSBs for blocking of funds and they will be responsible for blocking the necessary amounts in the
ASBA Accounts. In case of Application accepted and Uploaded by SCSBs, the SCSBs or the Designated Branch of
the relevant SCSBs will be responsible for blocking the necessary amounts in the ASBA Accounts.

4. Neither the Lead Manager nor our Company nor the Registrar to the Issue, shall be responsible for any acts, mistakes or
errors or omission and commissions in relation to,
(i) The applications accepted by any Designated Intermediaries
(ii) The applications uploaded by any Designated Intermediariesor
(iii) The applications accepted but not uploaded by any Designated Intermediaries

5. The Stock Exchange will offer an electronic facility for registering applications for the Issue. This facility will available at
the terminals of Designated Intermediariesand their authorized agents during the Issue Period. The Designated Branches or
agents of Designated Intermediariescan also set up facilities for off-line electronic registration of applications subject to the
condition that they will subsequently upload the off-line data file into the online facilities on a regular basis. On the Issue
Closing Date, the Designated Intermediaries shall upload the applications till such time as may be permitted by the Stock
Exchange. This information will be available with the Lead Manager on a regular basis.

6. With respect to applications by Applicants, at the time of registering such applications, the Syndicate Bakers, DPs and
RTAs shall forward a Schedule as per format given below along with the Application Forms to Designated Branches of the
SCSBs for blocking of funds:

S. No. Details*
1. Symbol
2. Intermediary Code
3. Location Code
4. Application No.
5. Category
6. PAN
7. DP ID
8. Client ID
9. Quantity
10. Amount
*Stock Exchanges shall uniformly prescribe character length for each of the above-mentioned fields

7. With respect to applications by Applicants, at the time of registering such applications, the Designated Intermediaries shall
enter the following information pertaining to the Applicants into in the on-line system:
 Name of the Applicant;
 IPO Name:
 Application Form Number;
 Investor Category;
 PAN (of First Applicant, if more than one Applicant);
 DP ID of the demat account of the Applicant;
 Client Identification Number of the demat account of the Applicant;
 Number of Equity Shares Applied for;
 Bank Account details;

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 Locations of the Banker to the Issue or Designated Branch, as applicable, and bank code of the SCSB branch where
the ASBA Account is maintained; and
 Bank account number.

8. In case of submission of the Application by an Applicant through the Electronic Mode, the Applicant shall complete the
above-mentioned details and mention the bank account number, except the Electronic ASBA Application Form number
which shall be system generated.

9. The aforesaid Designated Intermediaries shall, at the time of receipt of application, give an acknowledgment to the
investor, by giving the counter foil or specifying the application number to the investor, as a proof of having accepted the
application form in physical as well as electronic mode. The registration of the Application by the Designated
Intermediaries does not guarantee that the Equity Shares shall be allocated / allotted either by our Company.

10. Such acknowledgment will be non-negotiable and by itself will not create any obligation of any kind.

11. In case of Non Retail Applicants and Retail Individual Applicants, applications would not be rejected except on the
technical grounds as mentioned in the Draft Prospectus. The Designated Intermediaries shall have no right to reject
applications, except on technical grounds.

12. The permission given by the Stock Exchanges to use their network and software of the Online IPO system should not in
any way be deemed or construed to mean that the compliance with various statutory and other requirements by our
Company and/or the Lead Manager are cleared or approved by the Stock Exchanges; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor
does it take any responsibility for the financial or other soundness of our company; our Promoter, our management or any
scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness
of any of the contents of this Draft Prospectus, nor does it warrant that the Equity Shares will be listed or will continue to
be listed on the Stock Exchanges.

13. The Designated Intermediaries will be given time till 1.00 p.m. on the next working day after the Issue Closing Date to
verify the DP ID and Client ID uploaded in the online IPO system during the Issue Period, after which the Registrar to the
Issue will receive this data from the Stock Exchange and will validate the electronic application details with Depository’s
records. In case no corresponding record is available with Depositories, which matches the three parameters, namely DP
ID, Client ID and PAN, then such applications are liable to be rejected.

14. The SCSBs shall be given one day after the Issue Closing Date to send confirmation of Funds blocked (Final certificate) to
the Registrar to the Issue.

15. The details uploaded in the online IPO system shall be considered as final and Allotment will be based on such details for
applications.

Allocation of Equity shares

1) The Issue is being made through the Fixed Price Process wherein [●]Equity Shares shall be reserved for Market Maker and [●]
Equity shares will be allocated on a proportionate basis to Retail Individual Applicants, subject to valid applications being
received from Retail Individual Applicants at the Issue Price. The balance of the Net Issue will be available for allocation on
proportionate basis to Non-Retail Applicants.

2) Under- subscription if any, in any category, would be allowed to be met with spill-over from any other category or combination
of categories at the discretion of our Company in consultation with the Lead Manager and the Stock Exchange.

3) Allocation to Non-Residents, including Eligible NRIs, Eligible QFIs, FIIs and FVCIs registered with SEBI, applying on
repatriation basis will be subject to applicable law, rules, regulations, guidelines and approvals.

4) In terms of SEBI Regulations, Non Retail Applicants shall not be allowed to either withdraw or lower the size of their
applications at any stage.

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5) Allotment status details shall be available on the website of the Registrar to the Issue.

Signing of Underwriting Agreement and Filing of Draft Prospectus with ROC

1) Our company has entered into an Underwriting Agreement dated [●]

2) A copy of Draft Prospectus will be filled with the ROC in terms of Section 26 of Companies Act, 2013.

Pre-Issue Advertisement

Subject to Section 30 of the Companies Act 2013, our Company shall, after registering the Draft Prospectus with the ROC, publish
a pre-Issue advertisement, in the form prescribed by the SEBI Regulations, in (i) English National Newspaper; (ii) Hindi National
Newspaper and (iii) Regional Newspaper each with wide circulation.

Issuance of Allotment Advice

1) Upon approval of the Basis of Allotment by the Designated Stock Exchange.

2) On the basis of approved Basis of Allotment, the Issuer shall pass necessary corporate action to facilitate the allotment and
credit of equity shares. Applicants are advised to instruct their Depository Participants to accept the Equity Shares that may
be allotted to them pursuant to the issue.

The Lead Manager or the Registrar to the Issue will dispatch an Allotment Advice to their Applicants who have been
allocated Equity Shares in the Issue. The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable
contract for the Allotment to such Applicant.

3) Issuer will make the allotment of the Equity Shares and initiate corporate action for credit of shares to the successful
applicants Depository Account within 4 working days of the Issue Closing date. The Issuer also ensures the credit of shares
to the successful Applicants Depository Account is completed within one working Day from the date of allotment, after the
funds are transferred from ASBA Public Issue Account to Public Issue account of the issuer.

Designated Date:

On the Designated date, the SCSBs shall transfers the funds represented by allocations of the Equity Shares into Public Issue
Account with the Bankers to the Issue.

The Company will issue and dispatch letters of allotment/ or letters of regret along with refund order or credit the allotted securities
to the respective beneficiary accounts, if any within a period of 4 working days of the Issue Closing Date. The Company will
intimate the details of allotment of securities to Depository immediately on allotment of securities under relevant provisions of the
Companies Act, 2013 or other applicable provisions, if any

General Instructions

Do's:

 Check if you are eligible to apply;

 Read all the instructions carefully and complete the applicable Application Form;
 Ensure that the details about the Depository Participant and the beneficiary account are correct as Allotment of Equity Shares
will be in the dematerialized form only;
 Applicant shall use only his / her own bank account or only his / her own bank account linked UPI ID to make an application.
 Each of the Applicants should mention their Permanent Account Number (PAN) allotted under the Income Tax Act, 1961;
 Ensure that the Demographic Details are updated, true and correct in all respects;
 Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which the beneficiary account is
held with the Depository Participant.
 Ensure that you have funds equal to the Application Amount in the ASBA account or UPI ID linked Bank Account maintained
with the SCSB before submitting the Application Form under the ASBA process the SCSBs where the Applicant has a bank

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account or a UPI ID linked Bank Account, the Registered Broker (at the Broker Centre's),the RTA (at the Designated RTA
Locations) or CDP (at the Designated CDP Locations);
 Instruct your respective Banks to release the funds blocked in the ASBA Account/UPI ID linked Bank Account under the
ASBA process;
 Ensure that the Application Form is signed by the account holder in case the applicant is not the account holder.
 Ensure that you have mentioned the correct bank account number in the Application Form and in case of Retail Individual
Applicants applying through UPI Channel, ensure that you have mentioned the correct UPI ID;
 Ensure that the Application Forms are delivered by the applicants within the time prescribed as per the Application Form and
the Draft Prospectus;
 Ensure that you have requested for and receive a TRS;
 Ensure that you request for and receive a stamped acknowledgement of the Application Form for all your application options;
 Ensure that you have correctly signed the authorization/ undertaking box in the Application Form, or have otherwise provided
an authorization to the SCSB via the electronic mode, for blocking funds in the ASBA Account/ UPI ID linked Bank Account,
as the case may be, equivalent to the Application Amount mentioned in the Application Form;
 Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the submission of your
Application Form; and
 The Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

Don’ts:
 Do not apply for lower than the minimum Application size;
 Do not apply for a price different from the price mentioned herein or in the Application Form;
 Do not use third party bank account or third-party UPI ID linked Bank Account for making the Application;
 Do not apply on another Application Form after you have submitted an application to the Designated Intermediary;
 Do not pay the Application Price in cash, cheque, by money order or by postal order or by stock invest;
 Do not send Application Forms by post, instead submit the Designated Intermediary only;
 Do not submit the Application Forms to any non-SCSB bank or our Company
 Do not apply on an Application Form that does not have the stamp of the relevant Designated Intermediary;
 Do not submit the application without ensuring that funds equivalent to the entire application Amount are blocked in the
relevant ASBA Account;
 Do not apply for an Application Amount exceeding Rs.2,00,000 (for applications by Retail Individual Applicants);
 Do not fill up the Application Form such that the Equity Shares applied for exceeds the Issue Size and/or investment limit or
maximum number of Equity Shares that can be held under the applicable laws or regulations or maximum amount permissible
under the applicable regulations;
 Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this ground;
 Do not submit incorrect details of the DP ID, beneficiary account number and PAN or provide details for a beneficiary account
which is suspended or for which details cannot be verified by the Registrar to the Issue;
 Do not submit applications on plain paper or incomplete or illegible Application Forms in a colour prescribed for another
category of Applicant; and
 Do not make Applications if you are not competent to contract under the Indian Contract Act, 1872, as amended.

Instructions for Completing the Application Form

The Applications should be submitted on the prescribed Application Form and in BLOCK LETTERS in ENGLISH only in
accordance with the instructions contained herein and in the Application Form. Applications not so made are liable to be rejected.
Applications made using a third-party bank account or using third party UPI ID linked bank account are liable to be rejected.
Application Forms should bear the stamp of the Designated Intermediaries. ASBA Application Forms, which do not bear the stamp
of the Designated Intermediaries, will be rejected.

SEBI, vide Circular No.CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism for investors to submit
Application forms in public issues using the stock broker (broker) network of Stock Exchanges, who may not be syndicate members
in an issue with effect from January 01, 2013. The list of Broker Centre is available on the websites of BSE i.e.
www.bseindia.comand NSE i.e. www.nseindia.com. With a view to broad base the reach of Investors by substantial, enhancing the
points for submission of applications, SEBI vide Circular No.CIR/CFD/POLICY CELL/11/2015 dated November 10, 2015 has
permitted Registrar to the Issue and Share Transfer Agent and Depository Participants registered with SEBI to accept the
Application forms in Public Issue with effect front January 01, 2016. The List of ETA and DPs centres for collecting the application
shall be disclosed is available on the websites of BSE i.e. www.bseindia.comand NSE i.e. www.nseindia.com

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Applicant’s Depository Account and Bank Details

Please note that, providing bank account details, PAN No’s, Client ID and DP ID in the space provided in the application form is
mandatory and applications that do not contain such details are liable to be rejected.

Applicants should note that on the basis of name of the Applicants, Depository Participant's name, Depository Participant
Identification number and Beneficiary Account Number provided by them in the Application Form as entered into the Stock
Exchange online system, the Registrar to the Issue will obtain front the Depository the demographic details including address,
Applicants bank account details, MICR code and occupation (hereinafter referred to as 'Demographic Details'). These Demographic
Details would be used for all correspondence with the Applicants including mailing of the Allotment Advice. The Demographic
Details given by Applicants in the Application Form would not be used for any other purpose by the Registrar to the Issue.

By signing the Application Form, the Applicant would be deemed to have authorized the depositories to provide, upon request, to
the Registrar to the Issue, the required Demographic Details as available on its records.

Submission of Application Form

All Application Forms duly completed shall be submitted to the Designated Intermediaries. The aforesaid intermediaries shall, at the
time of receipt of application, give an acknowledgement to investor, by giving the counter foil or specifying the application number
to the investor, as a proof of having accepted the application form, in physical or electronic mode, respectively.

Communications

All future communications in connection with Applications made in this Issue should be addressed to the Registrar to the Issue
quoting the full name of the sole or First Applicant, Application Form number, Applicants Depository Account Details, number of
Equity Shares applied for, date of Application form, name and address of the Designated Intermediary where the Application was
submitted thereof and a copy of the acknowledgement slip.

Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre Issue or post Issue related problems
such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, etc.

Disposal of Application and Application Moneys and Interest in Case of Delay

The Company shall ensure the dispatch of Allotment advice, and give benefit to the beneficiary account with Depository
Participants and submit the documents pertaining to the Allotment to the Stock Exchange within 2 (two) working days of date of
Allotment of Equity Shares.

The Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and
commencement of trading at SME Platform of BSE where the Equity Shares are proposed to be listed are taken within 6 (Six)
working days from Issue Closing Date.

In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI Regulations, the Company further
undertakes that:

1. Allotment and Listing of Equity Shares shall be made within 6 (Six) days of the Issue Closing Date;

2. Giving of Instructions for refund by unblocking of amount via ASBA not later than 4(four) working days of the Issue Closing
Date, would be ensured; and

3. If such money is not repaid within prescribed time from the date our Company becomes liable to repay it, then our Company and
every officer in default shall, on and from expiry of prescribed time, be liable to repay such application money, with interest as
prescribed under SEBI (ICDR) Regulations, the Companies Act, 2013 and applicable law. Further, in accordance with Section 40 of
the Companies Act, 2013, the Company and each officer in default may be punishable with fine and/or imprisonment in such a case.

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Right to Reject Applications

In case of QIB Applicants, the Company in consultation with the LM may reject Applications provided that the reasons for rejecting
the same shall be provided to such Applicant in writing. In case of Non-Institutional Applicants, Retail Individual Applicants who
applied, the Company has a right to reject Applications based on technical grounds.

Impersonation

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013 which
is reproduced below:

"Any person who—

(a) Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or
(b) Makes or abets making of multiple applications to a company in different names or in different combinations of his name or
surname for acquiring or subscribing for its securities; or
(c) Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in
a fictitious name, shall be liable for action under Section 447."

Undertakings by Our Company

We undertake as follows:

1) That the complaints received in respect of the Issue shall be attended to by us expeditiously and satisfactorily;
2) That all steps will be taken for the completion of the necessary formalities for listing and commencement of trading at the
Stock Exchange where the Equity Shares are proposed to be listed within 6 (six) Working days of Issue Closing Date.
3) That if the Company do not proceed with the Issue, the reason thereof shall be given as a public notice to be issued by our
Company within two days of the Issue Closing Date. The public notice shall be issued in the same newspapers where the pre-
Issue advertisements were published. The stock exchange on which the Equity Shares are proposed to be listed shall also be
informed promptly;
4) That our Promoters’ contribution in full has already been brought in;
5) That no further issue of Equity Shares shall be made till the Equity Shares offered through the Draft Prospectus are listed or
until the Application monies are unblocked on account of non-listing, under subscription etc. and
6) That if the Company withdraws the Issue after the Issue Closing Date, our Company shall be required to file a fresh offer
document with the ROC/ SEBI, in the event our Company subsequently decides to proceed with the Issuer;
7) That funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the
Registrar to the Issue by us;
8) That where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall be
sent to the applicant within the specified period of closure of the Issue giving details of the bank where refunds shall be
credited along with amount and expected date of electronic credit of refund;
9) That Company shall not have recourse to the Issue proceeds until the approval for trading of the Equity Shares from the Stock
Exchange where listing is sought has been received;
10) Adequate arrangements shall be made to collect all Application Forms from the Applicants;
11) That the certificates of the securities/refund orders to Eligible NRIs shall be dispatched within specified time; and
12) That none of the promoters or directors of the company is willful defaulter under Section 5(c) of SEBI (ICDR) Regulations,
2018.

Utilization of Issue Proceeds

The Board of Directors of our Company certifies that:

1) All monies received out of the Issue shall be credited/ transferred to a separate bank account other than the bank account
referred to in sub section (3) of Section 40 of the Companies Act 2013;
2) Details of all monies utilized out of the Issue referred above shall be disclosed and continue to be disclosed till the time any
part of the issue proceeds remains unutilized, under an appropriate head in our balance sheet of our company indicating the
purpose for which such monies have been utilized;

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3) Details of all unutilized monies out of the Issue, if any shall be disclosed under the appropriate separate head in the balance
sheet of our company indicating the form in which such unutilized monies have been invested and
4) Our Company shall comply with the requirements of SEBI Listing Regulations, 2015 in relation to the disclosure and
monitoring of the utilization of the proceeds of the Issue.
5) Our Company shall not have recourse to the Issue Proceeds until the approval for listing and trading of the Equity Shares
from the Stock Exchange where listing is sought has been received.
6) The Lead Manager undertakes that the complaints or comments received in respect of the Issue shall be attended by our
Company expeditiously and satisfactorily.

Equity Shares in Dematerialized Form with NSDL or CDSL

To enable all shareholders of our Company to have their shareholding in electronic form, the Company has signed the following
tripartite agreements with the Depositories and the Registrar and Share Transfer Agent:

a) Agreement dated [●]between NSDL, the Company and the Registrar to the Issue;
b) Agreement dated [●]between CDSL, the Company and the Registrar to the Issue;

The Company's equity shares bear an ISIN No. [●]

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RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and Foreign
Exchange Management Act, 1999 ("FEMA"). While the Industrial Policy, 1991 prescribes the limits and the conditions subject to
which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in
all sectors of Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain
prescribed procedures for making such investment. The government bodies responsible for granting foreign investment approvals
are the Reserve Bank of India ("RBI") and Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India ("DIPP").

The Government of India, from time to time, has made policy pronouncements on Foreign Direct Investment ("FDI") through press
notes and press releases. The DIPP, has issued consolidated FDI Policy Circular of 2017 ("FDI Policy 2017"), with effect from
August 28, 2017, which consolidates and supersedes all previous press notes, press releases and clarifications on FDI Policy issued
by the DIPP that were in force. The Government proposes to update the consolidated circular on FDI policy once every year and
therefore, FDI Policy 2017 will be valid until the DIPP issues an updated circular.

The RBI also issues Master Circular on Foreign Investment in India every year. Presently, FDI in India is being governed by Master
Circular on Foreign Investment dated July 01, 2015 as updated from time to time by RBI. In terms of the Master Circular, an Indian
company may issue fresh shares to people resident outside India (who is eligible to make investments in India, for which eligibility
criteria are as prescribed). Such fresh issue of shares shall be subject to inter-alia, the pricing guidelines prescribed under the Master
Circular. The Indian company making such fresh issue of shares would be subject to the reporting requirements, inter-alia with
respect to consideration for issue of shares and also subject to making certain filings including filing of Form FC-GPR.

In case of investment in sectors through Government Route, approval from competent authority as mentioned in Chapter 4 of the
FDI Policy 2017 has to be obtained.

The transfer of shares between an Indian resident to a non-resident does not require the prior approval of the RBI, subject to
fulfillment of certain conditions as specified by DIPP/RBI, from time to time. Such conditions include:

1) where the transfer of shares requires the prior approval of the Government as per the extant FDI policy provided that:

a. the requisite approval of the Government has been obtained; and

b. the transfer of shares adheres with the pricing guidelines and documentation requirements as specified by the Reserve
Bank of India from time to time.;

2) where the transfer of shares attract SEBI (SAST) Regulations subject to the adherence with the pricing guidelines and
documentation requirements as specified by Reserve Bank of India from time to time;

3) where the transfer of shares does not meet the pricing guidelines under the FEMA, 1999 provided that:

a. The resultant FDI is in compliance with the extant FDI policy and FEMA regulations in terms of sectoral caps,
conditionality’s (such as minimum capitalization, etc.), reporting requirements, documentation etc.;

b. The pricing for the transaction is compliant with the specific/explicit, extant and relevant SEBI regulations/guidelines
(such as IPO, Book building, block deals, delisting, exit, open offer/substantial acquisition/SEBI SAST); and
Chartered Accountants Certificate to the effect that compliance with the relevant SEBI regulations/guidelines as
indicated above is attached to the form FC-TRS to be filed with the AD bank; and

4) where the investee company is in the financial sector provided that:

a. Any fit and proper/due diligence requirements as regards the non-resident investor as stipulated by the respective
financial sector regulator, from time to time, have been complied with; and

b. The FDI policy and FEMA regulations in terms of sectoral caps, conditionalities (such as minimum capitalization,
pricing, etc.), reporting requirements, documentation etc., are complied with.

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As per the existing policy of the Government of India, OCBs cannot participate in this Issue and in accordance with the extant FDI
guidelines on sectoral caps, pricing guidelines etc. as amended by Reserve bank of India, from time to time. Investors are advised to
confirm their eligibility under the relevant laws before investing and / or subsequent purchase or sale transaction in the Equity
Shares of our Company. Investors will not offer, sell, pledge or transfer the Equity Shares of our Company to any person who is not
eligible under applicable laws, rules, regulations, guidelines. Our Company, the Underwriters and their respective directors, officers,
agents, affiliates and representatives, as applicable, accept no responsibility or liability for advising any investor on whether such
investor is eligible to acquire Equity Shares of our Company.

Investment conditions/restrictions for overseas entities

Under the current FDI Policy 2017, the maximum amount of Investment (sectoral cap) by foreign investor in an issuing entity is
composite unless it is explicitly provided otherwise including all types of foreign investments, direct and indirect, regardless of
whether it has been made for FDI, FPI, NRI/OCI, LLPs, FVCI, Investment Vehicles and DRs under Schedule 1, 2, 3, 6, 7, 8, 9, 10
and 11 of FEMA (Transfer or Issue of Security by Persons Resident outside India) Regulations, 2017. Any equity holding by a
person resident outside India resulting from conversion of any debt instrument under any arrangement shall be reckoned as foreign
investment under the composite cap.

Portfolio Investment upto aggregate foreign investment level of 49% or sectoral/statutory cap, whichever is lower, will not be
subject to either Government approval or compliance of sectoral conditions, if such investment does not result in transfer of
ownership and/or control of Indian entities from resident Indian citizens to non-resident entities. Other foreign investments will be
subject to conditions of Government approval and compliance of sectoral conditions as per FDI Policy. The total foreign
investment, direct and indirect, in the issuing entity will not exceed the sectoral/statutory cap.

Investment by FPIs under Portfolio Investment Scheme (PIS)

With regards to purchase/sale of capital instruments of an Indian company by an FPI under PIS the total holding by each FPI or an
investor group as referred in SEBI (FPI) Regulations, 2014 shall not exceed 10% of the total paid-up equity capital on a fully diluted
basis or less than 10% of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian
company and the total holdings of all FPIs put together shall not exceed 24% of paid-up equity capital on fully diluted basis or paid-
up value of each series of debentures or preference shares or share warrants. The said limit of 10% and 24% will be called the
individual and aggregate limit, respectively. However, this limit of 24 % may be increased up to sectoral cap/statutory ceiling, as
applicable, by the Indian company concerned by passing a resolution by its Board of Directors followed by passing of a special
resolution to that effect by its general body.

Investment by NRI or OCI on repatriation basis:

The purchase/sale of equity shares, debentures, preference shares and share warrants issued by an Indian company (hereinafter
referred to as "Capital Instruments") of a listed Indian company on a recognised stock exchange in India by Non-Resident Indian
(NRI) or Overseas Citizen of India (OCI) on repatriation basis is allowed subject to certain conditions under Schedule 3 of the
FEMA (Transfer or Issue of security by a person resident outside India) Regulations, 2017.

The total holding by any individual NRI or OCI shall not exceed 5% of the total paid-up equity capital on a fully diluted basis or
should not exceed 5% of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian
company and the total holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully
diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrants;
provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the general body
of the Indian company.

Investment by NRI or OCI on non-repatriation basis

As per current FDI Policy 2017, schedule 4 of FEMA (Transfer or Issue of Security by Persons Resident outside India) Regulations
– Purchase/ sale of Capital Instruments or convertible notes or units or contribution to the capital of an LLP by a NRI or OCI on
non- repatriation basis – will be deemed to be domestic investment at par with the investment made by residents. This is further
subject to remittance channel restrictions.

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The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("US Securities Act")
or any other state securities laws in the United States of America and may not be sold or offered within the United States of
America, or to, or for the account or benefit of "US Persons" as defined in Regulation S of the U.S. Securities Act, except pursuant
to exemption from, or in a transaction not subject to, the registration requirements of US Securities Act and applicable state
securities laws.

Accordingly, the equity shares are being offered and sold only outside the United States of America in an offshore transaction in
reliance upon Regulation S under the US Securities Act and the applicable laws of the jurisdiction where those offers and sale occur.

Further, no offer to the public (as defined under Directive 20003/71/EC, together with any amendments) and implementing
measures thereto, (the "Prospectus Directive") has been or will be made in respect of the Issue in any member State of the European
Economic Area which has implemented the Prospectus Directive except for any such offer made under exemptions available under
the Prospectus Directive, provided that no such offer shall result in a requirement to publish or supplement a prospectus pursuant to
the Prospectus Directive, in respect of the Issue.

Any forwarding, distribution or reproduction of this document in whole or in part may be unauthorised. Failure to comply with this
directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Any investment decision should
be made on the basis of the final terms and conditions and the information contained in this Prospectus.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and
may not be offered or sold, and Application may not be made by persons in any such jurisdiction, except in compliance with the
applicable laws of such jurisdiction.

The above information is given for the benefit of the Applicants. Our Company and the Lead Manager are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Prospectus.
Applicants are advised to make their independent investigations and ensure that the Applications are not in violation of laws or
regulations applicable to them and do not exceed the applicable limits under the laws and regulations.

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SECTION IX - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF OUR COMPANY

Pursuant to Schedule I of the Companies Act, and the SEBI (ICDR) Regulations, 2018, the Main provisions of the Articles of
Association relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and Transmission of equity shares or
debentures, their consolidation or splitting are as provided below. Each provision below is numbered as per the corresponding
article number in the articles of association and defined terms herein have the meaning given to them in the Articles of Association.

Article Interpretation Heading

No.
1. No regulation contained in Table F in the First Schedule to the Companies Act, 2013 shall apply Preliminary
to this Company, but the regulation for the management of the Company and for the observance
of the Members thereof and their representatives shall, subject to any exercise of the statutory
powers of the Company with reference to the repeal or alterations of, or addition thereto, by
Special Resolution as prescribed by the said Act, be as such as are contained in these Articles.
2. In these Articles unless there be something in the subject matter or context inconsistent therewith: Interpretation
“The Company” or “this Company” means SM Auto Stamping Limited The Company or
this Company
“The Act” means the Companies Act, 2013, or any statutory modification or re-enactment, The Act
clarifications and notification thereof for the time being in force and the term shall be deemed to
refer to the applicable section thereof which is relatable to the relevant Article in which the said
term appears in these Articles and any previous Company law, so far as may be applicable.
“Annual General Meeting” means a general meeting of the members held as such, in Annual General
accordance with the provisions of the Act. Meeting
“Beneficial Owner” means a person as defined by section 2(1)(a) of the Depositories Act, 1996. Beneficial Owner
“The Board” or the “Board of Directors” means the collective body of the Directors of the The Board or the
Company. Board of
Directors
“Capital” means the Share capital, for the time being, raised or authorised to be raised, for Capital
purposes of the Company.
“Debenture” includes debenture stock, bonds or any other instrument of the Company Debenture
evidencing the debts whether constituting the charge on the assets of the Company or not.
“Depositories Act 1996” means The Depositories Act, 1996 and includes any statutory Depositories Act
modification or re-enactment thereof for the time being in force. 1996
“Depository” means and includes a Company as defined in section 2(1) (e) of “The Depositories
Act, 1996.
“Directors” means a director appointed to the Board of the Company. Directors
“Dividend” includes interim dividend. Dividend
“Extra-ordinary General Meeting” means an extraordinary general meeting of the members, Extra-ordinary
duly called and constituted, and any adjourned holding thereof. General Meeting
“In writing” or “written” include printing, lithography and other modes of representing or In writing or
reproducing words in a visible form. written
“Member” means member as defined under section 2(55) of the Companies Act, 2013 Member
“Office” means the registered office, for the time being, of the Company. Office
“Ordinary resolution” and “special resolution” shall have the same meaning assigned thereto Ordinary
by the Act. resolution and
special resolution
“Paid-up”means paid up capital as defined under section 2(64) of the Companies Act, 2013. Paid-up
“Participant” means individual / institutions as defined under Section 2(1)(g) of the Depositories
Act, 1996.
“Persons” include corporations and firms as well as individuals. Participant
“Register of Members” means the Register of Members to be kept pursuant to the Act, and Register of
includes index of beneficial owners mentioned by a Depository. Members
“The Registrar” means, Registrar as defined under section 2(75) of the Companies Act, 2013. The Registrar
“Secretary” means a Company Secretary, within the meaning of clause (c) of sub section (1) of Secretary

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section 2 of Company Secretaries Act, 1980, who is appointed by the Company to perform the
functions of the Company Secretary under this Act
“Seal” means the common seal, for the time being, of the Company. Seal
“Share” means a Share in the capital of the Company, and includes stock, except where a Share
distinction between Stock and Shares is express or implied.
“Year” means a calendar year and “financial year” shall have the same meaning as assigned Year
thereto by or under the Companies Act, 2013.
Words importing the singular number include, where the context admits or requires, the plural
number and vice versa.

Words importing the masculine gender also include the feminine gender.

The margin notes, if used or incorporated, or, after being used, removed, at any time thereafter, in
these Articles shall not affect the construction hereof.

Save as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the
subject or context, bear the same meaning so far as these Articles are concerned.

The Section number, with relation to the Act, referred to anywhere in these presents, may be
deemed to have been replaced by such other number or numbers, as may, after the amendments or
modifications effected in the Act or repeal of the Act and introduction of the new Act as such in
its place, contain the relevant provisions, in the context or circumstances of that respective
Article, as may be proper and justifiable and shall be interpreted in its true intention.
3. Where the Act requires that the company cannot undertake any act or exercise any rights or General
powers, unless expressly authorized by its articles, these articles shall in relation to the Company, Authority
be deemed to confer such right, authority or power.

4. The Authorized Share Capital of the Company is such amount, as stated, for the time being, or Capital And
may be varied, from time to time, under the provisions of the Act, in the Clause 5 of the Increase And
Memorandum of Association of the Company, divided into such number, classes and descriptions Reduction
of Shares and into such denominations, as stated therein, and further with such powers to increase Thereof
the same or otherwise as stated therein.

5. The Company, in general meeting, may, from time to time, increase the capital by the creation of
new shares. Such increase in the capital shall be of such aggregate amount and to be divided into
such number of Shares of such respective amounts, as the resolution, so passed in that respect,
shall prescribe. Subject to the provisions of the Act, any Shares of the original or increased capital
shall be issued upon such terms and conditions and with such rights and privileges annexed
thereto as the general meeting, resolving upon the creation thereof, shall direct, and, if no
direction be given, as the Directors shall determine, and, in particular, such Shares may be issued
with a preferential, restricted or qualified right to dividends, and in the distribution of assets of the
Company, on winding up, and with or without a right of voting at general meetings of the
Company, in conformity with and only in the manner prescribed by the provisions of the Act.
Whenever capital of the Company has been increased under the provisions of this Article, the
Directors shall comply with the applicable provisions of the Act.

6. Except so far as otherwise provided by the conditions of issue or by these presents, any capital
raised by the creation of new shares shall be considered as part of the existing capital and shall be
subject to the provisions contained herein with reference to the payment of calls and installments,
forfeiture, lien, surrender, transfer and transmission, voting or otherwise.

7. Subject to the provisions of Section 55 of the Act and the rules made thereunder, the Company
shall have the power to issue preference shares, which are liable to be redeemed and the
resolution authorizing such issue shall prescribe the manner, terms and conditions of redemption.

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8. On the issue of Redeemable Preference Shares under the provisions of the preceding Article, the
following provisions shall take effect:-
i. No such Shares shall be redeemed except out of the profits of the Company which would
otherwise be available for dividend or out of the proceeds of a fresh issue of Shares made
for the purpose of the redemption.
ii. No such shares shall be redeemed unless they are fully paid;
iii. The premium, if any, payable on redemption, must have been provided for, out of the
profits of the Company or the Share Premium Account of the Company before, the
Shares are redeemed; and
iv. Where any such Shares are redeemed otherwise than out of the proceeds of a fresh issue,
there shall, out of profits which would otherwise have been available for dividend, be
transferred to a reserve fund to be called “Capital Redemption Reserve Account”, a sum
equal to the nominal amount of the Shares redeemed and the provisions of the Act,
relating to the reduction of the Share Capital of the Company, shall, except as provided
in Section 80 of the Act, apply as if “Capital Redemption Reserve Account” were paid
up Share capital of the Company.

9. Subject to Section 66 of the Companies Act, 2013, the Company may by special resolution,
reduce its capital and any Capital Redemption Reserve Account or Other Premium Account, for
the time being, in any manner, authorized by law, and, in particular, without prejudice to the
generality of the foregoing powers, the capital may be paid off on the footing that it may be called
up again or otherwise. This Article is not to derogate from any power, the Company would have,
if it were omitted.

10. Subject to the applicable provisions of the Act, the Company, in general meeting, may, from time
to time, sub-divide, reclassify or consolidate its Shares or any of them, and the resolution whereby
any Share is sub-divided, may determine that, as between the holders of the Shares resulting from
such sub-division, one or more of such Shares shall have some preference or special advantage as
regards dividend, capital or otherwise over or as compared with the other or others. Subject as
aforesaid, the Company, in general meeting, may also cancel shares, which have not been taken or
agreed to be taken by any person, and diminish the amount of its Share capital by the amount of
the Shares so cancelled.

11. Whenever the capital, by reason of the issue of Preference Shares or otherwise, is divided into
different classes of shares, all or any of the rights and privileges attached to each class may,
subject to the applicable provisions of the Act, be modified, commuted, affected or abrogated, or
dealt with by an agreement between the Company and any person purporting to contract on behalf
of that class, provided such agreement is ratified, in writing, by holders of at least three-fourths in
nominal value of the issued Shares of the class or is confirmed by a special resolution passed at a
separate general meeting of the holders of Shares of that class and all the provisions hereinafter
contained as to general meetings, shall, mutatis mutandis, apply to every such meeting.

12. The Company shall keep or cause to be kept a Register and Index of Members, in accordance Shares And
with the applicable Sections of the Act. The Company shall be entitled to keep, in any State or Certificates
Country outside India, a Branch Register of Members, in respect of those residents in that State or
Country.

13. The Shares, in the capital, shall be numbered progressively according to their several classes and
denominations, and, except in the manner hereinabove mentioned, no Share shall be sub-divided.
Every forfeited or surrendered Share may continue to bear the number by which the same was
originally distinguished with, or as may be otherwise, as may be decided by the Board of
Directors or required by any other authority, as may be, for the time being, in force.

14. i. Where at the time, it is proposed to increase the subscribed capital of the Company by
allotment of further Shares either out of the unissued or out of the increased Share capital

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then:
a. Such further Shares shall be offered to the persons who at the date of the offer,
are holders of the Equity Shares of the Company, in proportion, as near as
circumstances admit, to the capital paid up on those Shares at that date.
b. Such offer shall be made by a notice specifying the number of Shares offered
and limiting a time not less than fifteen days and not exceeding thirty days from
the date of the offer within which the offer if not accepted, will be deemed to
have been declined.
c. The offer aforesaid shall be deemed to include a right exercisable by the person
concerned to renounce the Shares offered to him in favour of any other person
and the notice referred to in sub-clause (b) hereof shall contain a statement of
this right provided that the Directors may decline, without assigning any reason
to allot any Shares to any person in whose favour any member may, renounce
the Shares offered to him.
d. After expiry of the time specified in the aforesaid notice or on receipt of earlier
intimation from the person to whom such notice is given that he declines to
accept the Shares offered, the Board of Directors may dispose of them in such
manner as they think most beneficial to the Company.
ii. Notwithstanding anything contained in sub-clause (i) thereof, the further Shares
aforesaid may be offered to any persons (whether or not those persons include the
persons referred to in clause (a) of sub-clause (i) hereof) in any manner either for cash or
for a consideration other than cash, if the price of such shares is determined by the
valuation report of a Registered Valuer subject to such conditions prescribed in the rules
made thereunder.
iii. Nothing in sub-clause (c) of (i) hereof shall be deemed:
a. To extend the time within the offer should be accepted; or
b. To authorize any person to exercise the right of renunciation for a second time,
on the ground that the person in whose favor the remuneration was first made
has declined to take the Shares comprised in the renunciation.
iv. Nothing in this Article shall apply to the increase of the subscribed capital of the
Company caused by the exercise of an option attached to the Debenture issued or loans
raised by the Company to convert such Debenture or loans into Shares in the Company.
Provided that the terms of issue of such Debentures or the terms of such loans loan
containing such an option have been approved before the issue of such debentures or the
raising of loan by a special resolution passed by the Company in general meeting.

15. Subject to the provisions of Section 62 of the Companies Act, 2013 and the rules made thereunder
and these Articles of the Company for the time being shares shall be under the control of the
Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in
such proportion and on such terms and conditions and either at a premium or at part and at such
time as they may from time to time think fit and with the sanction of the Company in the General
Meeting to give any person or persons the option or right to call for any Shares either at par or
premium during such time and for such consideration as the Directors think fit, and may issue and
allot Shares in the capital of the Company on payment in full or part of any property sold and
transferred or for any services rendered to the Company in the conduct of its business and any
Shares which may so be allotted may be issued as fully paid up Shares and if so issued, shall be
deemed to be fully paid Shares. Provided that option or right to call of Shares shall not be given to
any person or persons without the sanction of the Company in the General Meeting. The Board
shall cause to be filed the returns as to allotment as may be prescribed from time to time.

16. In addition to and without derogating from the powers for that purpose conferred on the Board
under the preceding two Articles, the Company, in general meeting, may determine that any
Shares, whether forming part of the original capital or of any increased capital of the Company,
shall be offered to such persons, whether or not the members of the Company, in such proportion
and on such terms and conditions and, subject to compliance with the provisions of applicable

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provisions of the Act, either at a premium or at par, as such general meeting shall determine and
with full power to give any person, whether a member or not, the option to call for or be allotted
Shares of any class of the Company either, subject to compliance with the applicable provision of
the Act, at a premium or at par, such option being exercisable at such times and for such
consideration as may be directed by such general meeting, or the Company in general meeting
may make any other provision whatsoever for the issue, allotment or disposal of any Shares.

17. Any application signed by or on behalf of an applicant for subscription for Shares in the
Company, followed by an allotment of any Shares therein, shall be an acceptance of Shares within
the meaning of these Articles, and every person, who, thus or otherwise, accepts any Shares and
whose name is entered on the Registered shall, for the purpose of these Articles, be a member.

18. The money, if any, which the Board shall, on the allotment of any shares being made by them,
require or direct to be paid by way of deposit, call or otherwise, in respect of any Shares allotted
by them, shall immediately on the insertion of the name of the allottee in the Register of Members
as the name of the holder of such Shares, become a debt due to and recoverable by the Company
from the allottee thereof, and shall be paid by him accordingly, in the manner prescribed by the
Board.
19. Every member or his heirs, executors or administrators, shall pay to the Company the portion of
the capital represented by his Share or Shares which may, for the time being, remain unpaid
thereon, in such amounts, at such time or times, and in such manner as the Board shall, from time
to time, in accordance with the Regulations of the Company, require or fix for the payment
thereof.
20. i. Every Member shall be entitled, without payment, to one or more certificates in
marketable lots, for all the Shares of each class or denomination registered in his name,
or if the Directors so approve (upon paying such fee as the Directors may from time to
time determine) to several certificates, each for one or more of such Shares and the
Company shall complete and have ready for delivery such certificates within two (2)
months from the date of allotment, unless the conditions of issue thereof otherwise
provide, or within one (1) month of the receipt of application of registration of transfer,
transmission, sub-division, consolidation or renewal of any of its Shares as the case may
be. Every certificate of Shares shall be under the seal of the Company and shall specify
the number and distinctive numbers of Shares in respect of which it is issued and amount
paid-up thereon and shall be in such form as the directors may prescribe or approve,
provided that in respect of a Share or Shares held jointly by several persons the
Company shall not be bound to issue more than one certificate and delivery of a
certificate of Shares to one of several joint holders shall be sufficient delivery to all
Shareholders. Every such certificate shall be issued under the seal of the Company,
which shall be affixed in the presence of two Directors or persons acting on behalf of the
Directors under a power of attorney and the Secretary or some other person appointed by
the Board for the purpose, and such two Directors or their attorneys, and the Secretary or
other person shall sign the Share Certificates, provided that, if the composition of the
Board permits, provided that, of it, at least one of the aforesaid two Directors shall be a
person other than Managing Director or a Wholetime Director. Particulars of every Share
certificates issued shall be entered in the Register of Members against the name of the
person, to whom it has been issued, indicating the date of issue.
ii. Any two or more joint allotees, in respect of a Share, shall, for the purpose of this
Article, be treated as a single member, and the certificate of any Share, which may be
subject of joint ownership, may be delivered to the person named first in the order or
otherwise even to any one of such joint owners, on behalf of all of them. For any further
certificate, the Board shall be entitled but shall not be bound to prescribe a charge not
exceeding Rupee 50(fifty) per such certificate. In this respect, the Company shall comply
with the applicable provisions, for the time being, in force, of the Act.
iii. A director may sign a Share certificate by affixing his signature thereon by means of any
machine, equipment or other mechanical means, such as engraving in metal or

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lithography, but not by means of a rubber stamp provided that the Directors shall be
responsible for the safe custody of such machine, equipment or other material used for
the purpose.

21. i. The Directors may, if they think fit, subject to the provisions of Section 50 of the Act,
agree to receive from any member willing to advance the same, all or any part of the
amount of his Shares beyond the sums actually called up and upon the monies so paid in
advance or upon so much thereof as from time to time exceeds the amount of the calls
then made upon the Shares in respect of which such advances has been made, the
Company may pay interest at such rate, as the member paying such sum in advance and
the Directors agree upon provided that money paid in advance of calls shall not confer a
right to participate in profits or dividend. The Directors may at any time repay the
amount so advanced.

The member shall not be entitled to any voting rights in respect of the moneys so paid by
him until the same would but for such payment, become presently payable.

The Provisions of these Articles shall mutatis mutandis apply to the calls on Debentures
of the Company.

ii. When a new Share certificate has been issued in pursuance of the preceding clause of
this Article, it shall state on the face of it and against the stub or counterfoil to the effect
that it is “Issued in lieu of Share Certificate No.......... sub-divided/replaced/on
consolidation of Shares”.

iii. If any certificate be worn out, defaced, mutilated, or torn or if there be no further space
on the back thereof for endorsement of transfer, then upon production and surrender
thereof to the Company, a new certificate may be issued in lieu thereof and if any
certificate lost or destroyed then upon proof thereof to the satisfaction of the Company
and on execution of such indemnity as the Company deem adequate, being given, and a
new certificate in lieu thereof shall be given to the party entitled to such lost or destroyed
certificate. Every certificates under the Article shall be issued without payment of fees if
the Directors so decide, or on payment of such fees (not exceeding Rs. 50/- (Fifty) for
each certificate) as the Directors shall prescribe. Provided that no fee shall be charged for
issue of new certificates in replacement of those which are old, defaced or worn out or
where there is no further space on the back thereof for endorsement of transfer.

Provided that notwithstanding what is stated above the Directors shall comply with such
Rules or Regulation or requirements of any Stock Exchange or the Rules made under the
Act or the rules made under Securities Contracts (Regulation) Act, 1956 or any other
Act, or rules applicable in this behalf.

iv. When a new Share certificate has been issued in pursuance of the preceding clause of
this Article, it shall state on the face of it and against the stub or counterfoil to the effect
that it is “DUPLICATE. Issued in lieu of Share Certificate No. .......” The word
“DUPLICATE” shall be stamped or punched in bold letters across the face of the Share
certificate.

v. Where a new Share certificate has been issued in pursuance of clause (i) or clause (iii) of
this Article, particulars of every such Share certificate shall be entered in a Register of
Renewed and Duplicate Share Certificates, indicating against the names of the person or
persons to whom the certificate is issued, the number and date of issue of the Share
certificate, in lieu of which the new certificate is issued, and the necessary changes

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indicated in the Register of Members by suitable cross reference in the “Remarks”

column.

vi. All blank forms to be issued for issue of Share certificates shall be printed and the
printing shall be done only on the authority of a resolution of the Board. The blank forms
shall be consecutively numbered, whether by machine, hand or otherwise, and the forms
and the blocks, engravings, facsimiles and hues relating to the printing of such forms
shall be kept in the custody of the Secretary, where there is no Secretary, the Managing
Director or Whole time Director, and where there is no such director, the Chairman of
the Board, for the time being, or otherwise of such other person, as the Board may
appoint for the purpose, and the Secretary, such director, Chairman or such other person
shall be responsible for rendering an account of these forms to the Board.

vii. The Managing Director of the Company, for the time being, or, if the Company has no
Managing Director, every director of the Company shall be severally responsible for the
maintenance, preservation and safe custody of all books and documents relating to the
issue of Share certificates except the blank forms of Share certificates referred to in
Clause (vi) of this Article.

viii. All books referred to in clause (vii) of this Article shall be preserved in good order
permanently, or for such period as may be prescribed by the Act or the Rules made
thereunder.

22. If any Share stands in the names of two or more persons, the person first named, in the Register,
shall, as regards receipt of dividends or bonus or service of notices and all or any matter
connected with the Company, except voting at meetings and the transfer of the Shares, be deemed
the sole holder thereof but the joint holders of a Share shall be severally as well as jointly liable
for the payment of all installments of calls due in respect of such Share and for all incidents
otherwise.

23. Except as ordered by a Court of competent jurisdiction or as by law required, the Company shall
not be bound to recognize any equitable, contingent, future or partial interest in any Share, or,
except only as is, by these presents, otherwise expressly provided, any right in respect of a Share
other than an absolute right thereto, in accordance with these Articles, in the person, from time to
time, registered as the holder thereof, but the Board shall be, at liberty, at their sole discretion, to
register any Share in the joint names of any two or more persons or the survivor or survivors of
them.

24. Subject to the provisions of Sections 68 to 70 of the Act 2013 and the rules thereunder, the
Company may purchase its own Shares or other specified securities out of free reserves, the
securities premium account or the proceeds of issue of any Share or specified securities.

25. Subject to the provisions contained in sections 68 to 70 and all applicable provisions of the Act
and subject to such approvals, permissions, consents and sanctions from the concerned authorities
and departments, including the Securities and Exchange Board of India and the Reserve Bank of
India, if any, the Company may, by passing a special resolution at a general meeting, purchase its
own Shares or other specified securities (hereinafter referred to as ‘buy-back’) from its existing
Shareholders on a proportionate basis and/or from the open market and/or from the lots smaller
than market lots of the securities (odd lots), and/or the securities issued to the employees of the
Company pursuant to a scheme of stock options or sweat Equity, from out of its free reserves or
out of the securities premium account of the Company or out of the proceeds of any issue made
by the Company specifically for the purpose, on such terms, conditions and in such manner as
may be prescribed by law from time to time; provided that the aggregate of the securities so
bought back shall not exceed such number as may be prescribed under the Act or Rules made

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from time to time.

26. Subject to the provisions of Section 40 of the Act 2013 and the rules thereof, the Company may, Commission And
at any time, pay a commission to any person in consideration of his subscribing or agreeing to Brokerage
subscribe, whether absolutely or conditionally, for any Shares in or Debentures of the Company
or procuring or agreeing to procure the subscribers, whether absolutely or conditional, for any
Shares in or Debentures of the Company, but so that the commission shall not exceed, in the case
of Shares, five per cent of the price at which the Shares are issued and, in the case of Debentures
two and half per cent of the price at which the Debentures are issued, and such commission may
be satisfied in any such manner, including the allotment of the Shares or Debentures, as the case
may be, as the Board thinks fit and proper.

27. Subject to the provisions of the Act, the Company may pay a reasonable sum for brokerage.

28. The Board may, from time to time, subject to the terms on which any Shares may have been Calls
issued and subject to the conditions of allotment, by a resolution passed only at a duly constituted
meeting of the Board, make such call, as it thinks fit, upon the members in respect of all moneys
unpaid on the Shares held by them respectively and each member shall pay the amount of every
call so made on him to the person or persons and at the times and places appointed by the Board.
A call may be made payable by installments.

29. At least fifteen days’ notice, in writing, of any call, shall be given by the Company specifying the
time and place of payment, and the person or persons to whom such call be paid.

30. A call shall be deemed to have been made at the time when the resolution authorizing such call
was passed at a meeting of the Board.

31. The Board may, from time to time, at its discretion, extend the time fixed for the payment of any
call, and may extend such time as to all or any of the members whom owing to their residence at a
distance or other cause, the Board may deem fairly entitled to such extension, but no member
shall be entitled to such extension, save as a matter of grace and favor.

32. A call may be revoked or postponed at the discretion of Board.

33. The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

34. If any members fails to pay any call due from him on the day appointed for payment thereof, or
any such extension thereof as aforesaid, he shall be liable to pay interest on the same from the day
appointed for the payment thereof to the time of actual payment at such rate as shall, from time to
time, be fixed by the Board, but nothing in this Article shall render it obligatory for the Board to
demand or recover any interest from any such member.

35. Any sum, which, by the terms of issue of a Share, becomes payable on allotment or at any fixed
date, whether on account of the nominal value of the Share or by way of premium, shall, for the
purposes of these Articles, be deemed to be a call duly made and payable on the date on which, by
the terms of issue, the same becomes payable, and, in the case of non-payment, all the relevant
provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise, shall
apply, as if such sum had become payable by virtue of a call duly made and notified.

36. On the trial or hearing of any action or suit brought by the Company against any member or his
representative for the recovery of any money claimed to be due to the Company in respect of his
Shares, it shall be sufficient to prove that the name of the member, in respect of whose Shares the
money is sought to be recovered, appears or is entered on the Register of Members as the holder,
at or subsequent to the date at which the money is sought to be recovered, is alleged to have
become due on the Shares in respect of which money is sought to be recovered, and that the

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resolution making the call is duly recorded in the minute book, and that notice, of which call, was
duly given to the member or his representatives and used in pursuance of these Articles, and it
shall not be necessary to prove the appointment of the Directors who made such call, and not that
a quorum of Directors was present at the meeting of the Board at which any call was made, and
nor that the meeting, at which any call was made, has duly been convened or constituted nor any
other matter whatsoever, but the proof of the matters aforesaid shall be conclusive of the debt.

37. Neither the receipt by the Company of a portion of any money which shall, from time to time, be
due from any member to the Company in respect of his Shares, either by way of principal or
interest, nor any indulgence granted by the Company in respect of the payment of any such
money, shall preclude the Company from thereafter proceeding to enforce a forfeiture of such
Shares as hereinafter provided.

38. i. The Board may, if it thinks fit, agree to and receive from any member willing to advance
the same all or any part of the amounts of his respective Shares beyond the sums actually
called up and upon the moneys so paid in advance, or upon so much thereof, from time
to time, and, at any time thereafter, as exceeds the amount of the calls then made upon
and due in respect of the Shares on account of which such advances are made, the Board
may pay or allow interest at such rate, as the member paying the sum in advance and the
Board agrees upon, subject to the provisions of the Act. The Board may agree to repay,
at any time, any amount so advanced or may, at any time, repay the same upon giving to
the member 3 (Three) months’ notice, in writing, provided that moneys paid, in advance
of calls, on any Shares may carry interest but shall not confer a right to dividend or to
participate in profits.
ii. No member paying any such sum in advance shall be entitled to voting rights in respect
of the moneys so paid by him, until the same would, but for such payment, become
presently payable.

39. i. The Company shall have a first and paramount lien upon all the Shares/Debentures Lien
(other than fully paid-up Shares/Debentures) registered in the name of each member
(whether solely or jointly with others) and upon the proceeds of sale thereof for all
moneys (whether presently payable or not) called or payable at a fixed time in respect of
such Shares/Debentures and no equitable interest in any Shares shall be created except
upon the footing and condition that this Article will have full effect. And such lien shall
extend to all dividends and bonuses from time to time declared in all respect of such
Shares/Debentures. Unless otherwise agreed, the registration of a transfer of
Shares/Debentures shall operate as a waiver of the Company’s lien, if any, on such
Shares/ Debentures. The Directors may at any time declare any Shares/Debentures
wholly or in part to be exempt from the provisions of this clause.
ii. Every fully paid shares shall be free from all lien and that in the case of partly paid
shares the Issuer’s lien shall be restricted to moneys called or payable at a fixed time in
respect of such shares

40. For the purpose of enforcing such lien, the Board may sell the Shares, subject thereto, in such
manner, as it shall think fit, and, for that purpose, may cause to be issued a duplicate certificate in
respect of such Shares, and may authorize one of their members to execute a transfer thereof, on
behalf of and in the name of such manner. No sale shall be made until such period, as aforesaid,
shall have arrived and until notice, in writing, of the intention to sell, shall have been served on
such member or his representatives and the default, whether express or implied, shall have been
made by him or them in payment, fulfillment or discharge of such debts, liabilities or
engagements, for such further days allowed, after the service of such notice, and stated therein.

41. The net proceeds of any such sale shall be received by the Company and applied in or towards
payment of such part of the amount, in respect of which the lien exists, as is presently payable,
and the residue, if any, shall, subject to a like lien for sums not presently payable as existed upon

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the Shares before the sale, be paid to the persons entitled to the Shares at the date of the sale.

42. If any member fails to pay any call or installment of a call on or before the day appointed for the Forfeiture Of
payment of the same or any such extension thereof as aforesaid, the Board may, at any time Shares
thereafter, during such time as the call or installment remains unpaid, give notice to him requiring
him to pay the same together with any interest that may have accrued and all expenses that may
have been incurred by the Company by reason of such non-payment.

43. The notice shall name a day, not being less than 14 (Fourteen) days from the date of the notice,
and a place or places on and at which such call or installment and such interest and expenses as
aforesaid are to be paid. The notice shall also state, that, in the event of the non-payment at or
before the time and at the place appointed, the Shares, in respect of which the call was made or
installment is payable, will be liable to be forfeited.

44. If the requirements of any such notice, as aforesaid, shall not be complied with, every or any
Share, in respect of which such notice has been given, may, at any time thereafter, before
payment of all calls or installments, interest and expenses, as may be due in respect thereof, be
forfeited by a resolution of the Board to that effect. Subject to the provisions of the Act, such
forfeiture shall include all dividends declared or any other moneys payable in respect of the
forfeited Shares and not actually paid before the forfeiture.

45. When any Share shall have been so forfeited, notice of the forfeiture shall be given to the
member, in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture
with the date thereof, shall, forthwith, be made in the Register of Members. But no forfeiture shall
be, in any manner, invalidated by any omission or neglect to give such notice or to make any such
entry as aforesaid.

46. Any Share, so forfeited, shall be deemed to be the property of the Company, and may be sold,
reallotted or otherwise disposed off, either to the original holder thereof or to any other person,
upon such terms and in such manner as the Board shall think fit.

47. Any member, whose Shares have been forfeited, shall, notwithstanding the forfeiture, be liable to
pay and shall forthwith pay to the Company, on demand, all calls, installments, interest and
expenses owing upon or in respect of such Shares at the time of the forfeiture together with
interest thereof, until payment, at such rate, as the Board may determine, and the Board may
enforce the payment thereof, if it thinks fit.

48. The forfeiture of a Share shall involve extinction, at the time of the forfeiture, of all interests in
and all claims and demands against the Company, in respect of such Share and all other rights,
incidental to the Share, except only such of those rights as by these presents are expressly saved.

49. A declaration, in writing, that the declarant is a director or Secretary of the Company and that a
Share in the Company has duly been forfeited in accordance with these Articles, on a date stated
in the declaration, shall be conclusive evidence of the facts therein stated as against all persons
claiming to be entitled to the Shares.

50. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers
hereinbefore given, the Board may appoint some person to execute an instrument of transfer of
the Shares sold, and cause the purchaser’s name to be entered in the Register, in respect of the
Shares sold, and the purchaser shall not be bound to see to the regularity of the proceedings or to
the application of the purchase money, and, after his name has been entered in the Register, in
respect of such Shares, the validity of the sale shall not be impeached by any person, and the
remedy of any person aggrieved by the sale shall be in damages only and exclusively against the
Company and no one else.

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51. Upon any sale, reallotment or other disposal under the provisions of the preceding Article, the
certificate or certificates originally issued, in respect of the relative Shares, shall, unless the same
shall, on demand by the Company, have been previously surrendered to it by the defaulting
member, stand cancelled and become null and void and of no effect, and the Directors shall be
entitled to issue a duplicate certificate or certificates, in respect of the said Shares, to the person or
persons entitled thereto.

52. The Company shall keep the “Register of Transfers” and therein shall fairly and distinctly enter Transfer And
particulars of every transfer or transmission of any Share. Transmission of
Shares
53. No transfer shall be registered, unless a proper instrument of transfer has been delivered to the
Company. Every instrument of transfer shall be duly stamped, under the relevant provisions of the
Law, for the time being, in force, and shall be signed by or on behalf of the transferor and the
transferee, and in the case of a Share held by two or more holders or to be transferred to the joint
names of two or more transferees by all such joint holders or by all such joint transferees, as the
case may be, and the transferor or the transferors, as the case may be, shall be deemed to remain
the holder or holders of such Share, until the name or names of the transferee or the transferees, as
the case may be, is or are entered in the Register of Members in respect thereof. Several executors
or administrators of a deceased member, proposing to transfer the Share registered in the name of
such deceased member, or the nominee or nominees earlier appointed by the said deceased holder
of Shares, in pursuance of the Article 73, shall also sign the instrument of transfer in respect of
the Share, as if they were the joint holders of the Share.

54. Shares in the Company may be transferred by an instrument, in writing, in the form, as shall, from
time to time, be approved by the Directors provided that, if so required by the provisions of the
Act, such instrument of Transfer shall be in the form prescribed thereunder, and shall be duly
stamped and delivered to the Company within the prescribed period. All the provisions of Section
56 of the Act, 2013 shall be duly complied with in respect of all transfers of Shares and
registration thereof. Subject to the provisions hereinafter contained, shares in the company shall
be transferable by written instrument in the prescribed form signed by or on behalf of both, the
transferor and the transferee, and transferor shall be deemed to remain the holder of the shares
until the name of the transferee is entered on the Register of members in respect thereof.

55. The Board shall have power, on giving 7 (Seven) days’ previous notice, by advertisement in some
newspaper circulating in the district in which the Registered Office of the Company is, for the
time being, situated, to close the transfer books, the Register of Members of Register of
Debenture holders, at such time or times and for such periods, not exceeding thirty days at a time
and not exceeding in the aggregate forty-five days in each year, as it may seem expedient.

56. Subject to the provisions of Section 58 and 59 of the Companies Act 2013, these Articles Section
22A of the Securities Contract (Regulation) Act, 1956 and any other applicable provisions of the
Act or any other law for the time being in force, the Board may, refuse, whether in pursuance of
any power of the Company under these Articles or otherwise, to register the transfer of, or the
transmission by operation of law of the right to, any Shares or interest of a member in, or
Debentures of the Company, the Board shall within one month from the date on which the
instrument of transfer, or the intimation of such transmission as the case may be, was delivered to
the Company, send to the transferee and transferor or to the person giving intimation of such
transmission, as the case may be, notice of the refusal to register such transfer, giving reasons for
such refusal provided that registration of transfer shall not be refused on the ground of the
transferor being either alone or jointly with any other person or persons indebted to the Company
on any account whatsoever except when the Company has a lien on the Shares. Transfer of
Shares/ Debentures in whatever lot shall not be refused.

57. An application for the registration of a transfer of Shares in the Company may be made either by
the transferor or the transferee. Where such application is made by a transferor and relates to

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partly paid Shares, the Company shall give notice of the application to the transferee. The
transferee may, within two weeks from the date of the receipt of the notice and not later, object to
the proposed transfer. The notice to the transferee shall be deemed to have been duly given, if
dispatched by prepaid registered post to the transferee at the address given in the instrument of
transfer and shall be deemed to have been delivered at the time when it would have been
delivered in the ordinary course of post.

58. In the case of the death of any one or more of the persons named in the Register of Members as
the joint holders of any Share, the survivor or survivors shall be the only persons recognized by
the Company as having any title to or interest in such Share, but nothing herein contained shall be
taken to release the estate of a deceased joint holder from any liability on Shares held by him
jointly with any other person.

59. Subject to the provisions of Article 72 hereunder, the executors or administrators or holders of a
such Succession Certificate or the legal representative of a deceased member, not being one of
two or more joint holders, shall be the only persons recognized by the Company as having any
title to the Shares registered in the name of such member, and the Company shall not be bound to
recognize such executors or administrators or holders of a Succession Certificate or the legal
representatives, unless such executors or administrators or legal representatives shall have first
obtained Probate or Letters of Administration or Succession Certificate, as the case may be, from
a duly constituted Court in the Union of India, provided that, in cases, the Board may dispense
with production of probate or letters of Administration or Succession Certificate upon such terms
as to indemnify or otherwise, as the Board, in its absolute discretion, may think necessary, in the
circumstances thereof, and, in pursuance of the Article 61 hereinunder, register the name of any
person, who claims to be absolutely entitled to the Shares standing in the name of a deceased
member, as a member.

60. No Share shall, in any circumstances, be transferred to any infant, insolvent or person of unsound
mind, and that no Share, partly paid up, be issued, allotted or transferred to any minor, whether
alone or along with other transferees or allottees, as the case may be.

61. So long as the director having unlimited liability has not discharged all liabilities, whether present
or future, in respect of the period for which he is and continues to be, so long, liable, he shall not
be entitled to transfer the Shares held by him or cease to be a member of the Stock Exchange(s) to
the end and intent that he shall continue to hold such minimum number of Shares as were held by
him prior to his becoming a director with unlimited liability.

62. Subject to the provisions of Articles 57, 58 and 72 hereof, any person becoming entitled to Shares
in consequences of the death, lunacy, bankruptcy or insolvency or any member, or the marriage of
any female member or by any lawful means other than by a transfer in accordance with these
presents, may, with the consent of the Board, which it shall not be under any obligation to give,
upon producing such evidence that he sustains the character in respect of which he proposes to act
under the Article or of his title, as the Board thinks sufficient, either be registered himself as the
holder of the Share or elect to have some person, nominated by him and approved by the Board,
registered as such person, provided, nevertheless, that if such person shall elect to have his
nominee registered, he shall testify the election by executing in favor of his nominee an
instrument of transfer in accordance with the provisions herein to in these Articles as “The
Transmission Article”.

63. Subject to the provisions of the Act, a person entitled to a Share by transmission shall, subject to
the right of the Directors to retain such dividend or money as hereinafter provided, be entitled to
receive and may be given a discharge for, any dividends or other moneys payable in respect of the
Share.

64. No fees shall be charged for registration of transfer, transmission, probate, succession certificate

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and letters of administration, certificate of death or marriage, power of attorney or similar

document.

65. The Company shall incur no liability or responsibility whatever in consequence of its registering
or giving effect to any transfer of Shares made or purporting to be made by any apparent legal
owner thereof, as shown or appearing in the Register of Members, to the prejudice of persons
having or claiming any equitable right, title or interest to or in the said Shares, notwithstanding
that the Company may have had notice of such equitable right, title or interest or notice
prohibiting of such transfer, and may have entered such notice, referred thereto, in any book of
the Company, and the Company shall not be bound or required to regard or attend or give effect
any notice which may be given to it of any equitable right, title or interest, or be under any
liability whatsoever refusing or neglecting so to do, though it may have been entered or referred
to in some book of the Company, but the Company shall nevertheless be at liberty to regard and
attend to any such notice, and give effect thereto if the Board shall so think fit.

65A. Notwithstanding anything contained in these Articles, the Company shall be entitled to
dematerialize its Securities and to offer Securities in a dematerialized form pursuant to the
Depositories Act, 1996.

65B. Every holder of or subscriber to Securities of the Company shall have the option to
receive Security certificates or to hold the securities with a depository. Such a person who is the
beneficial owner of the Securities can at any time opt out of a Depository, if permitted by law, in
respect of any Security in the manner provided by the Depositories Act, 1996 and the Company
shall in the manner and within the time prescribed, issued to the beneficial owner the required
Certificates for the Securities. If a person opts to hold its Security with a Depository, the
Company shall intimate such Depository the details of allotment of the Security.

64C. All Securities of the Company held by the Depository shall be dematerialized and be in
fungible form. Nothing contained in Sections 89 and 186 of the Act 2013 shall apply to a
Depository in respect of the Securities of the Company held by it on behalf of the beneficial
owners.

64D.
i. Notwithstanding anything to the contrary contained in the Act, a Depository shall be
deemed to be the registered owner for the purpose of effecting transfer of ownership of
Security of the Company on behalf of the beneficial owner.
ii. Save as otherwise provided in (i) above, the Depository as the registered owner of the
Securities shall not have any voting rights or any other rights in respect of the Securities
held by it.
iii. Every person holding Securities of the Company and whose name is entered as the
beneficial owner in the record of the Depository shall be deemed to be a member of the
Company. The beneficial owner of Securities shall be entitled to all the rights and
benefits and be subject to all the liabilities in respect of his Securities which are held by a
Depository.

66. The Company, by resolution in general meeting, may convert any paid up Shares into stock, or Conversion of
may, at any time, reconvert any stock into paid up Shares of any denomination. When any Shares Shares into Stock
shall have been converted into stock, the several holders of such stock may thenceforth transfer and
their respective interests therein, or any part of such interest, in the same manner and, subject to Reconversion
the same regulations as to which Shares in the Company may be transferred or as near thereto as
circumstances will admit. But the Directors may, from time to time, if they think fit, fix the
minimum amount of stock transferable, and restrict or forbid the transfer of fractions of that
minimum, but with full power nevertheless, at their discretion, to waive such rules in any
particular case. The notice of such conversion of Shares into stock or reconversion of stock into
Shares shall be filed with the Registrar of Companies as provided in the Act.

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67. The Stock shall confer on the holders thereof respectively the same privileges and advantages, as
regards participation in profits and voting at meetings of the Company and, for other purposes, as
would have been conferred by Shares of equal amount in the capital of the Company of the same
class as the Shares from which such stock was converted but no such privilege or advantage,
except the participation in profits of the Company, or in the assets of the Company on a winding
up, shall be conferred by any such aliquot part or, consolidated stock as would not, if existing in
Shares, have conferred such privileges or advantages. No such conversion shall affect or prejudice
any preference or other special privilege attached to the Shares so converted. Save as aforesaid,
all the provisions herein contained shall, so far as circumstances will admit, apply to stock as well
as to Shares and the words “Share” and “Shareholder” in these presents shall include “stock” and
“stock-holder”.

68. The Company may issue Share warrants in the manner provided by the said Act and accordingly
the Directors may, in their discretion, with respect to any fully paid up Share or stock, on
application, in writing, signed by the person or all persons registered as holder or holders of the
Share or stock, and authenticated by such evidence, if any, as the Directors may, from time to
time, require as to the identity of the person or persons signing the application, and on receiving
the certificate, if any, of the Share or stock and the amount of the stamp duty on the warrant and
such fee as the Directors may, from time to time, prescribe, issue, under the Seal of the Company,
a warrant, duly stamped, stating that the bearer of the warrant is entitled to the Shares or stock
therein specified, and may provide by coupons or otherwise for the payment of future dividends,
or other moneys, on the Shares or stock included in the warrant. On the issue of a Share warrant
the names of the persons then entered in the Register of Members as the holder of the Shares or
stock specified in the warrant shall be struck off the Register of Members and the following
particulars shall be entered therein.
i. fact of the issue of the warrant.
ii. a statement of the Shares or stock included in the warrant distinguishing each Share by
its number, and
iii. the date of the issue of the warrant.

69. A Share warrant shall entitle the bearer to the Shares or stock included in it, and, notwithstanding
anything contained in these articles, the Shares or stock shall be transferred by the delivery of the
Share-warrant, and the provisions of the regulations of the Company with respect to transfer and
transmission of Shares shall not apply thereto.

70. The bearer of a Share-warrant shall, on surrender of the warrant to the Company for cancellation,
and on payment of such fees, as the Directors may, from time to time, prescribe, be entitled,
subject to the discretion of the Directors, to have his name entered as a member in the Register of
Members in respect of the Shares or stock included in the warrant.

71. The bearer of a Share-warrant shall not be considered to be a member of the Company and
accordingly save as herein otherwise expressly provided, no person shall, as the bearer of Share-
warrant, sign a requisition for calling a meeting of the Company, or attend or vote or exercise any
other privileges of a member at a meeting of the Company, or be entitled to receive any notice
from the Company of meetings or otherwise, or qualified in respect of the Shares or stock
specified in the warrant for being a director of the Company, or have or exercise any other rights
of a member of the Company.

72. The Directors may, from time to time, make rules as to the terms on which, if they shall think fit,
a new Share warrant or coupon may be issued by way of renewal in case of defacement, loss, or
destruction.

73. i. Every holder of Securities in the Company may, at any time, nominate, in the prescribed Nomination by
manner, a person to whom his Securities in the Company, shall vest in the event of his security holder

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death.
ii. Where the Securities in the Company are held by more than one person jointly, the joint-
holders may together nominate, in the prescribed manner, a person to whom all the rights
in the Securities in the Company shall vest in the event of death of all joint holders.
iii. Notwithstanding anything contained in these Articles or any other law, for the time
being, in force, or in any disposition, whether testamentary or otherwise, in respect of
such Securities in the Company, where a nomination made in the prescribed manner
purports to confer on any person the right to vest the Securities in the Company, the
nominee shall, on the death of the Shareholders of the Company or, as the case may be,
on the death of the joint holders, become entitled to all the rights in the Securities of the
Company or, as the case may be, all the joint holders, in relation to such securities in the
Company, to the exclusion of all other persons, unless the nomination is varied or
cancelled in the prescribed manner.
iv. In the case of fully paid up Securities in the Company, where the nominee is a minor, it
shall be lawful for the holder of the Securities, to make the nomination to appoint in the
prescribed manner any person, being a guardian, to become entitled to Securities in the
Company, in the event of his death, during the minority.

74. i. Any person who becomes a nominee by virtue of the provisions of the preceding Article,
upon the production of such evidence as may be required by the Board and subject as
hereinafter provided, elect, either -
a. to be registered himself as holder of the Share(s); or
b. to make such transfer of the Share(s) as the deceased Shareholder could have
made.
ii. If the person being a nominee, so becoming entitled, elects to be registered as holder of
the Share(s), himself, he shall deliver or send to the Company a notice in writing signed
by him stating that he so elects and such notice shall be accompanied with the death
certificate of the deceased shareholder.
iii. All the limitations, restrictions and provisions of the Act relating to the right to transfer
and the registration of transfers of Securities shall be applicable to any such notice or
transfer as aforesaid as if the death of the member had not occurred and the notice or
transfer has been signed by that Shareholder.
A person, being a nominee, becoming entitled to a Share by reason of the death of the
holder, shall be entitled to the same dividends and other advantages which he would be
entitled if he were the registered holder of the Share except that he shall not, before
being registered a member in respect of his Share be entitled in respect of it to exercise
any right conferred by membership in relation to meetings of the Company:
iv. Provided that the Board may, at any time, give notice requiring any such person to elect
either to be registered himself or to transfer the Share(s) and if the notice is not complied
with within ninety days, the Board may thereafter withhold payment of all dividends,
bonuses or other moneys payable in respect of the Share(s) or until the requirements of
the notice have been complied with.

75. i. The Company shall, in each year, hold a general meeting as its Annual General Meeting. Meeting of
Any meeting, other than Annual General Meeting, shall be called Extra-ordinary General Members
Meeting.
ii. Not more than 15 (Fifteen) months or such other period, as may be pre-scribed, from
time to time, under the Act, shall lapse between the date of one Annual General Meeting
and that of the next. Nothing contained in the foregoing provisions shall be taken as
affecting the right conferred upon the Registrar under the provisions of the Act to extend
time within which any Annual General Meeting may be held.
iii. Every Annual General Meeting shall be called for a time during business hours ie.,
between 9 a.m. and 6 p.m., on a day that is not a National Holiday, and shall be held at
the Office of the Company or at some other place within the city, in which the Office of

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the Company is situated, as the Board may think fit and determine and the notices calling
the Meeting shall specify it as the Annual General Meeting.
iv. Every member of the Company shall be entitled to attend, either in person or by proxy,
and by way of a postal ballot whenever and in the manner as may permitted or prescribed
under the provisions of the Act, and the Auditors to the Company, who shall have a right
to attend and to be heard, at any general meeting which he attends, on any part of the
business, which concerns him as the Auditors to the Company, further, the Directors, for
the time being, of the Company shall have a right to attend and to be heard, at any
general meeting, on any part of the business, which concerns them as the Directors of the
Company or generally the management of the Company.
v. At every Annual General Meeting of the Company, there shall be laid, on the table, the
Directors’ Report and Audited Statements of Account, Auditors’ Report, the proxy
Register with forms of proxies, as received by the Company, and the Register of
Directors’ Share holdings, which Register shall remain open and accessible during the
continuance of the meeting, and therefore in terms of the provisions of Section 96 of the
Act, the Annual General Meeting shall be held within six months after the expiry of such
financial year. The Board of Directors shall prepare the Annual List of Members,
Summary of the Share Capital, Balance Sheet and Profit and Loss Account and forward
the same to the Registrar in accordance with the applicable provisions of the Act.

76. The Board may, whenever it thinks fit, call an Extra-ordinary General Meeting and it shall do so
upon a requisition, in writing, by any member or members holding, in aggregate not less than one-
tenth or such other proportion or value, as may be prescribed, from time to time, under the Act, of
such of the paid-up capital as at that date carries the right of voting in regard to the matter, in
respect of which the requisition has been made.

77. Any valid requisition so made by the members must state the object or objects of the meeting
proposed to be called, and must be signed by the requisitionists and be deposited at the office,
provided that such requisition may consist of several documents, in like form, each of which has
been signed by one or more requisitionists.

78. Upon receipt of any such requisition, the Board shall forthwith call an Extra-ordinary General
Meeting and if they do not proceed within 21 (Twenty-one) days or such other lessor period, as
may be prescribed, from time to time, under the Act, from the date of the requisition, being
deposited at the office, to cause a meeting to be called on a day not later than 45 (Forty-five) days
or such other lessor period, as may be prescribed, from time to time, under the Act, from the date
of deposit of the requisition, the requisitionists, or such of their number as represent either a
majority in value of the paid up Share capital held by all of them or not less than one-tenth of
such of the paid up Share Capital of the Company as is referred to in Section 100(4) of the Act,
whichever is less, may themselves call the meeting, but, in either case, any meeting so called shall
be held within 3 (Three) months or such other period, as may be prescribed, from time to time,
under the Act, from the date of the delivery of the requisition as aforesaid.
79. Any meeting called under the foregoing Articles by the requisitionists shall be called in the same
manner, as nearly as possible as that in which such meetings are to be called by the Board.

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80. At least 21 (Twenty-one) days’ notice, of every general meeting, Annual or Extra-ordinary, and
by whomsoever called, specifying the day, date, place and hour of meeting, and the general nature
of the business to be transacted there at, shall be given in the manner hereinafter provided, to such
persons as are under these Articles entitled to receive notice from the Company, provided that in
the case of an General Meeting, with the consent of members holding not less than 95 per cent of
such part of the paid up Share Capital of the Company as gives a right to vote at the meeting, a
meeting may be convened by a shorter notice. In the case of an Annual General Meeting of the
Shareholders of the Company, if any business other than

i. the consideration of the Accounts, Balance Sheet and Reports of the Board and the
Auditors thereon,
ii. the declaration of dividend,
iii. appointment of directors in place of those retiring,
iv. the appointment of, and fixing the remuneration of, the Auditors,

is to be transacted, and in the case of any other meeting, in respect of any item of business, a
statement setting out all material facts concerning each such item of business, including, in
particular, the nature and extent of the interest, if any, therein of every director and manager, if
any, where any such item of special business relates to, or affects any other company, the extent
of shareholding interest in that other company or every director and manager, if any, of the
Company shall also be set out in the statement if the extent of such Share-holding interest is not
less than such percent, as may be prescribed, from time to time, under the Act, of the paid-up
Share Capital of that other Company.

Where any item of business consists of the according of approval of the members to any

document at the meeting, the time and place, where such document can be inspected, shall be
specified in the statement aforesaid.

81. The accidental omission to give any such notice as aforesaid to any of the members, or the non-
receipt thereof shall not invalidate any resolution passed at any such meeting.

82. No general meeting, whether Annual or Extra-ordinary, shall be competent to enter upon, discuss
or transact any business which has not been mentioned in the notice or notices upon which it was
convened.

83. Subject to the provisions of the Act and these Articles, five(5) shareholders shall constitute
quorum in Shareholder’s Meetings of the Company if number of shareholders as on date of
meeting is not more than One Thousand; Fifteen (15) shareholders shall constitute quorum in
Shareholder’s Meetings of the Company if number of shareholders as on date of meeting is more
than One Thousand but not more than Five Thousand; Thirty (30) shareholders shall constitute
quorum in Shareholders’ Meetings of the Company if number of shareholders as on date of
meeting exceeds five thousand.

84. A body corporate, being a member, shall be deemed to be personally present, if it is represented
in accordance with and in the manner as may be prescribed by, the applicable provisions of the
Act.

85. If, at the expiration of half an hour from the time appointed for holding a meeting of the
Company, a quorum shall not be present, then the meeting, if convened by or upon the requisition
of members, shall stand dissolved, but in any other case, it shall stand adjourned to such time on
the following day or such other day and to such place, as the Board may determine, and, if no
such time and place be determined, to the same day in the next week, at the same time and place
in the city or town in which the office of the Company is, for the time being, situate, as the Board
may determine, and, if at such adjourned meeting also, a quorum is not present, at the expiration

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of half an hour from the time appointed for holding the meeting, the members present shall be a
quorum, and may transact the business for which the meeting was called.

86. The Chairman of the Board of Directors shall be entitled to take the chair at every general
meeting, whether Annual or Extra-ordinary. If there be no such Chairman, or, if, at any meeting,
he shall not be present within 15 (Fifteen) minutes of the time appointed for holding such
meeting, then the members present shall elect another director as the Chairman of that meeting,
and, if no director be present, or if all the Directors present decline to take the Chair, then the
members present shall elect one among them to be the Chairman.

87. No business shall be discussed at any general meeting, except the election of a Chairman, whilst
the Chair is vacant.

88. The Chairman, with the consent of the meeting, may adjourn any meeting, from time to time, and
from place to place, in the city or town, in which the office of the Company is, for the time being,
situate, but no business shall be transacted at any adjourned meeting, other than the business left
unfinished, at the meeting, from which the adjournment took place.

89. At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of
hands, unless a poll is demanded, before or on the declaration of the result of the show of hands,
by any member or members present in person or by proxy and holding Shares in the Company,
which confer a power to vote on the resolution not being less than one-tenth or such other
proportion as may statutorily be prescribed, from time to time, under the Act, of the total voting
power, in respect of the resolution or on which an aggregate sum of not less than Rs. 500,000/- or
such other sum as may statutorily be prescribed, from time to time, under the Act, has been paid
up, and unless a poll is demanded, a declaration by the Chairman that a resolution has, on a show
of hands, been carried unanimously or by a particular majority, or has been lost and an entry to
that effect in the minutes book of the Company shall be conclusive evidence of the fact, without
proof of the number or proportion of the votes recorded in favour of or against that resolution.

90. In the case of an equality of votes, the Chairman shall, both on a show of hands and at a poll, if
any, have a casting vote in addition to the vote of votes, if any, to which he may be entitled as a
member, if he is.

91. If a poll is demanded as aforesaid, the same shall, subject to Article 93 hereinunder, be taken at
place of meeting or, if not desired, then at such other place as may be decided by the Board, at
such time not later than 48 (Fourty-eight) hours from the time when the demand was made and
place in the city or town in which the office of the Company is, for the time being, situate, and,
either by open voting or by ballot, as the Chairman shall direct, and either at once or after an
interval or adjournment, or otherwise, and the result of the poll shall be deemed to be resolution
of the meeting at which the poll was demanded. The demand for a poll may be withdrawn at any
time by the persons, who made the demand.

92. Where a poll is to be taken, the Chairman of the meeting shall appoint one or, at his discretion,
two scrutinisers, who may or may not be members of the Company to scrutinise the votes given
on the poll and to report thereon to him, subject to that one of the scrutinisers so appointed shall
always be a member, not being an officer or employee of the Company, present at the meeting,
provided that such a member is available and willing to be appointed. The Chairman shall have
power, at any time, before the result of the poll is declared, to remove a scrutiniser from office
and fill the vacancy so caused in the office of a scrutiniser arising from such removal or from any
other cause.

93. Any poll duly demanded on the election of a Chairman of a meeting or on any question of
adjournment of the meeting shall be taken forthwith at the same meeting.

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94. The demand for a poll, except on questions of the election of the Chairman and of an adjournment
thereof, shall not prevent the continuance of a meeting for the transaction of any business other
than the question on which the poll has been demanded.

95. No member shall be entitled to vote either personally or by proxy at any general meeting or Votes of
meeting of a class of Shareholders either upon a show of hands or upon a poll in respect of any Members
Shares registered in his name on which any calls or other sums presently payable by him have not
been paid or in regard to which the Company has, or has exercised, any right of lien.

96. Subject to the provisions of these Articles and without prejudice to any special privileges or
restrictions so to voting, for the time being, attached to any class of Shares, for the time being,
forming part of the capital of the Company, every member, not disqualified by the last preceding
Article shall be entitled to be present, speak and vote at such meeting, and, on a show of hands,
every member, present in person, shall have one vote and, upon a poll, the voting right of every
member present in person or by proxy shall be in proportion to his Share of the paid-up Equity
Share Capital of the Company. Provided, however, if any preference Shareholder be present at
any meeting of the Company, subject to the provision of section 47, he shall have a right to vote
only on resolutions, placed before the meeting, which directly affect the rights attached to his
Preference Shares.

97. On a poll taken at a meeting of the Company, a member entitled to more than one vote, or his
proxy or other person entitled to vote for him, as the case may be, need not, if he votes, use all his
votes or cast in the same way all the votes, he uses.

98. A member of unsound mind or in respect of whom an order has been made by a court having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or
other legal guardian; and any such committee or guardian may, on a poll, vote by proxy. If any
member be a minor, the vote, in respect of his Share or Shares, be used by his guardian, or any
one of his guardians, if more than one, to be selected, in the case of dispute, by the Chairman of
the meeting.

99. If there be joint registered holders of any Shares, any one of such persons may vote at any
meeting or may appoint another person, whether a member or not, as his proxy, in respect of such
Shares, as if he were solely entitled thereto, but the proxy so appointed shall not have any right to
speak at the meeting and, if more than one of such joint holders be present at any meeting, then
one of the said persons so present, whose name stands higher on the Register, shall alone be
entitled to speak and to vote in respect of such Shares, but the other of the joint holders shall be
entitled to be present at the meeting. Several executors or administrators of a deceased member in
whose name Shares stand shall, for the purpose of these Articles, be deemed joint holders thereof.
100. Subject to the provisions of these Articles, votes may be given either personally or by proxy. A
body corporate, being a member, may vote either by a proxy or by a representative, duly
authorised, in accordance with the applicable provisions, if any, of the Act, and such
representative shall be entitled to exercise the same rights and powers, including the right to vote
by proxy, on behalf of the body corporate, which he represents, as that body corporate could
exercise, if it were an individual member.

101. Any person entitled, under the Article 61 hereinabove, to transfer any Share, may vote, at any
general meeting, in respect thereof, in the same manner, as if he were the registered holder of
such Shares provided that forty-eight hours at least before the time of holding the meeting or
adjourned meeting, as the case may be, at which he proposes to vote, he shall satisfy the Directors
of his right to transfer such Shares and give such indemnity, if any, as the Directors may require
or the Directors shall have provisionally admitted his right to vote at such meeting in respect
thereof.

102. Every proxy, whether a member or not, shall be appointed, in writing, under the hand of the

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appointer or his attorney, or if such appointer is a body corporate under the common seal of such
corporate, or be signed by an officer or officers or any attorney duly authorised by it or them, and,
for a member of unsound mind or in respect of whom an order has been made by a court having
jurisdiction in lunacy, any committee or guardian may appoint such proxy. The proxy so
appointed shall not have a right to speak on any matter at the meeting.

103. An instrument of Proxy may state the appointment of a proxy either for the purpose of a particular
meeting specified in the instrument and any adjournment thereof or it may appoint for the purpose
of every meeting of the Company or of every meeting to be held before a date specified in the
instrument and every adjournment of any such meeting.

104. A member, present by proxy, shall be entitled to vote only on a poll.

105. The instrument appointing a proxy and a Power of Attorney or other authority, if any, under
which it is signed or a notarially certified copy of that power of authority, shall be deposited at the
Office not later than 48 (Forty-eight) hours before the time for holding the meeting at which the
person named in the Instrument proposes to vote, and, in default, the Instrument of Proxy shall
not be treated as valid. No instrument appointing a proxy shall be a valid after the expiration of 12
(Twelve) months or such other period as may be prescribed under the Laws, for the time being, in
force, or if there shall be no law, then as may be decided by the Directors, from the date of its
execution.

106. Every Instrument of proxy, whether for a specified meeting or otherwise, shall, as nearly as
circumstances thereto will admit, be in any of the forms as may be prescribed from time to time.

107. A vote, given in accordance with the terms of an Instrument of Proxy, shall be valid
notwithstanding the previous death of insanity of the principal, or revocation of the proxy or of
any power of Attorney under which such proxy was signed or the transfer of the Share in respect
of which the vote is given, provided that no intimation, in writing, of the death or insanity,
revocation or transfer shall have been received at the Office before the meeting.

108. No objections shall be made to the validity of any vote, except at any meeting or poll at which
such vote shall be tendered, and every vote, whether given personally or by proxy, or not
disallowed at such meeting or on a poll, shall be deemed as valid for all purposes of such meeting
or a poll whatsoever.

109. The Chairman, present at the time of taking of a poll, shall be the sole judge of the validity of
every vote tendered at such poll.

110. i. The Company shall cause minutes of all proceeding of every general meeting to be kept
by making, within 30 (Thirty) days of the conclusion of every such meeting concerned,
entries thereof in books kept, whether manually in the registers or by way of loose leaves
bound together, as may be decided by the Board of Directors, for that purpose with their
pages consecutively numbered.
ii. Each page of every such book shall be initialled or signed and the last page of the record
of proceedings of each meeting in such book shall be dated and signed by the Chairman
of the same meeting within the aforesaid period of thirty days or in the event of the death
or inability of that Chairman within that period, by a director duly authorised by the
Board for that purpose.
iii. In no case the minutes of proceedings of a meeting shall be attached to any such book as
aforesaid by pasting or otherwise.
iv. The minutes of each meeting shall contain a fair and correct summary of the proceedings
there at.
v. All appointments made at any meeting aforesaid shall be included in the minutes of the
meeting.

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vi. Nothing herein contained shall require or to be deemed to require the inclusion, in any
such minutes, of any matter, which, in the opinion of the Chairman of the meeting, (i) is
or could reasonably be regarded as, defamatory of any person, or (ii) is irrelevant or
immaterial to the proceedings, or (iii) is detrimental to the interests of the Company. The
Chairman of the meeting shall exercise an absolute discretion in regard to the inclusion
or non-inclusion of any matter in the minutes on the aforesaid grounds.
vii. Any such minutes shall be conclusive evidence of the proceedings recorded therein.
viii. The book containing the minutes of proceedings of general meetings shall be kept at the
Office of the Company and shall be open, during business hours, for such periods not
being less in the aggregate than 2 (Two) hours, in each day, as the Directors determine,
to the inspection of any member without charge.

111. Until otherwise determined by a general meeting of the Company and, subject to the applicable Directors
provisions of the Act, the number of Directors) shall not be less than three nor more than fifteen.

The First Directors of the Company are:

i. Mr. Mukund Narayan Kulkarni

ii. Mr. Suresh GunwantFegde

112. i. Whenever, Directors enter into a contract with any Government, whether central, state or
local, bank or financial institution or any person or persons (hereinafter referred to as
“the appointer”) for borrowing any money or for providing any guarantee or security or
for technical collaboration or assistance or for underwriting or enter into any other
arrangement whatsoever or in case of Promoters of the Company (hereinafter referred as
“Promoters”), the Directors shall have, subject to the provisions of Section 152 and other
applicable provisions, if any, of the Act, the power to agree that such appointer or
Promoters shall have the right to appoint or nominate by a notice, in writing, addressed
to the Company, one or more Directors on the Board (hereinafter referred to as “Special
Director”) for such period and upon such terms and conditions, as may be mentioned in
the agreement if any, and that such Director or Directors may or may not be liable to
retire by rotation, nor be required to hold any qualification Shares. The Directors may
also agree that any such Director or Directors may be removed, from time to time, by the
appointer or Promoter, entitled to appoint or nominate them and the appointer or
Promoter may appoint another or others in his or their place and also fill in vacancy,
which may occur as a result of any such director or directors ceasing to hold that office
for any reasons whatsoever. The directors, appointed or nominated under this Article,
shall be entitled to exercise and enjoy all or any of the rights and privileges exercised and
enjoyed by the directors of the Company including payment of remuneration, sitting fees
and travelling expenses to such director or directors, as may be agreed by the Company
with the appointer.
ii. The Special Directors, appointed under the preceding Article, shall be entitled to hold
Office until required by the Government, person, firm, body corporate promoters or
financial institution/s who may have appointed them. A Special Director shall not be
required to hold any qualification Share(s) in the Company. As and when a Special
Director vacates Office, whether upon request as aforesaid or by death, resignation or
otherwise, the Government, person, firm or body corporate promoters or financial
institution, who appointed such Special Director, may appoint another director in his
place. Every nomination, appointment or removal of a Special Director or other
notification, under this Article, shall be in writing and shall, in the case of the
Government, be under the hand of a Secretary or some other responsible and authorised
official to such Government, and in the case of a company or financial institution, under
the hand of director of such company or institution duly authorised in that behalf by a
resolution of the Board of Directors. Subject as aforesaid, a Special Director shall be
entitled to the same rights and privileges and be subject to the same of obligations as any
other director of the Company.

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113. If it is provided by the Trust Deed, securing or otherwise, in connection with any issue of
Debentures of the Company, that any person or persons shall have power to nominate a director
of the Company, then in the case of any and every such issue of Debentures, the person or persons
having such power may exercise such power, from time to time, and appoint a director
accordingly. Any director so appointed is hereinafter referred to as “the Debenture Director”. A
Debenture Director may be removed from Office, at any time, by the person or persons in whom,
for the time being, is vested the power, under which he was appointed, and another director may
be appointed in his place. A Debenture Director shall not be required to hold any qualification
Share(s) in the Company.

114. Subject to the provisions of section 161(2) of the Act, 2013, The Board may appoint an alternate
director to act for a director (hereinafter called “the Original Director”) during his absence for a
period of not less than 3 (Three) months or such other period as may be, from time to time,
prescribed under the Act, from the India, in which the meetings of Board are ordinarily held. An
alternate director appointed, under this Article, shall not hold Office for a period longer than that
permissible to the Original Director in whose place he has been appointed and shall vacate Office,
if and when the Original Director returns to that State. If the term of Office of the Original
Director is determined before he so returns to that State, any provisions in the Act or in these
Articles for the automatic re-appointment of a retiring director, in default of another appointment,
shall apply to the original director and not to the alternate director.

115. Subject to the provisions of section 161(1) of the Act, 2013, the Board shall have power, at any
time and from time to time, to appoint any other qualified person to be an Additional Director, but
so that the total number of Directors shall not, at any time, exceed the maximum fixed under these
Articles. Any such Additional Director shall hold Office only upto the date of the next Annual
General Meeting.

116. Subject to the provisions of section 152 and 162 of the Act, 2013, the Board shall have power, at
any time and from time to time, to appoint any other qualified person to be a director to fill a
casual vacancy. Any person so appointed shall hold Office only upto the date, upto which the
director in whose place he is appointed would have held Office if it had not been vacated by him.

117. A director shall not be required to hold any qualification Share(s) in the Company.

118. i. Subject to the provisions of section 196, 197 and read with schedule V of the Companies
Act, 2013, a Managing Director or Director who is in the Whole-time employment of the
Company may be paid remuneration either by way of a monthly payment or at a
specified percentage of the net profits of the Company or partly by one way and partly
by the other, or in any other manner, as may be, from time to time, permitted under the
Act or as may be thought fit and proper by the Board or, if prescribed under the Act, by
the Company in general meeting.
ii. Subject generally to the provisions of the Act, and, in the case of the Managing Director,
subject to the provisions of the Articles herein below, as may be applicable, the Board
shall have power to pay such remuneration to a director for his services, Whole-time or
otherwise, rendered to the Company or for services of professional or other nature
rendered by him, as may be determined by the Board. If any director, being willing, shall
be called upon to perform extra services or make any special exception in going to or
residing at a place other than the place where the director usually resides, or otherwise in
or for the Company’s business or for any of the purpose of the Company, then, subject to
the provisions of the Act, the Board shall have power to pay to such director such
remuneration, as may be determined by the Board.
iii. Subject to the provisions of the Act, a director, who is neither in the Whole-time
employment nor a Managing Director, may be paid remuneration either;
a. by way of monthly, quarterly or annual payment with the approval of the

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Central Government; or
b. by way of commission, if the Company, by a special resolution, authorizes such
payment.
iv. The fee payable to a director, excluding a Managing or Whole time Di-rector, if any, for
attending a meeting of the Board or Committee thereof shall be such sum, as the Board
may, from time to time, determine, but within and subject to the limit prescribed by the
Central Government pursuant to the provisions, for the time being, under the Act.

119. The Board may allow and pay to any director such sum, as the Board may consider fair
compensation, for travelling, boarding, lodging and other expenses, in addition to his fee for
attending such meeting as above specified and if any director be called upon to go or reside out of
the ordinary place of his residence for the Company’s business, he shall be entitled to be repaid
and reimbursed of any travelling or other expenses incurred in connection with business of the
Company. The Board may also permit the use of the Company’s car or other vehicle, telephone(s)
or any such other facility, by the director, only for the business of the Company.

120. The continuing Directors may act, notwithstanding, any vacancy in their body but if, and so long
as their number is not reduced below the minimum number fixed by Article 111 hereof. the
continuing Directors, not being less than two, may only act, for the purpose of increasing the
number of Directors to that prescribed minimum number or of summoning a general meeting but
for no other purpose.

121. The office of director shall be vacated, pursuant to the provisions of section 164 and section 167
of the Companies Act, 2013. Further, the Director may resign his office by giving notice to the
Company pursuant to section 168 of the Companies Act, 2013

122. The Company shall keep a Register, in accordance with Section 189(1) of the Act, and within the
time as may be prescribed, enter therein such of the particulars, as may be relevant having regard
to the application thereto of Section184 or Section 188 of the Act, as the case may be. The
Register aforesaid shall also specify, in relation to each director of the Company, names of the
bodies corporate and firms of which notice has been given by him, under the preceding two
Articles. The Register shall be kept at the Office of the Company and shall be open to inspection
at such Office, and the extracts may be taken there from and copies thereof may be required by
any member of the Company to the same extent, in the same manner, and on payment of the same
fee as in the case of the Register of Members of the Company and the provisions of Section
189(3) of the Act shall apply accordingly.

123. A director may be or become a director of any other Company promoted by the Company or in
which it may be interested as a vendor, Shareholder or otherwise, and no such director shall be
accountable for any benefits received as director or Shareholder of such Company except in so far
as the provisions of the Act may be applicable.

124. i. At every Annual General Meeting of the Company, one-third of such of the Directors,
for the time being, as are liable to retire by rotation or if their number is not three or a
multiple of three, the number nearest to one-third shall retire from Office. The
Independent, Nominee, Special and Debenture Directors, if any, shall not be subject to
retirement under this clause and shall not be taken into account in determining the
rotation of retirement or the number of directors to retire, subject to Section 152 and
other applicable provisions, if any, of the Act.
ii. Subject to Section 152 of the Act, the directors, liable to retire by rotation, at every
annual general meeting, shall be those, who have been longest in Office since their last
appointment, but as between the persons, who became Directors on the same day, and
those who are liable to retire by rotation, shall, in default of and subject to any agreement
among themselves, be determined by lot.

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125. A retiring director shall be eligible for re-election and shall act as a director throughout the
meeting at which he retires.

126. Subject to Section 152 of the Act, the Company, at the general meeting at which a director retires
in manner aforesaid, may fill up the vacated Office by electing a person thereto.

127. i. If the place of retiring director is not so filled up and further the meeting has not
expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the same
day in the next week, at the same time and place or if that day is a public holiday, till the
next succeeding day, which is not a public holiday, at the same time and place.
ii. If at the adjourned meeting also, the place of the retiring director is not filled up and that
meeting also has not expressly resolved not to fill the vacancy, the retiring director shall
be deemed to have been re-appointed at the adjourned meetings, unless:-
a. at that meeting or at the previous meeting, resolution for the re-appointment of
such director has been put to the meeting and lost;
b. the retiring director has, by a notice, in writing, addressed to the Company or its
Board, expressed his unwillingness to be so re-appointed;
c. he is not qualified, or is disqualified, for appointment.
d. a resolution, whether special or ordinary, is required for the appointment or re-
appointment by virtue of any provisions of the Act; or
e. Section 162 of the Act is applicable to the case.

128. Subject to the provisions of Section 149 of the Act, the Company may, by special resolution, from
time to time, increase or reduce the number of directors, and may alter their qualifications and the
Company may, subject to the provisions of Section 169 of the Act, remove any director before the
expiration of his period of Office and appoint another qualified person in his stead. The person so
appointed shall hold Office during such time as the director, in whose place he is appointed,
would have held, had he not been removed.

129. i. No person, not being a retiring director, shall be eligible for appointment to the office of
director at any general meeting unless he or some member, intending to propose him,
has, not less than 14 (Fourteen) days or such other period, as may be prescribed, from
time to time, under the Act, before the meeting, left at the Office of the Company, a
notice, in writing, under his hand, signifying his candidature for the Office of director or
an intention of such member to propose him as a candidate for that office, along with a
deposit of Rupees One lakh or such other amount as may be prescribed, from time to
time, under the Act,, which shall be refunded to such person or, as the case may be, to
such member, if the person succeeds in getting elected as a director or gets more than
twenty-five per cent of total valid votes cast either on show of hands or on poll on such
resolution.

ii. Every person, other than a director retiring by rotation or otherwise or a person who has
left at the Office of the Company a notice under Section 160 of the Act signifying his
candidature for the Office of a director, proposed as a candidate for the Office of a
director shall sign and file with the Company, the consent, in writing, to act as a director,
if appointed.

iii. A person, other than a director re-appointed after retirement by rota-tion immediately on
the expiry of his term of Office, or an Additional or Alternate Director, or a person
filling a casual vacancy in the Office of a director under Section 161 of the Act,
appointed as a director or reap-pointed as a director immediately on the expiry of his
term of Office, shall not act as a director of the Company, unless he has, within thirty
days of his appointment, signed and filed with the Registrar his consent, in writing, to act
as such director.

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130. The Company shall keep at its Office a Register containing the particulars of its directors and key
managerial personnel and their shareholding as mentioned in Section 170 of the Act, and shall
otherwise comply with the provisions of the said Section in all respects.

131. Every director and Key Managerial Personnel within a period of thirty days of his appointment, or
relinquishment of his office, as the case may be, disclose to the company the particulars specified
in sub-section (1) of section 184 relating to his concern or interest in any company or companies
or bodies corporate (including shareholding interest), firms or other association which are
required to be included in the register under that section 189 of the Companies Act, 2013.

132. i. Subject to the provisions of the Act and of these Articles, the Board shall have power to Managing
appoint, from time to time, any of its member as a Managing Director or Managing Director
Directors of the Company for a fixed term, not exceeding 5 (Five) years at a time, and
upon such terms and conditions as the Board thinks fit, and subject to the provisions of
the succeeding Article hereof, the Board may, by resolution, vest in such Managing
Director or Managing Directors such of the powers hereby vested in the Board generally,
as it thinks fit, and such powers may be made exercisable for such period or periods; and
upon such conditions and subject to such restrictions, as it may determine. The
remuneration of a Managing Director may be by way of salary and/or allowances,
commission or participation in profits or perquisites of any kind, nature or description, or
by any or all of these modes, or by any other mode(s) not expressly prohibited by the Act
or the Rules made thereunder, or any notification or circular issued under the Act.
ii. The Board shall have power to appoint an individual as the Chairperson of the Company
as well as the Managing Director or Chief Executive Officer of the Company at the same
time.

133. Subject to the superintendence, directions and control of the Board, the Managing Director or
Managing Directors shall exercise the powers, except to the extent mentioned in the matters, in
respect of which resolutions are required to be passed only at the meeting of the Board, under
Section 179 of the Act and the rules made thereunder

134. Subject also to the other applicable provisions, if any, of the Act, the Company shall not appoint
or employ, or continue the appointment or employment of, a person as its Managing or Whole-
time Director who :-
i. is below the age of twenty-one years or has attained the age of seventy years
ii. is an undischarged insolvent, or has any time been adjudged an insolvent;
iii. suspends, or has at any time suspended, payment to his creditors, or makes or has, at any
time, made, a composition with them; or
iv. is or has, at any time, been convicted by a Court and sentenced for a period of more than
six months.

135. Unless decided by the Board to the contrary, depending upon the circumstances of the case, a Proceedings of
Managing Director shall not, while he continues to hold that office, be subject to retirement by The Board of
rotation, in accordance with the Article 124 hereof. If he ceases to hold the office of director, he Directors
shall ipso-facto and forthwith ceases to hold the office of Managing Director.

136. The Directors may meet together as a Board for the despatch of business, from time to time, and
shall so meet at least once in every 3 (Three) months and at least 4 (Four) such meetings shall be
held in every year in such a manner that not more than one hundred and twenty days (120) days
shall intervene between two consecutive meetings of the Board. The Directors may adjourn and
otherwise regulate their meetings as they think fit, subject to the provisions of the Act. The Board
of directors may participates in a meeting of the Board either in person or through video
conferencing or other audio visual means, as may be prescribed, which are capable of recording
and recognising the participation of the directors and of recording and storing the proceedings of
such meetings along with date and time subject to the rules as may be prescribed.

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137. Not less than seven (7) days Notice of every meeting of the Board may be given, in writing, in
writing to every director at his address registered with the company and such notice shall be sent
by hand delivery or by post or by electronic means. Subject to the provisions of section 173(3)
meeting may be called at shorter notice.

138. Subject to Section 174 of the Act, the quorum for a meeting of the Board shall be one-third of its
total strength, excluding Directors, if any, whose places may be vacant at the time and any
fraction contained in that one-third being rounded off as one, or two directors, whichever is
higher, provided that where, at any time, the number of interested directors exceeds or is equal to
two-thirds of the total strength the number of the remaining directors, that is to say, the number of
directors who are not interested, present at the meeting, being not less than two, shall be the
quorum, during such time.

139. If a meeting of the Board could not be held for want of quorum, then the meeting shall
automatically stand adjourned for 30 minutes in the same day and at same place.

140. A director may, at any time, or Secretary shall, as and when directed by the any of the Directors
to do so, convene a meeting of the Board, by giving a notice, in writing, to every other director.

141. The Board may, from time to time, elect one of their member to be the Chairman of the Board and
determine the period for which he is to hold the office. If at any meeting of the Board, the
Chairman is not present at a time appointed for holding the same, the directors present shall
choose one of them, being present, to be the Chairman of such meeting.

142. Subject to the restrictive provisions of any agreement or understanding as entered into by the
Company with any other person(s) such as the collaborators, financial institutions, etc., the
questions arising at any meeting of the Board shall be decided by a majority of the votes of the
directors present there at and, also subject to the foregoing, in the case of an equality of votes, the
Chairman shall have a second or casting vote.

143. A meeting of the Board, at which a quorum is present, shall be competent to exercise all or any of
the authorities, powers and discretions, which, by or under the Act or the Articles of the
Company, are, for the time being, vested in or exercisable by the Board generally.

144. Subject to the restrictions contained in Section 179 of the Act 2013 and the rules made
thereunder, the Board may delegate any of their powers to the committee of the Board, consisting
of such number of its body, as it thinks fit, and it may, from time to time, revoke and discharge
any such committee of the Board, either wholly or in part and either as to persons or purposes, but
every committee of the Board, so formed, shall, in the exercise of the powers so delegated,
conform to any regulations that may, from time to time, be imposed on it by the Board. All acts
done by any such committee of the Board, in conformity with such regulations, and in fulfilment
of the purposes of their appointment but not otherwise, shall have the like force and effect as if
were done by the Board.

145. The meetings and proceedings of any meeting of such Committee of the Board, consisting of two
or more members, shall be governed by the provisions contained herein for regulating the
meetings and proceedings of the meetings of the directors, so far as the same are applicable
thereto and are not superseded by any regulations made by the Directors under the last preceding
Article.

146. No resolution shall be deemed to have been duly passed by the Board or by a Committee thereof
by circulation, unless the resolution has been circulated in draft, together with the necessary
papers, if any, to all the directors or to all the members of the Committee, then in India, not being
less in number than the quorum fixed for a meeting of the Board or Committee, as the case may

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be, and to all the directors or to all the members of the Committee, at their usual addresses in
India and has been approved, in writing, by such of the directors or members of the Committee as
are then in India, or by a majority of such of them, as are entitled to vote on the resolution.

147. All acts done by any meeting of the Board or by a Committee of the Board, or by any person
acting as a director shall notwithstanding that it shall, afterwards, be discovered that there was
some defect in the appointment of such director or persons acting as aforesaid or that they or any
of them were or was, as the case may be, disqualified or had vacated office or that the
appointment of any of them was disqualified or had vacated office or that the appointment of any
of them had been terminated by virtue of any provisions contained in the Act or in these Articles,
be as valid as if every such person had duly been appointed and was qualified to be a director and
had not vacated his office or his appointed had not been terminated, provided that nothing in this
Article shall be deemed to give validity to any act or acts done by a director or directors after his
or their appointment(s) has or have been shown to the Company to be invalid or to have
terminated.

148. i. The Company shall cause minutes of all proceedings of every meeting of the Board and
the Committee thereof to be kept by making, within 30 (Thirty) days of the conclusion of
each such meeting, entries thereof in books kept, whether manually in the registers or by
way of loose leaves bound together, as may be decided by the Board of Directors, for
that purpose with their pages consecutively numbered.
ii. Each page of every such book shall be initialled or signed and the last page of the record
of proceedings of each meeting in such book shall be dated and signed by the Chairman
of the said meeting or the Chairman of the next succeeding meeting.
iii. In no case, the minutes of proceedings of a meeting shall be attached to any such book as
aforesaid by pasting or otherwise.
iv. The minutes of each meeting shall contain a fair and correct summary of the proceedings
thereat.
v. All appointment made at any of the meetings aforesaid shall be included in the minutes
of the meeting.
vi. The minutes shall also contain:-
a. the names of the Directors present at the meeting; and
b. in the case of each resolution passed at the meeting, the names of the directors,
if any dissenting from or not concurring in the resolution.
vii. Nothing contained in sub-clauses (i) to (vii) shall be deemed to require the inclusion in
any such minutes of any matter which, in the opinion of the Chairman of the meeting -
a. is, or could reasonably be regarded as, defamatory of any person;
b. is irrelevant or immaterial to the proceedings; or
c. is detrimental to the interests of the Company;.
and that the Chairman shall exercise an absolute discretion with regard to the inclusion
or non-inclusion of any matter in the minutes on the ground specified in this sub-clause.
viii. Minutes of the meetings kept in accordance with the aforesaid provisions shall be an
evidence of the proceedings recorded therein.

149. Without prejudice to the general powers as well as those under the Act, and so as not in any way
to limit or restrict those powers, and without prejudice to the other powers conferred by these
Articles or otherwise, it is hereby declared that the Directors shall have, inter alia, the following
powers, that is to say, power -
i. to pay the costs, charges and expenses, preliminary and incidental to the promotion,
formation, establishment and registration of the Company;
ii. to pay and charge, to the account of the Company, any commission or interest lawfully
payable thereon under the provision of the Act;
iii. subject to the provisions of the Act, to purchase or otherwise acquire for the Company
any property, rights or privileges, which the Company is authorised to acquire, at or for
such price or consideration and generally on such terms and conditions as they may think

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fit and being in the interests of the Company, and in any such purchase or other
acquisition to accept such title or to obtain such right as the directors may believe or may
be advised to be reasonably satisfactory;
iv. at their discretion and subject to the provisions of the Act, to pay for any property, right
or privileges acquired by or services rendered to the Company, either wholly or partially,
in cash or in Shares, Bonds, Debentures, mortgages, or other securities of the Company,
and any such Shares may be issued either as fully paid up, with such amount credited as
paid up thereon, as may be agreed upon, and any such bonds, Debentures, mortgages or
other securities may either be specifically charged upon all or any part of the properties
of the Company and its uncalled capital or not so charged;
v. to secure the fulfilment of any contracts or engagement entered into by the Company or,
in the interests or for the purposes of this Company, by, with or against any other
Company, firm or person, by mortgage or charge of all or any of the properties of the
Company and its uncalled capital, for the time being, or in such manner and to such
extent as they may think fit;
vi. to accept from any member, as far as may be permissible by law, a surrender of his
Shares or any part thereof, whether under buy-back or otherwise, on such terms and
conditions as shall be agreed mutually, and as may be permitted, from time to time,
under the Act or any other Law or the Regulations, for the time being, in force,
vii. to appoint any person to accept and hold in trust, for the Company, any property
belonging to the Company, in which it is interested, or for any other purposes, and
execute and do all such deeds and things as may be required in relation to any trust, and
to provide for the remuneration of such trustee or trustees;
viii. to institute, conduct, defend, compound or abandon any legal proceedings by or against
the Company or its Officers, or otherwise concerning the affairs of the Company, and
also to compound and allow time for payment or satisfaction of any debts, due and of
any differences to arbitration and observe and perform any awards made thereon;
ix. to act on behalf of the Company in all matters relating to bankruptcy and insolvents;
x. to make and give receipts, releases and other discharges for moneys payable to the
Company and for the claims and demands of the Company;
xi. subject to the applicable provisions of the Act, to invest and deal with any moneys of the
Company not immediately required for the purposes thereof upon such security, not
being Shares of this Company, or without security and in such manner, as they may think
fit, and from time to time, to vary or realise such investments, save as provided in
Section 49 of the Act, all investments shall be made and held in the Company’s own
name;
xii. to execute, in the name and on behalf of the Company, in favour of any director or other
person, who may incur or be about to incur any personal liability whether as principal or
surety, for the benefit or purposes of the Company, such mortgages of the Company’s
property, present and future, as they may think fit, and any such mortgage may contain a
power of sale and such other powers, provisions, covenants and agreements as shall be
agreed upon;
xiii. to determine from time to time, who shall be entitled to sign, on behalf of the Company,
bills, invoices, notes, receipts, acceptances, endorsements, cheques, dividend warrants,
releases, contracts and or any other document or documents and to give the necessary
authority for such purpose, and further to operate the banking or any other kinds of
accounts, maintained in the name of and for the business of the Company;
xiv. to distribute, by way of bonus, incentive or otherwise, amongst the employees of the
Company, a Share or Shares in the profits of the Company, and to give to any staff,
officer or others employed by the Company a commission on the profits of any particular
business or transaction, and to charge any such bonus, incentive or commission paid by
the Company as a part of the operational expenditure of the Company;
xv. to provide for the welfare of directors or ex-directors, Shareholders, for the time being,
or employees or ex-employees of the Company and their wives, widows and families or
the dependents or connections of such persons, by building or contributing to the
building of houses or dwellings, or grants of moneys, whether as a gift or otherwise,

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pension, gratuities, allowances, bonus, loyalty bonuses or other payments, also whether
by way of monetary payments or otherwise, or by creating and from time to time,
subscribing or contributing to provident and other association, institutions, funds or
trusts and by providing or subscribing or contributing towards places of worship,
instructions and recreation, hospitals and dispensaries, medical and other attendance and
other assistance, as the Board shall think fit, and to subscribe or contribute or otherwise
to assist or to guarantee money to charitable, benevolent, religious, scientific, national or
other institutions or objects, which shall have any moral or other claim to support or aid
by the Company, either by reason of locality or place of operations, or of public and
general utility or otherwise;
xvi. before recommending any dividend, to set aside out of the profits of the Company such
sums, as the Board may think proper, for depreciation or to a Depreciation Fund, or to an
Insurance Fund, a Reserve Fund, Capital Redemption Fund, Dividend Equalisation
Fund, Sinking Fund or any Special Fund to meet contingencies or to repay debentures or
debenture-stock, or for special dividends or for equalising dividends or for repairing,
improving, extending and maintaining any of the property of the Company and for such
other purposes, including the purposes referred to in the preceding clause, as the Board
may, in their absolute discretion, think conducive to the interests of the Company and,
subject to the provisions of the Act, to invest the several sums so set aside or so much
thereof, as required to be invested, upon such investments, other than shares of the
Company, as they may think fit, and from time to time, to deal with and vary such
investments and dispose off and apply and expend all or any part thereof for the benefit
of the Company, in such manner and for such purposes, as the Board, in their absolute
discretion, think conducive to the interests of the Company, notwithstanding, that the
matter, to which the Board apply or upon which they expend the same, or any part
thereof, may be matters to or upon which the capital moneys of the Company might
rightly be applied or expended, and to divide the Reserve Fund into such special funds,
as the Board may think fit, with full power to transfer the whole or any portion of a
Reserve Fund or divisions of a Reserve Fund and with full powers to employ the assets
constituting all or any of the above funds, including the Depreciation Fund, in the
business of the Company or in the purchase of or repayment of debentures or debenture
stock and without being bound to keep the same separate from the other assets and
without being bound to pay interest on the same with power however to the Board at
their discretion to pay or allow to the credit of such funds interest at such rate as the
Board may think proper, subject to the provisions of the applicable laws, for the time
being, in force.
xvii. to appoint and at their discretion, remove or suspend such general managers, secretaries,
assistants, supervisors, clerks, agents and servants or other employees, in or for
permanent, temporary or special services, as they may, from time to time, think fit, and
to determine their powers and duties and to fix their salaries, emoluments or
remuneration of such amount, as they may think fit.
xviii. to comply with the requirements of any local laws, Rules or Regulations, which, in their
opinion, it shall, in the interests of the Company, be necessary or expedient to comply
with.
xix. at any time, and from time to time, by power of attorney, under the Seal of the Company,
to appoint any person or persons to be the attorney or attorneys of the Company, for such
purposes and with such powers, authorities and discretions, not exceeding those vested
in or exercisable by the Board under these presents and excluding the powers to make
calls and excluding also except in their limits authorised by the Board the power to make
loans and borrow moneys, and for such period and subject to such conditions as the
Board may, from time to time, think fit, and any such appointment may, if the Board
thinks fit, be made in favour of the members or in favour of any Company, or the Share-
holders, directors, nominees, or managers of any Company or firm or otherwise in favour
of any fluctuating body of persons whether nominated directly or indirectly by the Board
and any such Power of Attorney may contain such powers for the protection of
convenience of person dealing with such Attorneys, as the Board may think fit, and may

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contain powers enabling any such delegates all or any of the powers, authorities and
discretions, for the time being, vested in them;
xx. Subject to the provisions of the Act, for or in relation to any of the matters, aforesaid or
otherwise, for the purposes of the Company, to enter into all such negotiations and
contracts and rescind and vary all such contracts, and execute and do all such contracts,
and execute and do all such acts, deeds and things in the name and on behalf of the
Company, as they may consider expedient;
xxi. from time to time, make, vary and repeal bylaws for the regulation of the business of the
Company, its Officers and Servants.

150. The Company shall not appoint or employ, at the same time, more than one of the following Management
categories of managerial personnel, namely
i. Managing Director, and
ii. Manager

151. Subject to the provisions of the Act,— Chief Executive

i. A chief executive officer, manager, company secretary, chief financial officer may be Officer,
appointed by the Board for such term, at such remuneration and upon such conditions as Manager,
it may thinks fit; and any chief executive officer, manager, company secretary, chief Company
financial officer so appointed may be removed by means of a resolution of the Board; Secretary or
ii. A director may be appointed as chief executive officer, manager, company secretary, Chief Financial
chief financial officer. Officer

152. A provision of the Act or these regulations requiring or authorising a thing to be done by or to a
director and chief executive officer, manager, company secretary, chief financial officer shall not
be satisfied by its being done by or to the same person acting both as director and as, or in place
of, chief executive officer, manager, company secretary, chief financial officer.

153. Copies of the Memorandum and Articles of Association of the Company and other documents, Copies of
referred to in Section 17 of the Act, shall be sent by the Company to every member, at his request, Memorandum
within 7 (Seven) days of the request, on payment, if required by the Board, of the sum of Re.1/- and Articles
(Rupee One Only) or such other higher sum, as may be prescribed, from time to time, under the to be sent to
Act and further decided, from time to time, by the Board, for each such copy. Members

154. i. The Board shall provide a Common Seal for the purposes of the Company, and shall Seal
have power, from time to time, to destroy the same and substitute a new Seal in lieu
thereof, and the Board shall provide for the safe custody of the Seal, for the time being,
and that the Seal shall never be used except by the authority of the Board or a Committee
of the Board previously given. The Common Seal of the Company shall be kept at its
office or at such other place, in India, as the Board thinks fit.
ii. The Common Seal of the Company shall be used by or under the authority of the
Directors or by a Committee of the Board of Directors authorised by it in that behalf in
the presence of at least one director, or Secretary or any other responsible officer of the
Company as may be expressly authorised by the Board by way of a resolution passed at
their duly constituted meeting, who shall sign every instrument to which the seal is
affixed. Such instruments may also be counter-signed by other officer or officers, if any,
appointed for the purpose. However, the certificates, relating to Shares or Debentures in
or of the Company, shall be signed in such manner as may be prescribed in the Act
and/or any Rules thereunder.

155. The profits of the Company, subject to any special rights relating thereto created or authorised to Dividend
be created by these Articles, and further subject to the provisions of these Articles, shall be
divisible among the members in proportion to the amount of capital paid up or credited as paid up
to the Shares held by them respectively.

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156. The Company, in general meeting, may declare that dividends be paid to the members according
to their respective rights, but no dividends shall exceed the amount recommended by the Board,
but the Company may, in general meeting, declare a smaller dividend than was recommended by
the Board.

157 Subject to the applicable provisions of the Act, no dividend shall be declared or paid otherwise
than out of profits of the financial year arrived at after providing for depreciation in accordance
with the provisions of the Act or out of the profits of the Company for any previous financial year
or years arrived at after providing for depreciation in accordance with these provisions and
remaining undistributed or out of both provided that :-

i. if the Company has not provided for any previous financial year or years it shall, before
declaring or paying a dividend for any financial year, provide for such depreciation out
of the profits of the financial year or out of the profits of any other previous financial
year or years;
ii. if the Company has incurred any loss in any previous financial year or years the amount
of loss or an amount which is equal to the amount provided for depreciation for that year
or those years whichever is less, shall be set off against the profits of the Company for
the year for which the dividend is proposed to be declared or paid as against the profits
of the Company for any financial year or years arrived at in both cases after providing
for depreciation in accordance with the provisions of schedule II of the Act

158. The Board may, from time to time, pay to the members such interim dividend, as in their
judgement, the position of the Company justifies.

159. Where capital is paid in advance of calls, such capital may carry interest as may be decided, from
time to time, by the Board, but shall not, in respect thereof, confer a right to dividend or to
participate in profits.

160. All dividends shall be apportioned and paid proportionately to the amounts paid up on the shares
during which any portion or portions of the period in respect of which the dividend is paid up; but
if any Share is issued on the terms providing that it shall rank for dividend as from a particular
date or on such preferred rights, such Share shall rank for dividend accordingly.

161. The Board may retain the dividends payable upon Shares in respect of which any person is, under
the Article 61 hereinabove, entitled to become a member, or which any person under that article is
entitled to transfer until such person shall become a member in respect of such Shares, or shall
duly transfer the same and until such transfer of Shares has been registered by the Company,
notwithstanding anything contained in any other provision of the Act or these Articles, the
provisions of Section 206A of the Act or the corresponding section of Act, 2013 as and when
notified shall apply.

162. Any one of several persons, who are registered as joint holders of any Share, may give effectual
receipts for all dividends or bonus and payments on account of dividends or bonus or other
moneys payable in respect of such Shares.

163. No member shall be entitled to receive payment of any interest or dividend in respect of his Share
or Shares, whilst any money may be due or owing from him to the Company in respect of such
Share or Shares or otherwise howsoever, either alone or jointly with any other person or persons,
and the Board may deduct, from the interest or dividend payable to any member, all sums of
money so due from him to the Company.

164. Subject to the applicable provisions, if any, of the Act, a transfer of Shares shall not pass the right
to any dividend declared thereon and made effective from the date prior to the registration of the
transfer.

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165. Unless otherwise directed, any dividend may be paid up by cheque or warrant or by a pay-slip
sent through the post to the registered address of the member or person entitled, or, in the case of
joint holders, to that one of them first named in the Register in respect of the joint holdings. Every
such cheque or warrant shall be made payable to the order of the person to whom it is sent. The
Company shall not be liable or responsible for any cheque or warrant or pay-slip lost in
transmission or for any dividend lost to the member or person entitled thereto due to or by the
forged endorsement of any cheque or warrant or the fraudulent recovery of the dividend by any
other means.

166. i. If the Company has declared a dividend but which has not been paid or claimed within
30 (Thirty) days from the date of declaration the Company shall transfer the total amount
of dividend which remains unpaid or unclaimed within the said period of 30 (Thirty)
days a special account to be opened by the Company in that behalf in any scheduled
Bank called “the Unpaid Dividend Account of....................... Limited”. The Company
shall within a period of ninety days of making any transfer of an amount to the Unpaid
Dividend Account, prepare a statement containing the names, their last known addresses
and the unpaid dividend to be paid to each person and place it on the website of the
Company and also on any other website approved by the Central Government, for this
purpose.No unclaimed or unpaid dividend shall be forfeited by the Board before the
claim becomes barred by law.
ii. Any money transferred to the unpaid dividend account of the Company which remains
unpaid or unclaimed for a period of 7 (Seven) years, from the date of such transfer shall
be transferred by the Company to the Fund know as the Investor Education and
Protection Fund established under Section 125 of the Act 2013.

167. Subject to the provisions of the Act, no unpaid dividend shall bear interest as against the
Company.

168. Any general meeting declaring a dividend may, on the recommendation of the Directors, make a
call on the members of such amount as the meeting decides, but so that the call on each member
shall not exceed the dividend payable to him and so that the call be made payable at the same time
as the dividend and the dividend may, if so arranged between the Company and the members, be
set off against the calls.

169. i. The Company, in general meeting, may resolve that any moneys, investments or other Capitalisation
assets forming part of the undivided profits of the Company standing to the credit of the
Reserve Fund, or any Capital Redemption Reserve Account or in the hands of the
Company and available for dividend, or representing premium received on the issue of
Shares and standing to the credit of the Share Premium Account, be capitalised and
distributed amongst such of the Shareholders as would be entitled to receive the same, if
distributed by way of dividend, and in the same proportion on the footing that they
become entitled thereto as capital, and that all or any part of such capitalised fund be
applied, on behalf of such Shareholders, in paying up in full either at par or at such
premium, as the resolution may provide, any unissued Shares or Debentures or
Debenture stock of the Company which shall be distributed accordingly on in or towards
payment of the uncalled liability on any issued Shares or Debentures, stock and that such
distribution or payment shall be accepted by such Shareholders in full satisfaction of
their interest in the said capitalised sum, provided that a Share Premium Account and a
Capital Redemption Reserve Account may, for the purposes of this Article, only be
applied for the paying of any unissued Shares to be issued to members of the Company
as, fully paid up, bonus Shares.
ii. A general meeting may resolve that any surplus moneys arising from the realisation of
any capital assets of the Company, or any investments representing the same, or any
other undistributed profits of the Company, not subject to charge for income tax, be

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distributed among the members on the footing that they receive the same as capital.
iii. For the purpose of giving effect to any resolution under the preceding paragraphs of this
Article, the Board may settle any difficulty, which may arise, in regard to the
distribution, as it thinks expedient, and, in particular, may issue fractional certificates and
may fix the value for distribution of any specific assets, and may determine that such
cash payments shall be made to any members upon the footing of the value so fixed or
that fraction of value less than Rs.10/- (Rupees Ten Only) may be disregarded in order to
adjust the rights of all parties, and may vest any such cash or specific assets in trustees
upon such trusts for the person entitled to the dividend or capitalized funds, as may seem
expedient to the Board. Where requisite, a proper contract shall be delivered to the
Registrar for registration in accordance with Section 75 of the Act and the Board may
appoint any person to sign such contract, on behalf of the persons entitled to the dividend
or capitalized fund, and such appointment shall be effective.

170. The Company shall keep at the Office or at such other place in India, as the Board thinks fit and Accounts
proper, books of account, in accordance with the provisions of the Act with respect to :-

i. all sums of money received and expended by the Company and the matters in respect of
which the receipt and expenditure take place;
ii. all sales and purchases of goods by the Company;
iii. the assets and liabilities of the Company;
iv. such particulars, if applicable to this Company, relating to utilization of material and/or
labour or to other items of cost, as may be prescribed by the Central Government.

Where the Board decides to keep all or any of the books of account at any place, other
than the Office of the Company, the Company shall, within 7 (Seven) days, or such other
period, as may be fixed, from time to time, by the Act, of the decision, file with the
Registrar, a notice, in writing, giving the full address of that other place.

The Company shall preserve, in good order, the books of account, relating to the period
of not less than 8 (Eight) years or such other period, as may be prescribed, from time to
time, under the Act, preceding the current year, together with the vouchers relevant to
any entry in such books.

Where the Company has a branch office, whether in or outside India, the Company shall
be deemed to have complied with this Article, if proper books of account, relating to the
transaction effected at the branch office, are kept at the branch office, and the proper
summarized returns, made up to day at intervals of not more than 3 (Three) months or
such other period, as may be prescribed, from time to time, by the Act, are sent by the
branch office to the Company at its Office or other place in India, at which the books of
account of the Company are kept as aforesaid.

The books of account shall give a true and fair view of the state of affairs of the
Company or branch office, as the case may be, and explain the transactions represented
by it. The books of account and other books and papers shall be open to inspection by
any director, during business hours, on a working day, after a prior notice, in writing, is
given to the Accounts or Finance department of the Company.

171. The Board shall, from time to time, determine, whether, and to what extent, and at what times and
places, and under what conditions or regulations, the accounts and books of the Company or any

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of them shall be open to the inspection of members, not being the directors, and no member, not
being a director, shall have any right of inspecting any account or books or document of the
Company, except as conferred by law or authorised by the Board.

172. The Directors shall, from time to time, in accordance with sections 129 and 134 of the Act, cause
to be prepared and to be laid before the Company in Annual General Meeting of the Shareholders
of the Company, such Balance Sheets, Profit and Loss Accounts, if any, and the Reports as are
required by those Sections of the Act.

173. A copy of every such Profit & Loss Accounts and Balance Sheets, including the Directors’
Report, the Auditors’ Report and every other document(s) required by law to be annexed or
attached to the Balance Sheet, shall at least 21 (Twenty-one) days, before the meeting, at which
the same are to be laid before the members, be sent to the members of the Company, to every
trustee for the holders of any Debentures issued by the Company, whether such member or trustee
is or is not entitled to have notices of general meetings of the Company sent to him, and to all
persons other than such member or trustees being persons so entitled.

174. The Auditors, whether statutory, branch or internal, shall be appointed and their rights and duties
shall be regulated in accordance with the provisions of the Act and the Rules made thereunder.

175. i. A document or notice may be served or given by the Company on any member either Documents and
personally or by sending it, by post or by such other means such as fax, e-mail, if Notices
permitted under the Act, to him at his registered address or, if he has no registered
address in India, to the address, if any, in India, supplied by him to the Company for
serving documents or notices on him.
ii. Where a document or notice is sent by post, service of the document or notice shall be
deemed to be effected by properly addressing, pre-paying, wherever required, and
posting a letter containing the document or notice, provided that where a member has
intimated to the Company, in advance, that documents or notices should be sent to him
under a certificate of posting or by registered post, with or without the acknowledgement
due, and has deposited with the Company a sum sufficient to defray the expenses of
doing so, service of the document or notice shall not be deemed to be effected unless it is
sent in the manner and, such service shall be deemed to have been effected, in the case of
a notice of a meeting, at the expiration of forty-eight hours after the letter containing the
document or notice is posted, and in any other case, at the time at which the letter would
be delivered in the ordinary course of post.

176. A document or notice, whether in brief or otherwise, advertised, if thought fit by the Board, in a
newspaper circulating in the neighbourhood of the Office shall be deemed to be duly served or
sent on the day, on which the advertisement appears, on or to every member who has no
registered address in India and has not supplied to the Company an address within India for the
serving of documents on or the sending of notices to him.

177. A document or notice may be served or given by the Company on or to the joint holders of a
Share by serving or giving the document or notice on or to the joint holder named first in the
Register of Members in respect of the Share.

178. A document or notice may be served or given by the Company on or to the person entitled to a
Share, including the person nominated in the manner prescribed hereinabove, in consequence of
the death or insolvency of a member by sending it through the post as a prepaid letter addressed to
them by name or by the title or representatives of the deceased, or assigned of the insolvent or by
any like description, at the address, if any, in India, supplied for the purpose by the persons
claiming to be entitled, or, until such an address has been so supplied, by serving the document or
notice, in any manner in which the same might have been given, if the death or insolvency had
not occurred.

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179. Documents or notices of every general meeting shall be served or given in some manner
hereinafter authorised on or to (i) every member, (ii) every person entitled to a Share in
consequence of the death or insolvency of member, (iii) the Auditor or Auditors of the Company,
and (iv) the directors of the Company.

180. Every person who, by operation of law, transfer or by other means whatsoever, shall become
entitled to any Share, shall be bound by every document or notice in respect of such Share, which,
previously to his name and address being entered on the Register of Members, shall have duly
served on or given to the person from whom he derives his title to such Shares.

181. Any document or notice to be served or given by the Company may be signed by a director or
some person duly authorised by the Board for such purpose and the signature thereto may be
written, printed or lithographed.

182. All documents or notices to be served or given by members on or to the Company or any Officer
thereof shall be served or given by sending it to the Company or Officer at the Office by post,
under a certificate of posting or by registered post, or by leaving it at the Office, or by such other
means such as fax, e-mail, if permitted under the Act.

183. The Liquidator, on any winding up, whether voluntary or under supervision or compulsory, may, Winding Up
with the sanction of a special resolution, but subject to the rights attached to any Preference Share
Capital, divide among the contributories, in specie, any part of the assets of the Company and
may, with the like sanction, vest any part of the assets of the Company in trustees upon such trusts
for the benefit of the contributories, as the liquidators, with the like sanction, shall think fit.

184. Every officer of the company shall be indemnified out of the assets of the company against any Indemnity and
liability incurred by him in defending any proceedings, whether civil or criminal, in which Responsibility
judgment is given in his favor or in which he is acquitted or in which relief is granted to him by
the court or the Tribunal.

185. i. Every director, manager, auditor, treasurer, trustee, member of a committee, officer, Secrecy
servant, agent, accountant or other person employed in the business of the Company
shall, if so required by the Directors, before entering upon his duties, sign a declaration
pledging himself to observe strict secrecy respecting all transactions and affairs of the
Company with the customers and the state of the accounts with the individuals and in
matters relating thereto, and shall, by such declaration, pledge himself not to reveal any
of the matters which may come to his knowledge in the discharge of his duties except
when required so to do by the Directors or by Law or by the person to whom such
matters relate and except so far as may be necessary in order to comply with any of the
provisions contained in these presents or the Memorandum of Association of the
Company.
ii. No member shall be entitled to visit or inspect any works of the Company, without the
permission of the Directors, or to require discovery of or any information respecting any
details of the Company’s trading or business or any matter which is or may be in the
nature of a trade secret, mystery of trade, secret or patented process or any other matter,
which may relate to the conduct of the business of the Company and, which in the
opinion of the Directors, it would be inexpedient in the interests of the Company to
disclose.

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SECTION IX – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by the Company or entered
into more than two years before the date of the Draft Prospectus) which are or may be deemed material have been entered or to be
entered into by the Company which are or may be deemed material will be attached to the copy of the Prospectus, delivered to the
Registrar of Companies, for registration. Copies of the abovementioned contracts and also the documents for inspection referred to
hereunder, may be inspected at the Registered and Corporate Office between 10 a.m. and 5 p.m. on all Working Days from the date
of this Draft Prospectus until the Issue Closing Date.

Material Contracts

1. Agreement dated December 23, 2019 executed between our Company and Hem Securities Limited as Lead Manager to the
Issue.
2. Agreement dated December 23, 2019 executed between our Company and the Registrar to the Issue (Bigshare Service Pvt.
Ltd.)
3. Banker to the Issue Agreement dated [●]among our Company, Lead Manager, Banker to the Issue and the Registrar to the
Issue.
4. Market Making Agreement dated [●]between our Company, Lead Manager and Market Maker.
5. Underwriting Agreement dated [●]between our Company, Lead Manager and Underwriter.
6. Tripartite Agreement dated [●]among CDSL, the Company and the Registrar to the Issue.
7. Tripartite Agreement dated [●]among NDSL, the Company and the Registrar to the Issue.

Material Documents

8. Certified copies of the Memorandum and Articles of Association of the Company as amended.
9. Certificate of Incorporation dated August 14, 2006 issued by the Registrar of Companies, Mumbai.
10. Fresh Certificate of Incorporation dated December 19, 2019issued by the Registrar of Companies, Mumbai consequent upon
Conversion of the Company to Public Company.
11. Copy of the Board Resolution dated December 20, 2019 authorizing the Issue and other related matters.
12. Copy of Shareholder’s Resolution dated December21, 2019 authorizing the Issue and other related matters.
13. Copy of Consolidated Audited Financial Statements of our Company for the period of June 30, 2019 and for the years ended
March 31, 2019, 2018 & 2017.
14. Copy of Proforma Financial Statements of our Company for the period of June 30, 2019 and year ended March 31, 2019.
15. Peer Review Auditors Report dated December 28, 2019 on Restated Consolidated Financial Statements of our Company for
the period of June 30, 2019 and for the years ended March 31, 2019, 2018 & 2017.
16. Copy of the Statement of Tax Benefits dated December 28, 2019 from the Statutory Auditor.
17. Consents of the Lead Manager, Legal Advisor to the Issue, Registrar to the Issue, Market Maker, Underwriter, Banker to the
Issue,Sponsor Bank, Statutory Auditor of the Company, Promoters of our Company, Directors of our Company, Company
Secretary and Compliance Officer, Chief Financial Officer, Bankers to our Company as referred to, in their respective
capacities.
18. Board Resolution dated December 31, 2019 for approval of Draft Prospectus, dated [●] for approval of Prospectus
19. Due Diligence Certificate from Lead Manager dated December 31, 2019.
20. Approval from BSE vide letter dated [●] to use the name of BSE in the Prospectus for listing of Equity Shares on the SME
Platform of the BSE.

Any of the contracts or documents mentioned in this Draft Prospectus may be amended or modified at any time if so required in the
interest of our Company or if required by the other parties, without reference to the Shareholders subject to compliance of the
provisions contained in the Companies Act and other relevant statutes.

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DECLARATION

I certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Government of India or the regulations or guidelines issued by
SEBI, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statement made in this Draft Prospectus is contrary to the provisions of the Companies Act, the Securities Contracts
(Regulation) Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as amended or the rules, regulations or
guidelines issued thereunder, as the case may be. I further certify that all the statements in this Draft Prospectus are true and correct.

SIGNED BY THE BOARD OF DIRECTORS OF OUR COMPANY:

Name and Designation Signature

Mr. Mukund Narayan Kulkarni
Chairman & Managing Director Sd/-
DIN: 00248797

Date: December 31, 2019

Place: Nashik

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SM Auto Stamping Limited

DECLARATION

I certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Government of India or the regulations or guidelines issued by
SEBI, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statement made in this Draft Prospectus is contrary to the provisions of the Companies Act, the Securities Contracts
(Regulation) Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as amended or the rules, regulations or
guidelines issued thereunder, as the case may be. I further certify that all the statements in this Draft Prospectus are true and correct.

SIGNED BY THE BOARD OF DIRECTORS OF OUR COMPANY:

Name and Designation Signature

Mr. Suresh GunwantFegde
Sd/-
Whole Time Director
DIN: 00248850

Date: December 31, 2019

Place: Nashik

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SM Auto Stamping Limited

DECLARATION

I certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Government of India or the regulations or guidelines issued by
SEBI, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statement made in this Draft Prospectus is contrary to the provisions of the Companies Act, the Securities Contracts
(Regulation) Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as amended or the rules, regulations or
guidelines issued thereunder, as the case may be. I further certify that all the statements in this Draft Prospectus are true and correct.

SIGNED BY THE BOARD OF DIRECTORS OF OUR COMPANY:

Name and Designation Signature

Mrs. AlkaMukundKulkarni
Sd/-
Non-Executive Director
DIN: 06896902

Date: December 31, 2019

Place: Nashik

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SM Auto Stamping Limited

DECLARATION

I certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Government of India or the regulations or guidelines issued by
SEBI, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statement made in this Draft Prospectus is contrary to the provisions of the Companies Act, the Securities Contracts
(Regulation) Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as amended or the rules, regulations or
guidelines issued thereunder, as the case may be. I further certify that all the statements in this Draft Prospectus are true and correct.

SIGNED BY THE BOARD OF DIRECTORS OF OUR COMPANY:

Name and Designation Signature

Mr. Aditya MukundKulkarni
Sd/-
Non-Executive Director
DIN: 07092586

Date: December 31, 2019

Place: Nashik

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SM Auto Stamping Limited

DECLARATION

I certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Government of India or the regulations or guidelines issued by
SEBI, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statement made in this Draft Prospectus is contrary to the provisions of the Companies Act, the Securities Contracts
(Regulation) Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as amended or the rules, regulations or
guidelines issued thereunder, as the case may be. I further certify that all the statements in this Draft Prospectus are true and correct.

SIGNED BY THE BOARD OF DIRECTORS OF OUR COMPANY:

Name and Designation Signature

Mr.SunilkumarSatyanarayanDayama
Independent Director Sd/-
DIN: 08492339

Date: December 31, 2019

Place: Nashik

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SM Auto Stamping Limited

DECLARATION

I certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Government of India or the regulations or guidelines issued by
SEBI, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statement made in this Draft Prospectus is contrary to the provisions of the Companies Act, the Securities Contracts
(Regulation) Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as amended or the rules, regulations or
guidelines issued thereunder, as the case may be. I further certify that all the statements in this Draft Prospectus are true and correct.

SIGNED BY THE BOARD OF DIRECTORS OF OUR COMPANY:

Name and Designation Signature

Mr.PrakashGangadharPathak
Independent Director Sd/-
DIN: 07538918

Date: December 31, 2019

Place: Nashik

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SM Auto Stamping Limited

DECLARATION

I certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Government of India or the regulations or guidelines issued by
SEBI, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statement made in this Draft Prospectus is contrary to the provisions of the Companies Act, the Securities Contracts
(Regulation) Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as amended or the rules, regulations or
guidelines issued thereunder, as the case may be. I further certify that all the statements in this Draft Prospectus are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY:

Name and Designation Signature

Mr.Suresh GovindJagdale
Chief Financial officer Sd/-
DIN: 07538918

Date: December 31, 2019

Place: Nashik

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SM Auto Stamping Limited

DECLARATION

I certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Government of India or the regulations or guidelines issued by
SEBI, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statement made in this Draft Prospectus is contrary to the provisions of the Companies Act, the Securities Contracts
(Regulation) Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as amended or the rules, regulations or
guidelines issued thereunder, as the case may be. I further certify that all the statements in this Draft Prospectus are true and correct.

SIGNED BY THE COMPANY SECRETARY OF OUR COMPANY:

Name and Designation Signature

Mrs.Priya Anuj Khadilkar
Company Secretary & Compliance Officer Sd/-
(M. No. A59078)

Date: December 31, 2019

Place: Nashik

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