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W16294

AMTEK AUTO LTD.: FROM ACQUISITIONS TO A FINANCIAL CRISIS1

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Gaurav Singh Chauhan and Gunjan Tomer wrote this case solely to provide material for class discussion. The authors do not intend
to illustrate either effective or ineffective handling of a managerial situation. The authors may have disguised certain names and other
identifying information to protect confidentiality.

This publication may not be transmitted, photocopied, digitized, or otherwise reproduced in any form or by any means without the

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University, London, Ontario, Canada, N6G 0N1; (t) 519.661.3208; (e) cases@ivey.ca; www.iveycases.com.

Copyright © 2016, Richard Ivey School of Business Foundation Version: 2016-05-24

On August 20, 2015, following heavy volumes of trade, shares in Amtek Auto Ltd. (Amtek), plunged 43
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per cent resulting in an unprecedented loss that had not been felt in at least two decades.2 Amtek was a large
integrated auto components manufacturer based in New Delhi, supplying auto parts to key automotive
players in India and abroad. The steep decline in its share price highlighted liquidity concerns after
continued weakening of profitability along with increasing debt burden. Interest expenses had doubled over
the last two quarters due to an extensive debt-led acquisition drive pursued by Amtek for growth in the
current fiscal year (FY2015).3 In addition to growing concerns about Amtek’s ability to service its interest
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payments, investors were getting anxious about Amtek possibly defaulting on its debt repayment that
amounted to more than ₹8 billion4 due in September and October 2015. Amidst the ongoing financial
uncertainty, investors not only needed to reflect on the causes of this distress, but also the possible ways in
which Amtek could regain its strength.

The decline in share price continued on the fourth consecutive day of trading following Amtek’s release of
its financial results for its third quarter that ended in June 2015. The announcement was made on August
14, 2015, and a week later, shareholders had lost more than 68 per cent of their wealth since the start of the
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fiscal year in October 2014. Apart from deteriorating financial health, the share price decline was also
backed by the exclusion of Amtek stocks from the derivative segments of the National Stock Exchange
(NSE) and the Bombay Stock Exchange (BSE), effective October 30, 2015. This followed the suspension
of Amtek’s debt ratings by India’s Credit Analysis and Research Ltd. (CARE), due to inadequate
information.5

Faced with slow growth in the auto ancillary sector, Amtek’s performance was even worse than the industry
as a whole had been for the last two quarters. While aggregate financial results for the industry for the
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quarter ending June 2015 showed a year-on-year (YoY) modest increase in sales of 1.85 per cent, and a
decline in operating income of 15.61 per cent, the corresponding figures for Amtek showed a decline of
more than 18 per cent and 87 per cent respectively. Similarly, while the industry’s average interest coverage
ratio declined from 3.27 to 1.89 YoY for the quarter, it was still reasonably sufficient for servicing debt.
However, the same ratio for Amtek declined greatly, from 2.14 to a mere 0.13, indicating a serious cash
flow crunch to service its debt.6

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THE AUTO ANCILLARY INDUSTRY

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The Indian auto parts industry was one of the fastest growing industries in India, deriving its prime demand
from the automobile sector. The industry contributed about 2 per cent to India’s gross domestic product
with a total turnover of ₹2.4 trillion in FY2015. While domestic production increased by 8 per cent in
FY2015, the industry had grown at a compound annual growth rate (CAGR) of around 12 per cent over the

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last five years (see Exhibit 1). India’s geographical location was inherently desirable for trade with key
automotive markets in Europe, the Middle East, and Southeast Asia. India offered a low-cost advantage,
measuring 10 to 25 per cent in production costs when compared to similar costs in Europe and the United
States. The country also offered a large pool of skilled labour and access to raw material, such as steel, for
the manufacturing of auto components.7

The industry mainly consisted of small- and medium-sized enterprises that were classified into organized and

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unorganized sectors. Although the industry was flooded with about 5,800 smaller, unorganized businesses, more
than 700 relatively larger, organized players were the major contributors to the industry’s total revenues. 8
According to the Credit Rating Information Services of India Limited (CRISIL), the top five major domestic
groups in the auto ancillary industry contributed about half of the organized sector’s total revenues in FY2014.
Multinational firms in India contributed about 14 per cent of that total (see Exhibit 2).

Production of auto components in India mainly catered to three different end-user markets: original
equipment manufacturers (OEMs), exports, and the replacement market (see Exhibit 1). While large
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companies mainly catered to OEMs in India and the overseas market by producing high-value precision
instruments, the unorganized or smaller players mainly produced lower-value products for the replacement
market. In FY2015, OEM sales accounted for nearly two-thirds of the total domestic auto ancillary
consumption in India, followed by exports (18 per cent), and replacement markets (16 per cent). Further,
among OEMs, the car and utility vehicle segment was the largest consumer (54 per cent) of automotive
components, followed by motorcycles or two-wheelers (26 per cent), and commercial vehicles (13 per cent).
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Indian auto component manufacturers produced a complete range of products demanded by global vehicle
manufacturers. In FY2014, engine parts contributed 31 per cent to the total output (value) of auto
components manufactured in India, followed by drive transmission and steering parts (19 per cent),
suspension and braking parts (12 per cent), body and chassis (12 per cent), electrical equipment (9 per cent),
and other equipment (17 per cent).9
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Lower manufacturing costs, consistent improvement in quality, technology and infrastructure, and a large
domestic market enabled India to emerge as a global hub for manufacturing compact cars for international
automakers such as Ford, Volkswagen, Renault, and Nissan. Over the years, international auto component
manufacturers had set up production units near OEMs’ manufacturing facilities in India. Increasingly, this
helped to source auto components for these manufacturers’ overseas sales. However, even though the export
scenario seemed bright, India contributed only 1 per cent to global auto component exports in FY2015. On
the export front, India faced stiff competition from countries such as China and Thailand, where the cost
advantage ranged from 20 per cent for low-value products (such as plastic components, springs, and fasteners),
to 50 per cent in high-value precision component markets (such as pistons and other engine components).10
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Despite the low participation of Indian firms in global exports, the share of exports in domestic production
consistently increased from 8 per cent in 1999–2000, to over 18 per cent in FY2015. 11 Primary export
destinations for the components manufactured in India were Europe (37 per cent), Asia (25 per cent), and North
America (23 per cent). The United States topped the list by single-handedly consuming 22 per cent of these
exports in FY2015. However, due to the cost competitiveness of other low-cost manufacturing countries, India

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consistently remained a net importer of auto components. The share of imports as a portion of total domestic

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consumption increased steadily from 17 per cent in FY2002/03, to 25 per cent in FY2015, mainly because of an
increased demand in the replacement market. Countries importing to India included China (24 per cent),
Germany (15 per cent), Japan (12 per cent), South Korea (11 per cent), and Taiwan (8 per cent).12

In recent years, India had worked towards providing businesses with opportunities that could assist in growing

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its competitiveness both at home and abroad. With the newly elected government’s “Made in India” campaign
introduced in May 2014, foreign direct investment limits in the defence, railways, and aerospace sectors had
increased substantially by 49 per cent, 100 per cent, and 100 per cent respectively. This would allow for more
extensive participation in these sectors on the part of component and equipment manufacturers. Sensing an
opportunity, auto ancillary units had increasingly extended their operations into these non-auto segments.
Such diversification by key component manufacturers was expected to mitigate the business cycle risk. With
policies encouraging consistent reduction in current account deficits (such as the defence offset policy to set

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local purchasing norms for OEMs), domestic production was expected to replace foreign sourcing of critical
equipment for these sectors in the near future.

Specific macroeconomic developments during FY2014 and FY2015 in India, had a major impact on growth
in the auto component sector. The sluggish demand for new automobiles, particularly commercial vehicles
(with a CAGR of -2 per cent), affected the growth of OEM component suppliers. However, the overall
increase in the average life span of vehicles, and their overall increase in numbers, had triggered demand for
the replacement market (see Exhibit 1), specifically for products with shorter shelf lives, such as batteries,
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tires, and lubricants.13 In addition, raw material prices had plunged following a global drop in crude oil prices
in FY2015. The benefit of low production costs, along with lower price elasticity in the replacement market,
could improve the operating margins of the industry in the near future. However, the devaluation of the
Chinese yuan in the first half of FY2016, would make exports from China more competitive, and hence, posed
a serious threat to the balance of trade in India’s auto component industry.14
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India’s auto component industry was expected to get a further boost with the implementation of a proposed
uniform tax in the form of a Goods and Services Tax (GST). Commerce in India suffered from inconsistent
taxation across states for different commodities. Further, there were multiple regulators for businesses in
several industries. The GST was expected to end a lot of divergent tax regimes and multiple taxes. On the
international trade front, the lifting of sanctions on Iran, due to a negotiated nuclear deal with western countries
effective in late 2015, would likely help auto component manufacturers in India to consolidate their positions,
because Iran accounted for billions of dollars of trade prior to these international sanctions. 15
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The net sales for the industry as a whole grew at a CAGR of nearly 11 per cent for the period between FY2010
and FY2015. The pre-tax margin averaged 8.25 per cent in the same period, but profitability, measured as return
on asset and equity, averaged 6.47 per cent and 14.49 per cent respectively (see Exhibit 3).

THE FIRM

Amtek Auto Limited was a large integrated auto component manufacturer headquartered in New Delhi,
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with 63 manufacturing facilities (including subsidiaries and joint ventures) across the globe. The firm was
a part of Amtek Group and classified among the top five business groups in the auto component industry
in India.16 The firm was founded by Arvind Dham with the name of A. M. Metal Cast Limited in 1985.
Over time, Amtek developed its forging, casting, and machining facilities to manufacture a diverse range
of auto components catering to leading domestic and international OEMs and Tier 1 suppliers, which
indirectly supplied components to those OEMs. The OEMs belonged to diverse market segments that

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included passenger vehicles, light and heavy vehicles, and motorized two- and three-wheelers. While

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growing from a modest revenue base to total consolidated revenues of ₹154 billion for FY2014, the Amtek
Group had developed indigenous end-to-end capabilities to control the entire manufacturing process for
many critical and precision components.17

Amtek had a strong customer base and had developed new products in close consultation with customers

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to suit their exact requirements. Key clients for Amtek included renowned automakers such as BMW,
BorgWarner, Caterpillar, Cummins, Daimler, Fiat, Ford, GM, Hero, Honda, Maruti Suzuki, Tata-JLR, and
Volkswagen. Most of the manufacturing facilities were located in close proximity to their clients in order
to reduce operating costs, interact closely with clients, and deliver the required products efficiently. Amtek
believed that close relationships with their clients would help put the company in a competitive position to
continually secure orders. Given its integrated capabilities across multiple processes, maneuvrability in
terms of size and weight of components, and concerns for quality, scale, and pricing, Amtek was a preferred
supplier for many of its clients.18

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Amtek strategically located its corporate offices in Frankfurt and Singapore, sales offices in South Korea
and Japan, and two distribution centres in Europe and America. In 2002, Amtek started adding significantly
to its capacity through strategic acquisitions with the intention of developing an enriched product portfolio,
sharing of state-of-the-art technical know-how, and geographical reach (see Exhibit 4). In addition to those
in India, manufacturing facilities (including joint ventures) were located in Brazil, Germany, Hungary,
Italy, Japan, Mexico, Romania, Thailand, the United Kingdom, and the United States, and employed nearly
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10,000 workers in its manufacturing units in FY2014.19

As of June 2015, the company’s global operations contributed nearly half of the consolidated revenues to
Amtek Group (see Exhibit 5). Acquisitions claimed to provide Amtek with best-in-class technology and a
rich and diversified customer base. The diverse product offerings allowed Amtek to address fluctuating
customer demands and inherent cyclicality in different market segments. The diversity in acquisitions also
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helped to incorporate learnings from these manufacturing bases and increase cross-selling opportunities by
broadening the product offerings at these locations.20

Apart from acquisitions in auto component manufacturing and supplies, Amtek also expanded its base in
order to achieve a leading edge and a growing market share in non-auto market segments of tractors,
stationary engines, locomotives, and construction and earth-moving vehicles. In the year 2013, Amtek also
began to manufacture high-precision, critical components for major energy companies in the oil and gas
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sector and started receiving orders from Indian railways for wagon component manufacturing. 21 The non-
auto component segment contributed a share of 19.10 per cent of its total revenues in the first three quarters
of FY2015 (see Exhibit 5).

The Amtek group, as a whole, consisted of six domestic and six overseas subsidiaries. Three of the domestic
subsidiaries were publicly listed companies as of September 2014. These were Amtek India Ltd., (later
known as Castex Technologies Ltd.,), Ahmednagar Forgings Ltd., (later known as Metalyst Forgings Ltd.,),
and JMT Auto Ltd. In order to strengthen overseas operations, all of the overseas subsidiaries had been
managed under the umbrella of the wholly-owned, Singapore-based subsidiary Amtek Global Technologies
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Pte Ltd. after December 2014 (see Exhibit 6).22

As of September 2014, Amtek had an installed capacity of 320 million machined or sub-assembled components,
roughly one million tonnes of forging, and 401,000 tonnes of casting per annum. However, the overall utilization
rate in value terms, as per management’s estimate, was only 54.9 per cent. Given the fierce low-cost advantage
of the emerging players from China and Thailand, Amtek began focusing on continuous improvements in its

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operations and processes. It had adopted the lean six sigma practice for all of its manufacturing facilities, with

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the intention of value creation through waste elimination and quality improvement.23

FINANCIAL PERFORMANCE

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In September 2014, Amtek epitomized sustained growth in revenues and operating profitability. Its gross
revenues grew at an outstanding CAGR of 32.60 per cent from ₹12.77 billion in 2010 to ₹39.51 billion in
2014. Amtek enjoyed healthy operating and net profit margins. Operating and pre-tax income grew at a
CAGR of 47.79 per cent and 51.48 per cent respectively during this period. The firm paid a dividend per
share of ₹0.50 between FY2012 and FY2014. Amtek’s operating performance was far better than that of a
typical firm in the industry during this period (see Exhibits 7 and 8).

Amtek started its operations on October 3, 1985, by issuing 70 shares at a price and face value of ₹10. A total of

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770,500 shares were subsequently issued on December 28, 1988, through the only public issue of equity, again
at a price and a face value of ₹10. Its stocks were listed on the BSE. Amtek did a series of preferential allotments
of equity shares until 2004, when it issued equity in the international markets for the first time through Global
Depository Receipts (GDRs). During this issue, the face value of its shares was reduced to ₹2. A total of 18.82
million equity shares were issued at a price of ₹165 through these GDRs. In 2005, stocks were also listed on the
National Stock Exchange (NSE) of India. Subsequent to the issue of ₹5.30 billion of equity through preferential
allotment in FY2011, Amtek did not issue any equity until June 2015.24
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Amtek availed itself of the cheaper cost of funds in international capital markets by consistently issuing
foreign currency convertible bonds (FCCBs) starting in 2000. Equity holding was diluted periodically upon
the conversion of these FCCBs, starting in March 2005. As of September 2014, the outstanding FCCBs
amounted to approximately US$200 million (₹12.18 billion), all of which was scheduled to mature in 2017.
As of September 30, 2014, the share price for Amtek’s stock was ₹200.20.25 The promoter holding in the
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company was close to 50 per cent as of June 2015 (see Exhibit 9). In November 2014, Amtek’s stock was
included in the derivative segment at the NSE, allowing its trade in the futures and options market.26

Despite a profitable first quarter Amtek’s financial woes began in FY2015 when revenues stalled in the second
quarter ending March 2015. Although revenues and operating income growth declined for the industry as a
whole on account of weak global conditions, the effect was especially notable for Amtek. On a YoY basis,
quarterly revenues of the stand-alone firm dropped by 4 per cent to ₹9.55 billion in March 2015, compared to
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₹9.95 billion in March 2014. More importantly, the operating income declined by 42 per cent YoY for this
quarter. The trend was further aggravated by the decline in revenues and operating income by 18.61 per cent,
and 87.51 per cent on a YoY basis in the third quarter ending June 2015 (see Exhibit 10). 27

Although the company rarely used equity, Amtek had used considerable debt over time to fund its
operations. Regarding leverage at Amtek, it did not quite conform to the typical leverage norms in the
industry. The debt-to-equity ratio, which was only 0.72 for the industry, was 1.24 for Amtek for FY2014
(see Exhibit 3 and 7). Interest expenses had grown at a whopping CAGR of 44.54 per cent during the period
between FY2010 and FY2014. Consequently, this had an adverse impact on Amtek’s interest coverage ratio
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when compared to the industry. At a group level, the outstanding debt amounted to more than ₹200 billion
as of June 2015.28

The acquisitions made by Amtek since 2012 were primarily debt-led, causing deterioration in interest
coverage over time. The company’s already fragile operating performance was further aggravated by higher
interest expenses in FY2015. Perhaps most disturbing was that for the first time in at least a decade, Amtek

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reported a net loss of ₹1.58 billion for the quarter that ended in June 2015 (see Exhibit 10). In addition,

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Amtek’s operating performance was worse than the industry average for the first three quarters of FY2015
(see Exhibit 11). On a consolidated basis, for the nine months ending June 2015, the revenues contributed
by the Amtek group’s Indian and international operations were ₹61.22 billion, and ₹56.63 billion,
respectively. The respective earnings before interest, taxes, depreciation, and amortization (EBITDA) for
the two regions, were ₹15.91 billion and ₹5.07 billion.29

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Disregarding the inherent operating weaknesses of the firm, John Flintham, Amtek’s chief executive
officer, attributed the dismal financial performance in the second and third quarters to weak global
economic growth, non-achievement of the desired results from the non-automotive component markets,
and poor off-take in rural demand.30 In his own words:

In the Indian passenger car segment, sales growth continues to be on a downtrend over the last eight

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months, due largely to challenges in the rural economy. Although the medium and heavy
commercial vehicle sales are slowly picking up, light commercial vehicles (LCV) sales continue to
decline. A lower than expected rise in rural incomes has also impacted the two wheeler segment,
which registered a sales growth of only 0.6 per cent YoY during the quarter. In addition, the
performance of our non-auto business reflects the slow down across the agriculture, tractor,
railways, and infrastructure industries.31

Looking concerned about excessive leverage following the release of quarterly results for the first quarter
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ending December 2014, management announced its focus on debt reduction initiatives, such as debt
repayment through cash realization from a reduction of its stake in some of its subsidiaries.32 However, in
practice, Amtek continued with its acquisition drive in FY2015 and purchased Asahi Tec Corporation in
Japan, as well as German-based REGE Holdings GmbH, in June and July 2015 respectively. Amtek further
announced the acquisition of Volvo-AB Car Components of Sweden in July 2015 (see Exhibit 4).
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In order to finance acquisitions, Amtek continued to issue more debt, even in the financially difficult second
and third quarters of FY2015. Amtek issued a total of ₹29.52 billion of fresh debt up to the third quarter of
FY2015. The continued increase in debt led to the sharp increase in interest expenses, which approximately
doubled in just the two preceding quarters (see Exhibit 12).

THE ROAD TO RECOVERY


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Amtek’s announcement of its dismal operating performance, along with the steep rise in interest expenses,
came on August 14, 2015, spreading panic in the stock markets over the next few days. A week earlier,
credit rating agency CARE had suspended Amtek’s debt ratings due to insufficient information provided
by the firm. Interestingly, Amtek enjoyed a strong AA credit rating on its long-term borrowing, and A1+
for its short-term borrowing, and stayed that way until April 2015. The following month, CARE
downgraded the long-term debt by one step to AA-, while retaining the rating on Amtek’s short-term debt.
These ratings remained in place until they were suddenly suspended in August 2015.33
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The anxiety of investors worsened, as reflected by the sharp decline in stock prices, when it was announced
that Amtek’s stock would be delisted from the derivative segments of stock exchanges effective October
30, 2015. 34 Following the announcement, the stock price plunged by 29 per cent, and 21 per cent on
consecutive days, backed by tremendous volumes to close at ₹63.55 on August 20, 2015. Since October
2014, investors had lost close to ₹30 billion (see Exhibit 13).

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Amidst the turbulence in the stock markets, Amtek’s ability to repay its outstanding debts remained

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uncertain. Amtek’s debts included ₹8 billion in non-convertible debentures due on September 20, 2015,
₹400 million due on October 16, and and ₹500 million due on November 4, 2015. The non-convertible
debenture was a privately-placed issue with about 80 investors, including Axis Bank, Syndicate Bank,
Karur Vysya Bank, Corporation Bank, and some pension funds.35 In August 2015, while addressing the
media, Gautam Malhotra, Amtek’s managing director, confirmed that Amtek was working on its debt

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reduction program and planned to reduce its existing debt by about ₹15–20 billion over the next two years.
He stated that promoters had recently injected ₹750 million into the company’s coffers and would be
infusing another ₹750 million in the next two months.36

Although management remained optimistic about a recovery in the industry, investors needed to closely
monitor the mounting liquidity issues at Amtek which could lead to a possible default. It remained to be
seen how Amtek would generate the required cash to remain solvent and subsequently to grow. Could

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Amtek refinance its debt by issuing fresh debt or equity, or could the sale of its asset avoid potential
bankruptcy? In the long run, unless Amtek could align its business risk with its financial risk, the road to a
wholesome recovery would prove difficult.
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No
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EXHIBIT 1: AUTO ANCILLARY INDUSTRY IN INDIA

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2012–13 2013–14 2014–15
YoY YoY YoY CAGR
Size Size Size
Growth Growth Growth (2010–
(₹ billion) (₹ billion) (₹ billion)
(%) (%) (%) 2015)
Domestic Production

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(A) OEM 1,506.00 2 1,440.00 -4 1,551.00 8 11
(B) Replacement 357.00 7 373.00 4 403.00 8 6
(C) Exports 345.00 3 400.00 16 446.00 12 23
Total Domestic 2,208.00 3 2,213.00 0 2,400.00 8 12
Production A + B + C
(D) Imports 567.00 12 581.00 3 627.00 8 17
Total Domestic 2,430.00 5 2,394.00 -1 2,581.00 8 12
Consumption A + B + D

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Source: “Auto Component Manufacturers to Benefit from Improved OEM Demand,” CRISIL Industry Research on Auto
Component Industry, July 31, 2015, accessed July 31, 2015.

EXHIBIT 2: RELATIVE MARKET SHARE OF ORGANIZED PLAYERS IN INDIA

Market
Group Share (%)
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Samvardhana Motherson Group 25
MNCs 14
Amtek Group 13
Private (Indian) 8
TVS Iyengar Group 7
Kalyani (Bharat Forge) Group 6
Tata Group 4
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Hero (Munjals) Group 4


Minda S.L. Group 3
JBM Group 2
Anand D.C. Group 2
Rico Auto Inds. Group 2
Sona Group 2
Others 8
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Note: The above data pertains to 2013-14 for the sample set of 114 companies.
Source: “Large Domestic Promoter Groups Contribute 35 Per Cent of Organised Production,” CRISIL Industry Research on
the Auto Component Industry, April 21, 2015, accessed on April 21, 2015.
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EXHIBIT 3: AUTO ANCILLARY INDUSTRY FINANCIAL YEAR — AGGREGATED RATIOS

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Description 2015 2014 2013 2012 2011 2010
Margin Ratios
EBITDA Margin (%) 14.60 14.07 13.54 13.87 13.82 14.53
EBIT Margin (%) 10.67 10.27 9.63 10.41 10.34 11.84
Pre Tax Margin (%) 8.15 7.78 7.36 8.29 8.35 9.59

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Performance Ratios
ROA (%) 5.84 5.56 5.88 7.32 7.06 7.19
ROE (%) 13.40 12.64 12.86 15.90 15.86 16.28
Asset Turnover(x) 1.01 0.97 1.10 1.21 1.17 1.01
Sales/Fixed Asset(x) 1.51 1.51 1.74 1.90 1.84 1.57
Working Capital/Sales(x) 13.37 9.52 9.65 7.53 7.37 4.03
Efficiency Ratios
Fixed Capital/Sales(x) 0.66 0.66 0.57 0.53 0.54 0.64

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Receivable days 44.96 48.32 47.37 43.39 41.65 48.35
Inventory Days 39.72 41.48 40.86 38.63 37.22 41.54
Payable days 46.35 50.46 51.44 50.85 50.48 55.22
Growth Ratio
Net Sales Growth (%) 17.00 2.30 3.33 20.44 36.75 10.13
Core EBITDA Growth (%) 20.69 5.92 1.57 21.01 31.47 8.02
EBIT Growth (%) 20.88 8.73 -3.71 21.30 20.71 24.60
PAT Growth (%) 17.48 9.06 20.76 17.54 34.79
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-8.28
Financial Stability
Ratios
Total Debt/Equity (%) 0.73 0.72 0.64 0.61 0.63 0.68
Interest Cover(x) 4.22 4.13 4.26 4.92 5.20 5.27

Company Count 69 69 69 69 69 69
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Note: Earnings Before Interest and Tax (EBIT), Return on Assets (ROA), Return on Equity (ROE), and Profit After Tax (PAT).
Source: Auto Ancillary Industry Ratios, ACE Equity Database, Accord Fintech Pvt Ltd, accessed October 12, 2015.
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EXHIBIT 4: ACQUISITIONS MADE BY AMTEK AUTO LTD.

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Announcement
Effective Date Target Country Remarks
Date
Acquired auto components plant of
Volvo AB-
Sweden Volvo AB, a Gothenburg-based
July 2, 2015 July 2, 2015* Cars’ Auto
manufacturer of motor vehicle

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Components
bodies.
Acquired REGE Holding GmbH, a
REGE Hoerselberg-based manufacturer of
May 22, 2015 July 24, 2015 Holding Germany engine parts, from EquiVest GmbH
GmbH & Co Beteiligungs KG, ultimately
owned by CBR Management GmbH.
Acquired Asahi Tec Corp, a
Kikugawa, Shizuoka-based
manufacturer of iron and aluminum

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castings, and a unit of Unison
Capital Inc. The business belongs to
Asahi Tec Asahi Tec Metals Co Ltd., Techno-
April 28, 2015 June 1, 2015 Japan
Corporation Metal Co Ltd., Hefei Asahi Tec
Metals Industries Trading Co Ltd., of
China, Asahi Tec Metals (Thailand)
Co Ltd. of Thailand, and Dongling
Asahi Tec Metals Industries Co Ltd.
of China.
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Acquired Scholz Edelstahl GmbH
Scholz (SES), an Essingen-based
July 17, 2014 September 30, 2014 Edelstahl Germany manufacturer of steel, from Scholz
GmbH Holding GmbH (Scholz) and Franz
Fuchs.
Acquired the bankrupt Kaiser GmbH,
an Aicha v. Wald-based
June 4, 2014 June 4, 2014 Kaiser GmbH Germany
tC

manufacturer of automotive
stampings.
Acquired majority interest in HJ
HJ Kuepper
Kuepper GmbH & Co KG, a Velbert-
December 24, 2013 March 14, 2014 GmbH & Co Germany
based manufacturer of automobile
KG
parts.
Amtek completed its tender offer to
raisincreaseits stake to 47.07% from
26.61 per cent. The company
No

purchased 3.742 million ordinary


shares in JMT Auto (JMT), a
June 27, 2013 October 4, 2013 JMT Auto Ltd India Jamshedpur-based manufacturer of
automobile components, for ₹149
(US$2.475) cash per share, or a
total value of ₹438.91 million
(US$7.292 million). Concurrently,
Amtek acquired a 26% stake in JMT.
Neumayer Acquired the bankrupt Neumayer
Tekfor Tekfor Holding GmbH (Tekfor), an
March 11, 2013 June 1, 2013 Germany
Do

Holding Offenburg-based manufacturer and


GmbH wholesaler of motor vehicle parts.
Acquired a 10 per cent stake in
Garima Garima Buildprop Pvt Ltd, a New
January 3, 2011 January 3, 2011 Buildprop Pvt India Delhi-based manufacturer of steel
Ltd products from Gateway Impex Pvt
Ltd.

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Page 11 9B16N012

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EXHIBIT 4 (CONTINUED)

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Announcement
Effective Date Target Country Remarks
Date
Triplex- Acquired Triplex-Ketlon Group, a
United
November 7, 2007 November 7, 2007 Ketlon manufacturer of automotive
Kingdom
Group components, for £19.063 million.

rP
Acquired the aluminium foundry of JL
JL French
United French Automotive Castings Inc. (JL),
June 5, 2007 June 5, 2007 Automotive
Kingdom a Sheboygan-based wholesaler of die
Castings Inc.
cast components.
Amtek Deutschland GmbH (AG), a
unit of Amtek Auto Ltd., of India
acquired a 70 per cent interest in
July 5, 2005 July 5, 2005 Zelter GmbH Germany
Zelter GmbH (ZG), a Hennef-based
manufacturer and wholesaler of motor

yo
vehicles.
Acquired all the outstanding stock of
Sigma Cast United
February 7, 2005 February 28, 2006 Sigma Cast Group Ltd., a Tipton-
Group Ltd Kingdom
based investment holding company.
Acquired GWK Group Ltd. (GG), a
Hertfordshire-based manufacturer of
motor vehicle parts, for an estimated
GWK Group United
October 30, 2003 December 31, 2003 all cash deal worth £22.182 million.
Limited Kingdom
op
The transaction included GG's
subsidiaries namely King Automotive
Systems Ltd and Geo W King Ltd.
Acquired Lloyds (Brierly Hill) Ltd., a
Lloyds United West Midlands-based manufacturer of
January1, 2003 January 1, 2003 (Brierly Kingdom motor vehicle parts, from Triplex
Hill)Ltd. Components Group Ltd., for £2.3
million.
tC

Acquired a 14.80per cent stake, worth


1.184 million ordinary sharesin
Ahmednagar Forgings Ltd. (AF), a
Ahmednagar steel forgings manufacturer, for
October 10, 2002 October 10, 2002 India
Forgings Ltd ₹34.50per share, or a total value of
₹40.841 million rupees, in a privately
negotiated transaction. Concurrently,
AA raised its stake to 65.52%.
Acquired an 89.66% interest in Indsil
No

Indsil Auto
Auto Components Ltd, a motor
April 23, 2002 April 23, 2002 Components India
vehicle and parts manufacturer, in a
Ltd
cash deal worth ₹27.6 million.

Note: * The acquisition was announced, but not yet in effect.


Source: “Amtek Auto Ltd.: Deal List,” Thomson Reuters, accessed September 25, 2015.
Do

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Page 12 9B16N012

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EXHIBIT 5: REVENUE BREAK-DOWN OF AMTEK AUTO LTD.

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By End Markets (%) By Geography (%)
Passenger Cars 59.90 India 51.50
Non-Auto 19.10 Germany 24.25
LCV/HCV 12.80 United Kingdom 8.29

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2/3 Wheelers 8.20 Italy 7.95
Japan 1.21
By Process (%) Hungary 0.53
Machining 49.90 Thailand 0.29
Forging 33.00 Brazil 2.67
Iron Casting 12.50 Mexico 0.39

yo
Aluminium Casting 4.60 United States 2.91

Note: Revenue split by geography based on first nine months of FY2015 numbers, Split by (end market and process) based
on year ending FY2014 numbers. Geographical breakdown based on management summation of revenues by manufacturing
site locations.
Source: “Investor Presentation August 2015,” Amtek Auto Ltd., accessed October 7, 2015, www.amtek.com/aal.php.
op
EXHIBIT 6: ORGANIZATION STRUCTURE FOR THE AMTEK GROUP
tC
No
Do

Source: “Investor Presentation September 2015,” Amtek Auto Limited, accessed December 17, 2015,
www.churchgatepartners.com/doc_download.aspx?public=1&document_id=5329; “Annual Report 2014,” Amtek Auto
Limited, accessed October 7, 2015, www.churchgatepartners.com/doc_download.aspx?public=1&document_id=4590.

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Page 13 9B16N012

EXHIBIT 7: INCOME STATEMENT OF AMTEK AUTO LTD. (IN ₹ MILLION)


Do
Stand-Alone Consolidated
Sep-14 Sep-13 Jun-12 Jun-11 Jun-10 Sep-14 Sep-13 Jun-12 Jun-11 Jun-10
Total Revenue 39,507 31,260 23,107 17,996 12,777 154,546 105,726 76,222 51,119 36,908
Total Cost of Revenue 23,352 19,859 14,767 11,877 8,395 92,953 66,505 48,901 32,999 23,097
Gross Profit 16,155 11,401 8,340 6,119 4,382 61,592 39,221 27,321 18,120 13,811
Depreciation/Amortization 3,290 2,837 2,118 1,860 1,666 9,831 7,466 5,144 3,500 3,102
Other Operating Expenses,
No
Total 4,344 1,992 1,693 1,179 930 29,630 15,235 7,347 5,096 4,733
Operating Income 8,521 6,572 4,529 3,080 1,786 22,132 16,520 14,830 9,524 5,976
Net Interest Expenses 4,282 2,749 1,849 2,931 981 10,158 7,479 5,073 4,769 2,052
Net Income Before Taxes 4,239 3,823 2,680 149 805 11,974 9,041 9,757 4,755 3,924
Other 482 1,894 1,419 1,182 1,201 1,570 -13 -15 -5 0
tC
Provision for Income Taxes 1,487 1,210 1,183 512 576 4,133 3,501 2,768 1,525 1,216
Minority Interest 0 0 0 0 0 -1,454 -1,507 -1,155 -631 -303
Equity in Affiliates 0 0 0 0 0 525 170 0 0 0
Net Income 3,234 4,507 2,916 819 1,430 8,482 4,190 5,819 2,594 2,405

Diluted Weighted Average


op
Shares 219 219 220 214 213 219 219 220 214 213
Common Dividends per
Share 1 1 1 1 1 1 1 1 1 1

Source: Amtek Auto Ltd., “Annual Financial Statements (Standardized),” Thomson Reuters Company Information, accessed October 10, 2015.

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os
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Page 14 9B16N012

EXHIBIT 8: BALANCE SHEET OF AMTEK AUTO LTD. (IN ₹ MILLION)


Do
Stand-Alone Consolidated
Sep-14 Sep-13 Jun-12 Jun-11 Jun-10 Sep-14 Sep-13 Jun-12 Jun-11 Jun-10
Assets
Cash and Short-Term Investments 2,454 6,810 2,820 8,277 6,256 11,006 19,037 12,170 13,896 8,247
Accounts Receivable 8,756 6,294 5,837 321 298 27,911 1,902 16,723 1,669 1,027
Notes and Other Receivables 2,594 1,547 8,127 4,048 3,114 8,135 24,415 16,975 26,960 16,068
Total Inventory 10,572 7,036 5,806 4,962 3,953 34,472 23,808 17,845 14,508 8,122
Prepaid Expenses 0 349 144 0 0 3,034 1,039 535 0 0
No
Other Current Assets 7 145 396 16,503 14,167 528 415 596 187 92
Total Current Assets 24,383 22,182 23,129 34,112 27,788 85,086 70,616 64,845 57,218 33,557
Net Property/Plant/Equipment 82,660 71,724 43,642 34,605 34,628 199,409 178,873 96,087 84,530 54,462
Long-Term Investments 16,656 17,595 11,252 11,063 7,456 8,038 6,865 56 506 2,814
Other Long-Term Assets 14,833 10,362 18,144 0 0 8,323 7,032 23,621 3,754 3,851
Total Assets 138,532 121,862 96,167 79,780 69,873 300,855 263,385 184,609 146,008 94,683
tC
Liabilities
Accounts Payable 1,617 1,035 1,893 712 647 10,492 9,998 3,487 3,693 2,433
Accrued Expenses 0 421 268 215 245 858 861 411 269 212
Notes Payable/Short Term Debt 11,529 6,960 7,650 0 0 36,883 30,976 17,333 0 0
Current Port. of LT Debt/Capital
op
Leases 0 7,249 5,068 0 0 24,934 10,936 6,884 0 0
Other Current liabilities 16,456 961 6,941 3,516 3,219 8,643 8,135 12,254 10,100 5,380
Total Current Liabilities 29,602 16,627 21,821 4,444 4,112 81,810 60,905 40,369 14,062 8,025
Total Long Term Debt 52,166 53,361 27,349 32,679 27,159 114,809 110,353 64,953 63,790 38,087
Deferred Income Tax 5,289 3,802 3,044 0 0 10,418 7,153 6,152 0 0

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Minority Interest 12,198 10,155 11,152 10,144 2,419
Other Liabilities, Total 139 94 120 0 0 3,488 4,320 226 0 0
yo
Total Liabilities 87,197 73,884 52,334 37,123 31,271 222,724 192,886 122,852 87,996 48,531
Common Stock, Total 441 437 441 466 403 441 437 441 466 403
Additional Paid-In Capital, Retained
Earnings and Other Equity 50,895 47,542 43,392 42,191 38,199 77,691 70,062 61,316 57,546 45,749
Total Shareholders’ Equity 51,336 47,978 43,833 42,657 38,602 78,131 70,499 61,757 58,012 46,152
Total Liabilities & Shareholders'
rP
Equity 138,532 121,862 96,167 79,780 69,873 300,855 263,385 184,609 146,008 94,683

Source: Amtek Auto Ltd., “Annual Financial Statements (Standardized),” Thomson Reuters Company Information, accessed October 10, 2015.
os
t

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Page 15 9B16N012

EXHIBIT 9: SHAREHOLDING PATTERN OF AMTEK AUTO LTD., AS OF JUNE 30, 2015

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Investors Holdings
Promoters (Indian) 48.98%
Mutual Funds 2.50%
Financial Institutions/Banks 4.10%
Foreign Institutional Investors 18.83%

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Individuals 7.16%
Others 18.43%
Total 100.00%

Source: Amtek Auto Ltd., “Shareholding Pattern Filed to Stock Exchanges,” accessed October 10, 2015,
www.churchgatepartners.com/doc_download.aspx?public=1&document_id=4945.

EXHIBIT 10: QUARTERLY RESULTS FOR AMTEK ON A STAND-ALONE BASIS FOR FY2015

yo
(IN ₹ MILLION)

Jun-15 Mar-15 Dec-14 Jun-14 Mar-14 Dec-13


Total Revenue 8,663 9,547 11,189 10,644 9,949 8,982
Total Operating Expenses
Excluding Depreciation 6,925 6,997 7,673 7,302 6,827 6,310
EBITDA 1,738 2,550 3,516 3,342 3,123 2,672
Depreciation/Amortization 1,432 1,217 1,159 886 804 695
op
Operating Income 307 1,333 2,357 2,456 2,318 1,978
Interest Expenses 2,365 1,717 1,280 1,147 1,101 859
Net Income Before Taxes -2,059 -384 1,077 1,308 1,217 1,118
Other -230 1,802 0 0 0 0
Provision for Income Taxes -713 120 369 448 368 338
Net Income -1,576 1,298 708 861 849 780
tC

Source: Amtek Auto Limited, “Unaudited Financial Results for the Quarter Ended 30th June, 2015,” accessed October
10, 2015, www.churchgatepartners.com/doc_download.aspx?public=1&document_id=4985.

EXHIBIT 11: FY2015 QUARTERLY RESULTS FOR INDIA’S AUTO ANCILLARY INDUSTRY
(IN ₹ MILLION)

Jun-15 Mar-15 Dec-14 Jun-14 Mar-14 Dec-13


No

Total Revenue 150,393 156,139 151,335 147,694 149,449 136,214


Total Operating Expenses
Excluding Depreciation 131,075 136,010 132,601 126,831 128,293 119,445
EBITDA 19,318 20,129 18,733 20,864 21,155 16,770
Depreciation/Amortization 7,422 8,067 7,681 6,766 6,550 6,533
Operating Income 11,897 12,062 11,052 14,098 14,605 10,237
Interest Expenses 6,282 5,189 4,700 4,307 4,576 3,861
Net Income Before Taxes 5,615 6,873 6,352 9,791 10,029 6,376
Other 2,920 3,401 3,697 2,380 2,412 3,050
Provision for Income Taxes 2,533 3,446 2,752 3,561 3,699 2,423
Net Income 6,002 6,828 7,298 8,609 8,743 7,003
Do

No. of Companies 89 89 89 89 89 89

Source: “Auto Ancillary Industry to Witness Revival with Growth in Auto Sector,” Industry Analysis on Auto Ancillary
Industry, December 22, 2014, ACE Equity database, Accord Fintech Pvt Ltd., accessed October 10, 2015.

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Page 16 9B16N012

EXHIBIT 12: FRESH DEBT RAISED BY AMTEK IN FY2015

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Amount Issuing

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Date Debt Type (In ₹ million) Currency
November 10, 2014 Term Loan 17,963.83 EUR
December 21, 2014 Term Loan 4,000.00 INR
January 2, 2015 Secured Bond 3,000.00 INR
January 21, 2015 Secured Bond 660.00 INR
January 30, 2015 Secured Bond 350.00 INR

rP
April 7, 2015 Secured Bond 500.00 INR
April 23, 2015 Secured Bond 550.00 INR
April 23, 2015 Term Loan 2,500.00 INR
Total 29,523.83

Source: “Amtek Auto Ltd.: Debt Structure Report, Thomson Reuters, accessed September 157, 2015.

EXHIBIT 13: STOCK MOVEMENT OF AMTEK (IN ₹) VERSUS NIFTY-50

yo
9,500.00 250.00

9,000.00
200.00
8,500.00
150.00
8,000.00
op
100.00
7,500.00

7,000.00 50.00
tC

NIFTY Amtek

Source: “Historical Data on Indices and Equity Securities,” National Stock Exchange, accessed October 10, 2015.
No
Do

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Page 17 9B16N012

ENDNOTES

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1
This case has been written on the basis of published sources only. Consequently, the interpretation and perspectives

os
presented in this case are not necessarily those of Amtek Auto Ltd. or any of their employees.
2
Ami Shah, Shally Seth Mohile, and Ravindra Sonavane, “Amtek Auto Crashes 28.37% in Fourth Day of Losses,”
Livemint, August 20, 2015, accessed October 7, 2015, www.livemint.com/Money/HM3ld76p9bRn49t0bgTzQN/Amtek-
Auto-crashes-43-in-fourth-day-of-losses.html.
3
Amtek followed a fiscal year cycle from October to September.
4
₹ = INR = Indian rupee; All currency amounts are in ₹ unless otherwise specified; US$1 = ₹65 on August 20, 2015.
5
Ami Shah, Shally Seth Mohile, and Ravindra Sonavane, op. cit.
6
Amtek Autho Limited, “Unaudited Financial Results for the Quarter Ended 30th June, 2015,” accessed October 10, 2015,

rP
www.churchgatepartners.com/doc_download.aspx?public=1&document_id=4985; Auto Ancillary Industry Quarterly
Results, ACE Equity database, Accord Fintech Pvt Ltd., accessed October 7, 2015.
7
“Annual Report 2014,” Amtek Auto Limited, accessed October 7, 2015, www.churchgatepartners.com/doc_download.
aspx?public=1&document_id=4590.
8
“Large Domestic Promoter Groups Contribute 35 Per Cent of Organized Production,” CRISIL Industry Research on Auto
Component Industry, April 21, 2015, accessed on April 21, 2015.
9
“ACMA Annual Report 2013–14,” Automotive Component Manufacturers Association of India (ACMA), accessed October
5, 2015, http://acma.in/pdf/ACMA_Annual_Report_2013-14.pdf.
10
“Rising Technical Competence, Low-Cost Sourcing by Global OEMs to Propel Exports,” CRISIL Industry Research on

yo
Auto Component Industry, July 31, 2015, accessed on July 31, 2015.
11
Ibid.
12
“ACMA Presentation,” Automotive Component Manufacturers Association of India (ACMA), accessed October 7, 2015,
http://acma.in/docmgr/ACMA_Presentation/ACMA_Presentation.pdf.
13
“Auto Ancillary Industry to Witness Revival with Growth in Auto Sector,” Industry Analysis on Auto Ancillary Industry,
December 22, 2014, ACE Equity database, Accord Fintech Pvt Ltd., accessed October 10, 2015.
14
“Indian Auto Component Industry to Perform Well in Coming Time,” Industry Analysis on Auto Ancillary Industry,
September 15, 2015, Accord Fintech ACE Equity database, Accord Fintech Pvt Ltd., accessed October 10, 2015,
15
Ibid.
16
“Large Domestic Promoter Groups Contribute 35 Per Cent of Organised Production,” CRISIL Industry Research on
Auto Component Industry, April 21, 2015, accessed April 21, 2015.
op
17
“Investor Presentation September 2015” Amtek Auto Limited, accessed December 17, 2015,
www.churchgatepartners.com/doc_download.aspx?public=1&document_id=5329; “Annual Report 2014,” Amtek Auto Limited,
accessed December 17, 2015, and www.churchgatepartners.com/doc_download.aspx?public=1&document_id=4590.
18
“Amtek Bond Prospectus” Security Exchange Board of India, May 14, 2015, accessed October 10, 2015.
19
“Investor Presentation September 2015” op. cit.; “Annual Report 2014,” op. cit.
20
“Amtek Bond Prospectus,” op. cit.
21
“Annual Report 2014,” op. cit.
22
“Amtek Bond Prospectus,” op. cit.
tC

23
Ibid.
24
“Amtek Bond Prospectus,” op. cit.
25
“Annual Report 2014,” op. cit.
26
“India’s NSE Includes Six Stocks in Equity Derivatives,” Thomson Reuters Company News on Amtek Auto Ltd.,
November 20, 2014, accessed October 10, 2015.
27
“Amtek Bond Prospectus,” op. cit.; Amtek Autho Limited, “Unaudited Financial Results for the Quarter Ended 30th June,
2015,” op. cit.
28
The total outstanding debt as of September 2014 was ₹176 billion, and Amtek further issued a total debt of ₹29 billion
between September 2014 and June 2015 (see Exhibit 12).
29
“Investor Presentation August 2015,” Amtek Auto Ltd., accessed October 7, 2015, www.amtek.com/aal.php.
No

30
“Q3 FY2015 Earnings Presentation,” Amtek Auto Ltd., accessed October 7, 2015, www.churchgatepartners.com/
doc_download.aspx?public=1&document_id=4986.
31
Ibid.
32
“Amtek Auto Ltd., Q1 FY2015 Earnings Presentation,” Amtek Auto Ltd., accessed October 7, 2015,
www.churchgatepartners.com/doc_download.aspx?public=1&document_id=4563
33
“CARE Suspends the Ratings Assigned to the Bank Facilities of Amtek Auto Ltd.,” CARE Ratings, August 7, 2015,
accessed October 10, 2015, www.careratings.com/upload/CompanyFiles/PR/AMTEK per cent20AUTO per cent20LTD-
08-07-2015.pdf.
34
“Amtek Auto Shares Tank 31% On Exclusion from F&O Segment,” Thomson Reuters Company News on Amtek Auto
Ltd., August 19, 2015, accessed October 10, 2015.
35
“Amtek Auto's Lenders Face a Rs 800-Crore Knock,” Thomson Reuters Company News on Amtek Auto Ltd., September
8, 2015, accessed October 10, 2015.
Do

36
Ami Shah, Shally Seth Mohile, and Ravindra Sonavane, op. cit.

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