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AUTOLINE INDUSTRIES LTD. — Proxy Solicitation & Information Statement 2026
Mar 24, 2026
62064_rns_2026-03-24_7eb77f3e-f4df-4dff-a18a-62c15f074891.pdf
Proxy Solicitation & Information Statement
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Date: March 24, 2026
To, BSE Limited
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001 General Manager, Listing Corporate Relations Department
Scrip Code: 532797
National Stock Exchange of India Limited
Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai – 400 051 Vice President, Listing Corporate Relations Department
Symbol: AUTOIND
Subject: Notice of Postal Ballot of Autoline Industries Limited.
Dear Sir/ Madam,
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice of Postal Ballot of the Company which has been sent to the Members of the Company. The Postal Ballot Notice has been issued pursuant to the approval of the Board of Directors at its meeting held on March 18, 2026.
The Notice is being sent through electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, March 20, 2026 seeking their approval on the resolution set out in the Notice.
The Company has engaged the services of National Securities Depository Limited for providing the remote e-voting facility to its Members. The instructions for remote e-voting are provided in the Postal Ballot Notice. The details of remote e-voting are as under:
| Particulars | Details |
|---|---|
| Cut-off date for e-voting | Friday,March 20,2026 |
| E-votingstart date and time | Wednesday,March 25,2026,9:00 A.M.(IST) |
| E-votingend date and time | Thursday,April 23,2026,5:00 P.M.(IST) |
The results of the Postal Ballot along with the Scrutinizer’s Report will be submitted to the Stock Exchanges and will also be uploaded on the Company’s website www.autolineind.com and on the website of NSDL www.evoting.nsdl.com on or before Saturday, April 25, 2026.
You are requested to take the above information on record.
Thanking you. Yours faithfully
For Autoline Industries Limited
Shivaji Digitally signed by Shivaji Tukaram Tukaram Akhade Date: 2026.03.24 Akhade 15:17:54 +05'30' ____ Shivaji Tukaram Akhade Managing Director DIN: 00006755
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Place: Pune
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AUTOLINE INDUSTRIES LIMITED
Regd. Office: Survey Nos. 313, 314, 320 to 323, Nanekarwadi, Chakan Khed Pune 410501 Tele No: +91 2135 635865/6 Fax: +91 2135 664864 CIN: L34300PN1996PLC104510 Website: www.autolineind.com Email Id: [email protected]
NOTICE OF POSTAL BALLOT
(Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, as amended)
Dear Member(s),
NOTICE is hereby given to the Shareholders (“Members”) of Autoline Industries Limited (“Company”) that pursuant to the provisions of Sections 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions, if any, including any statutory modification(s) or re‐enactment(s) thereof for the time being in force (“Management Rules”), the provisions of Secretarial Standard on General Meetings (“SS‐2”) issued by the Institute of Company Secretaries of India, relevant circulars including the General Circular No. 14/2020 dated April 08, 2020, the General Circular No. 17/2020 dated April 13, 2020, and the latest one being General Circular No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (together referred to as “MCA Circulars”) and SEBI Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 03, 2024, (together referred to as “SEBI Circulars”) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), any other applicable provisions of any law or regulations, circulars, etc., together with any present or future, amendment(s), modification(s), variation(s) or re-enactment(s) of any of the above, the resolution appended below is proposed to be passed as Special Resolution by way of a postal ballot (“Postal Ballot”) through remote electronic voting process (“remote e- voting/evoting”).
In compliance with the provisions of Sections 108 and 110 and other applicable provisions of the Act read with the Management Rules, Regulation 44 of the SEBI Listing Regulations and the MCA Circulars, Members can vote only through the remote e-voting. Accordingly, the Company is pleased to offer a remote e-voting facility to all its Members to cast their votes electronically and has engaged the services of National Securities Depository Limited (“NSDL”) for facilitating the e-voting process.
In compliance with the MCA Circulars, the Company is sending this Notice only in electronic form to those Members whose e-mail addresses are registered with the Company / Depositories as on Friday, March 20, 2026 (“Cut-off date”). The voting by the Members would take place only through the remote e-voting system. Members are requested to read the instructions in the notes under the section “General Guidelines for Shareholders” in this postal ballot notice to cast their vote(s) electronically. The remote e-voting period commences on Wednesday, March 25, 2026 at 9.00 A.M. (IST) and ends on Thursday, April 23, 2026 at 5.00 P.M. (IST). The remote e-voting facility will be disabled by NSDL thereafter.
The Board of Directors of the Company has appointed Mr. Sujit Manazhy, Practicing Company Secretary (Membership No. FCS 7140, CP No. 7382) as the Scrutinizer for conducting the Postal Ballot only through the remote e-voting process in a fair and transparent manner in accordance with the provisions of the Act read with Rules and the MCA Circulars and they have communicated their
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consent to be appointed and will be available for the said purpose. The Scrutinizer, after scrutinizing the remote e-voting, will submit his report to the Chairman or any person authorised by Chairman of the Company for declaration of the results of the remote e-voting on or before Saturday, April 25, 2026 at 5:00 P.M. (IST) at the Registered Office of the Company. The results of the remote e-voting and the Scrutinizer’s report will be placed on the Company’s website www.autolineind.com and on the website of National Securities Depository Limited (NSDL) at www.evoting.nsdl.com and will be communicated to the National Stock Exchange of India Limited and BSE Limited, where the equity shares / securities of the Company are listed.
The explanatory statement under Section 102(1) of the Act (“Explanatory Statement”) setting out the material facts concerning the proposed resolutions and the reasons thereof are annexed hereto for your consideration.
SPECIAL BUSINESS:
1. To approve revision in remuneration of Mr. Sudhir Vithal Mungase (DIN: 00006754), Whole Time Director of the Company.
To consider and if thought fit, to pass, with or without modification, the following resolutions as Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with Schedule V of the Act and subject to the provisions of Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and subject to such other approvals, permissions and consents as may be required, the consent of the Members be and is hereby accorded for payment of remuneration to Mr. Sudhir Vithal Mungase (DIN:00006754), Whole-time Director of the Company , for the period commencing from March 1, 2026 for the remaining period of his tenure as Whole-time Director, within the limits specified under Section 197 read with Schedule V of the Act , or any statutory modification(s) or re-enactment thereof.
RESOLVED FURTHER THAT the remuneration payable to Mr. Sudhir Vithal Mungase (DIN:00006754), Whole-time Director , with effect from March 1, 2026 , shall be Cost to Company (CTC) of INR 61,48,488 (Rupees Sixty One Lakh Forty Eight Thousand Four Hundred Eighty Eight only) per annum , payable in accordance with the Company’s remuneration structure and policies and subject to applicable taxes and statutory deductions.
RESOLVED FURTHER THAT pursuant to the provisions of Section II of Part II of Schedule V of the Act, in the event of absence or inadequacy of profits in any financial year during the tenure of Mr. Sudhir Vithal Mungase as Whole-time Director, the aforesaid remuneration shall be paid as minimum remuneration, subject to the limits prescribed under Schedule V of the Act or such other limits as may be prescribed from time to time.
RESOLVED FURTHER THAT in any financial year during the currency of his appointment, if the Company has adequate profits, the Board of Directors of the Company be and is hereby authorised to increase his remuneration, over and above the remuneration mentioned above, by way of salary, perquisites, commission and/or other allowances, within the overall limits prescribed under Section 197 of the Act, subject to necessary approvals, if any.
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RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds and things and execute all such documents, instruments and writings as may be deemed fit or required and to delegate all or any of its powers herein conferred to any committee of Board or Director(s) / Key managerial personnel to give effect to this resolution.”
By order of the Board of Directors For Autoline Industries Limited
Sd/Pranvesh Tripathi Company Secretary & Compliance Officer ACS No. 16724
Date: March 18, 2026 Place: Pune
Registered Office: Survey Nos. 313, 314, 320 to 323, Nanekarwadi, Chakan Khed Pune 410501 Tele No: +91 2135 635865/6
E-mail: [email protected] Website: www.autolineind.com
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NOTES:
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The Explanatory Statement and reasons for the proposed Special Resolution pursuant to Section 102 read with Section 110 of the Companies Act, 2013 (“the Act”) and Secretarial Standards on General Meetings (SS-2) setting out material facts are appended herein below.
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Mr. Sujit Manazhy, Practicing Company Secretary (Membership No. FCS 7140, CP No. 7382) has been appointed as the Scrutinizer for conducting the postal ballot only through the remote e- voting process in a fair and transparent manner.
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In compliance with the MCA Circulars, the Postal Ballot Notice is being sent by electronic mode to those Members whose names appear in the Register of Members/ List of Beneficial Owners maintained by the Company/ Depositories as on Friday, March 20, 2026 (‘Cut-off date’) and whose e-mail IDs are registered with the Company/ Depositories. For Members who have not registered their e-mail IDs, please follow the instructions given under Note No. 15 and 16.
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In accordance with the provisions of the MCA Circulars, Members can vote only through the remote e-voting process. Members are requested to provide their assent or dissent through remote e-voting only.
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As per the MCA Circulars, physical copies of this Postal Ballot Notice, Postal Ballot forms and prepaid Business Reply Envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through remote e-voting only.
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In compliance with the provisions of Sections 108 and 110 and other applicable provisions of the Act read with the Management Rules, the Company is pleased to offer remote e-voting facility to all the Members of the Company. For this purpose, the Company has engaged the services of National Securities Depository Limited (‘ NSDL’ ) for facilitating e-voting to enable the Members to cast their votes electronically.
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Members may please note that the Postal Ballot Notice will also be available on the Company’s website at www.autolineind.com and websites of the stock exchanges, i.e., BSE Limited (‘ BSE’ ) and National Stock Exchange of India Limited (‘ NSE’ ) at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL at https://nsdl.co.in
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The Company will issue necessary advertisements in the newspaper/e-newspaper having all India circulation and the newspaper circulating in the district where Registered Office of the Company is situated for the information of Members whose e-mail addresses are not available in the records of RTA and Depositories/ Depository Participants.
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In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.
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All the material documents referred to in the Explanatory Statement, or as may be relevant to/ connected with the proposed resolutions, shall be available for inspection from 10:00 A.M. to 12:00 Noon on all working days from the date of dispatch of this Postal Ballot Notice at the registered office of the Company till the last date of remote e-voting by the Members.
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The Postal Ballot Notice is being sent to all the Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from NSDL/ Central Depository Services (India) Limited (CDSL) as on Friday, March 20, 2026. The members whose name appears in the Register
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of Members/ list of Beneficial Owners as on Friday, March 20, 2026, being the cut-off date, are entitled to vote on the Resolution set forth in this Postal Ballot Notice.
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The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Friday, March 20, 2026, being the cut-off date fixed for the purpose.
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The voting through electronic means will commence on, Wednesday, March 25, 2026, at 9:00 a.m. (IST) and will end on Thursday, April 23, 2026, at 5:00 p.m. (IST). The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution(s) is cast by the Member, the Member shall not be allowed to change subsequently.
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A Member cannot exercise his/ her vote by proxy on Postal Ballot.
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Members holding shares in physical mode and who have not registered / updated their e-mail address with the Company are requested to register / update the same by submitting duly filled and signed Form ISR-1 with the Registrar to Issue and Share Transfer Agent ( RTA ), MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) at [email protected]. In case of any queries/difficulties in registering the e-mail address, Members may write to [email protected]. Members holding shares in dematerialized mode are requested to register/update their email addresses with the relevant Depository Participants.
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In compliance with the aforesaid MCA Circulars and SEBI Circulars, Postal Ballot Notice is being sent only through electronic mode to those Members whose email addresses are registered with the Depositories/ RTA. Members may note that the Postal Ballot notice will also be available on the Company’s website www.autolineind.com and websites of the Stock Exchanges BSE and NSE at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL at https://www.evoting.nsdl.com. Members not having their email IDs registered are requested to download a copy of Postal Ballot Notice available at the website of the Company at www.autolineind.com .
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Dispatch of the Postal Ballot Notice and the Explanatory Statement shall be announced through an advertisement published in one Regional Newspaper, widely circulated, and shall be hosted at the Company’s website at www.autolineind.com . The said public notice shall also mention the process for registration of E-mail IDs by those Members who have not yet registered their emailids with the RTA and Depository Participants.
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The Scrutinizer will submit his report to the Chairman or any other Director after completion of the scrutiny and the result of the Postal Ballot e-voting process will be declared on or before Saturday, April 25, 2026 at the Registered Office of the Company and the result will also be displayed on the Notice Board at the registered office of the Company, immediately after the declaration of the result by the Chairman or a person authorized by him in writing. The result of the Postal Ballot (including e-voting), along with the Scrutinizer’s Report will be posted on the Company’s website www.autolineind.com .
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The result of the Postal Ballot shall be communicated to all the Stock Exchanges where the equity shares of the Company are listed and NSDL. The Special Resolutions, if passed by the requisite majority, shall be deemed to have been passed on Thursday, April 23, 2026 being the last date specified by the Company for remote e‐voting.
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The resolution passed by Members with requisite majority, through Postal Ballot shall be deemed to have been passed at a General Meeting of Members convened on that behalf.
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Any query in relation to the resolution proposed to be passed through Postal Ballot may be addressed at Email: [email protected] grievance with respect to e-voting, Members may refer to the Frequently Asked Questions (FAQs) for Members and E-voting User Manual for Members available under the Downloads section of NSDL’s e-voting website.
“General Guidelines for Shareholders”
PROCESS AND MANNER FOR MEMBERS OPTING FOR E‐VOTING
In compliance with provisions of Section 108 and 110 of the Act read with Rule 20 of the Management Rules including any amendments thereto and as per Regulation 44 of SEBI Listing Regulations, the Company is pleased to provide Members the facility to exercise their right to vote by electronic means and the business may be transacted through e‐voting Services provided by NSDL.
- How do I vote electronically using NSDL e Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
- Step 1: Access to NSDL e Voting system
- A) Login method for e Voting for Individual shareholders holding securities in Demat mode.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.js p.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e- Voting period. 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section, this willpromptyou to enteryour existingUser ID and Password. |
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After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on Company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
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If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
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Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.
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Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login holding securities in through their existing user id and password. Option will be made demat mode with CDSL available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
- After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-
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| Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
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| Individual Shareholders (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 or 022-23058542-43 |
- B) Login Method for e Voting for Shareholders other than Individual Shareholders holding securities in demat mode and Shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below:
| Manner of holding shares i.e. Demat (NSDL or CDSL)or Physical |
Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID. For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012** |
| b) For Members who hold shares in demat account with CDSL |
16 Digit Beneficiary ID. For example if your Beneficiary ID is 12** then your user ID is 12** |
| c) For Members holding shares in Physical Form. | EVEN Number followed by Folio Number registered with the Company. For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
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Password details for Shareholders other than Individual Shareholders are given below:
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a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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c) How to retrieve your ‘initial password’?
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(i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account,
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last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
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If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
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a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically on NSDL e-Voting system.
How to cast your vote electronically on NSDL e-Voting system?
| 1. | After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status |
|---|---|
| 2. | Select “EVEN” of Company for which you wish to cast your vote during the remote e-Voting period. |
| 3. | Now you are ready for e-Voting as the Voting page opens. |
| 4. | Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted. |
| 5. | Upon confirmation, the message “Vote cast successfully” will be displayed. |
| 6. | You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page |
| 7. | Onceyou confirmyour vote on the Resolution, you will not be allowed to modify your vote. |
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General Guidelines for shareholders
| 1. | Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority Letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail [email protected] a copy marked to [email protected] Shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login. |
|---|---|
| 2. | It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available onwww.evoting.nsdl.com |
| 3. | In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.comor call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request [email protected]@nsdl.co.in |
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the Resolutions set out in this Notice :
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In case shares are held in physical mode please provide Folio No., Name of Shareholder, scanned copy of the Share Certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual Shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual Shareholders holding securities in demat mode .
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Alternatively Shareholder/Members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
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Explanatory Statement as required by Section 102 of the Companies Act, 2013 (“the Act”)
The following Explanatory Statement sets out all the material facts relating to the special business mentioned in the accompanying notice dated March 18, 2026.
The members of the Company at their 28[th] AGM held on August 8, 2024 had approved the remuneration of Mr. Sudhir Vithal Mungase. Mr. Mungase, Wholetime Director and Promoter of the Company, has been closely associated with the Company since its inception and has played a pivotal role in its growth and development over the years. His leadership, strategic vision, and hands-on involvement have significantly contributed to strengthening the Company’s operations and positioning it at its current level of performance and market standing.
Mr. Mungase has been actively involved in shaping the Company’s growth trajectory, from conceptualization to execution of key initiatives. His continuous efforts in streamlining operations, identifying new business opportunities, and ensuring effective implementation of projects have been instrumental in the Company’s sustained progress.
At present, the Company is witnessing accelerated growth with multiple opportunities and promising future prospects. Mr. Mungase is deeply involved in managing and overseeing these developments end-to-end. Notably, he has played a crucial role in the successful execution of the new Sierra project, which, while challenging, holds significant potential and rewards for the Company. Additionally, the establishment and operationalization of the new Mahindra facility at the Pune plant have opened further avenues for growth, and Mr. Mungase’s dedicated efforts have ensured that these initiatives progress smoothly and successfully.
In view of his consistent contribution, expanded responsibilities, increased involvement in strategic and operational activities, and his continued commitment towards the Company’s growth and longterm objectives, it is considered appropriate and justified to revise and increase the remuneration of Mr. Mungase.
Taking into consideration the increased business activities of the Company coupled with higher responsibilities cast on Mr. Mungase, the Nomination and Remuneration Committee of the Company vide resolution passed by circulation on March 10, 2026 recommended the revision in remuneration payable to Mr. Sudhir Vithal Mungase. Based on such recommendation, the Board of Directors at its meeting held on March 18, 2026, in accordance with the provisions of Section 197 read with Schedule V of the Companies Act, 2013, approved the proposal for revision in remuneration and payment of salary to Mr. Mungase, Whole-time Director, with effect from March 1, 2026 for the remaining period of his tenure as Whole-time Director, subject to the approval of the shareholders of the Company, as set out in the resolution being Item No. 1 of the accompanying Notice.
Except for the aforesaid revision in salary, all other terms and conditions of his appointment as Whole Time Director of the Company as approved by the members of the Company in their Annual General Meeting held on September 29, 2021 shall remain unchanged. Considering Mr. Mungase’s experience in the industry the terms of his remuneration are considered to be fair, just and reasonable and are commended for your approval.
This Explanatory Statement may also be read and treated as disclosure in compliance with the requirements of Section 190 of the Companies Act, 2013. Information as required under Schedule V Part II Section II (B) (iv) of the Companies Act, 2013 and other details are given below at Item no. 1. Accordingly, Special Resolution is submitted to the meeting for the consideration and approval of Members. None of the Directors, Key Managerial Personnel and their relatives, except Mr. Sudhir
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Vithal Mungase and his relative Mr. Shivaji Tukaram Akhade (Managing Director) and Ms. Aishwarya Akhade (Whole-time Director), are in any way, concerned or interested in the said resolution.
The Board commends the Special Resolution set out at Item No.1 of the accompanying Notice for the approval by the Members.
By order of the Board of Directors For Autoline Industries Limited
Sd/Pranvesh Tripathi Company Secretary & Compliance Officer ACS No. 16724
Date: March 18, 2026
Place: Pune
Registered Office: Survey Nos. 313, 314, 320 to 323, Nanekarwadi, Chakan Khed Pune 410501 Tele No: +91 2135 635865/6
E-mail: [email protected] Website: www.autolineind.com
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Information as required under Schedule V, Part II, Section II(B)(iv)
| Sr. No. |
Particulars | Information | Information | |
|---|---|---|---|---|
| I | General Information | |||
| 1 | Nature of Industry | Automobile Industry (Auto ancillary) | ||
| 2 | Date of commencement of commercial production |
Immediately after the incorporation as Private Limited Company on December 16, 1996. |
||
| 3 | In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus |
Not Applicable | ||
| 4 | Financial performance based on given indicators |
As per the audited annual accounts as on March 31, 2025: (Standalone) Particulars Amount INR (in Lakhs) Revenue from Operations 65,692.71 PAT 1,904.48 |
||
| Particulars | Amount INR (in Lakhs) |
|||
| Revenue from Operations | 65,692.71 | |||
| PAT | 1,904.48 | |||
| 5 | Foreign investments or collaborations, if any. |
Foreign Investments in the Company as on March 31, 2025 are as under: Foreign Nationals – holding 10,763 equity shares – 0.02% of the total paid up capital of the Company. NRIs - holding 19,99,497 equity shares – 4.63% of the total paid up capital of the Company. |
||
| II. | Information about the Directors: | Mr. Sudhir Vithal Mungase | ||
| 1 | Background details | Mr. Sudhir Vithal Mungase aged 49 years having 27 years of experience, is Co - founder and one of the Promoters & Whole-time Director of the Company since inception. He was appointed first time on December 16, 1996 in the company and re-appointed as Whole-time Director w.e.f. October 1, 2021. He is undergraduate by qualification. |
||
| 2 | Past remuneration | Rs. 30,00,000/- per Annum plus perquisites. | ||
| 3 | Recognition or awards | Nil | ||
| 4 | Job profile and his/her suitability | Mr. Sudhir Vithal Mungase is the Whole-time Director. Associated with manufacturing and maintenance operations in the Company since inception. He has acquired expertise in Sheet Metal and Allied Operations. He oversees theproduction and |
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| maintenance functions. | ||
|---|---|---|
| 5 | Remuneration proposed | INR 61,48,488/- CTC per annum. In addition to above remuneration, the Board of Directors is authorized to pay additional remuneration by way of salary, perquisite, commission and any other allowances within an overall ceiling limit as may prescribed under the Companies Act, 2013 |
| 6 | Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin) |
Taking into consideration the size of the company and its subsidiaries companies, the profile of the Directors, the responsibilities shouldered by him, the remuneration proposed to be paid is commensurate with the remuneration packages paid to their similar level counterparts in other companies. |
| 7 | Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any |
Promoter, Shareholder and holding 43,23,431 equity shares - 10.01 % of total paid up capital of the Company as on March 31, 2025. Relationship with Managerial personnel- Mr. Sudhir Vithal Mungase is brother-in-law of Mr. Shivaji Tukaram Akhade and Uncle of Ms. Aishwarya Akhade. |
| III. | Other information: | |
| 1 | Reasons of loss or inadequate profits |
The Company has inadequate profits during FY 2024- 25. The Company is predominantly in Automotive Sector and the products which are being produced by the Company are exclusively for industrial use and as such there is no independent consumer market of its final products. It completely depends on the performance of its vendor i.e. Original Equipment Manufacturers (OEMs) |
| 2 | Steps taken or proposed to be taken for improvement |
In order to improve profitability on sustainable basis, the Company is taking/considering following major steps: a) Cost saving and improving substantial operational efficiency by consolidating existing manufacturing facilities. b) Improving financial positions of the Company through debt reduction and other corporate actions. c) Diversifying the customer base. d) Business arrangement or re-organization such as diversification from Automotive to Non- Automotive sectors, set up of joint venture, takeover, merger etc. e) Disposal of investment and surplus assets generated as a result of consolidation ofplants. |
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| f) Focus on international market through greater geographical penetration, as overall margins in exports are better than domestic market. |
||
|---|---|---|
| 3 | Expected increase in productivity and profits in measurable terms |
Considering the steps taken by the company which resulted in turnaround the Company in previous couple of years and the steps proposed to be taken and looking at the growing markets and attractive investment sector, growth in other manufacturing & service sectors, the Company is hopeful to earn the adequate profits in the years to come. Further, it has been expected that the Company will have the estimated increment of 10 -15 % in their Annual Turnover in the upcoming Financial Year. |
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