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Auto Pins (India) Ltd.

BSE: 531994 Sector: Auto
NSE: N.A. ISIN Code: INE706C01028
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Auto Pins (India) Ltd. (AUTOPINSI) - Director Report

Company director report

TO

THE MEMBERS OF

AUTO PINS (INDIA) LIMITED

Your Directors are happy to present the 41st Annual Report of the Companytogether with the Audited Accounts for the financial year ended March31st2016.

FINANCIAL RESULTS:

Current year ended 31.03.2016 Previous year ended 30.06.2015
Amount in Rs.
Income/(Loss) from Operation 88244621 112276407
Expenditure 91794098 110549963
Gross Profit/(Loss) before Tax (3549477) 1726444
Less/Add:-Income Tax paid/W.Back 208261 0
Profit/ Loss after Tax (3757738) 1726444

PERFORMANCE

During the period under review the turnover of the company is Rs. 82835456 as comparedto Rs. 107054104 in the previous financial year. Moreover our Company has made loss ofRs. 3757738 as compared to profit of Rs. 1726444 during last year.

Note: During the period under review financial year of the company has been changedfrom 1st July 30th June to 1st April 31stMarch. Above mentioned figures are for nine months thereby the above data is notcomparable to previous year's data as it is of 12 months. If the current period's datawould be of 12 months the company would be in a profitable position.

DIVIDEND

In order to conserve resources for expanding the business your Directors have opinednot to recommend any dividend for the year 2015-2016.

SHARE CAPITAL

(A) AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the company stands at Rs. 70000000/- (divided into7000000 Equity Shares of Rs. 10/- each). During the year there has been no change inAuthorized Share Capital of the company.

(B) ISSUED SUBSCRIBED AND PAID -UP SHARE CAPITAL

The Issued Subscribed and Paid up Share Capital of the company stands at Rs.57070620/- (divided into 5707062 Equity Shares of Rs. 10/- each). During the year therehas been no change in Paid-up Share Capital of the company.

HOLDING COMPANY

Your company has holding company namely Mystic Woodart Private Limited as on March 312016 and holds 55.24% shares (3152500) in your company. There is one Associate Companywithin the meaning of Section-2(6) of the Companies Act 2013 ("Act").

The details of the Holding Company are as follows:

Name of the Company MYSTIC WOODART PRIVATE LIMITED
CIN U74900DL2007PTC168093
Registered office 9 SOUTHERN AVENUE MAHARANI BAGH NEW DELHI-110065
Name of the Company ANALYSIS SECURITIES PRIVATE LIMITED
CIN U67110DL1993PTC054049
Registered office T-3 A NSHUL TOWER SAINIK VIHAR PITAMPURA DELHI-110034

MATERIAL CHANGE

As per Companies Act 2013 company is required to have a uniform Financial Year. AsPer Section 2(41) of the Companies Act 2013 in relation to any company or body corporatefinancial year should start from 1st April to 31st March.

During the year under review the Financial year of the company has been changed from 1stJuly - 30th June to 1st April - 31st March.

TRANSFER OF SHARES

During the period under review there was no transfer.

DIRECTORS AND KEY MANAGERIAL PERSONNAL

As per the provisions of the Companies Act 2013 Mr. Rajbir Singh will retire byrotation at the ensuing AGM and being eligible offered himself for re-appointment. TheBoard recommends his re-appointment.

Ms. Srishti Gupta resigned from the post of Company Secretary w.e.f. October 01 2015and Ms. Siddhi Jain was appointed as the Company Secretary of the company with effect fromFebruary 05 2016.

As per the provisions of Companies Act 2013 Mr. Rajbir Singh has been re-appointed asManaging Director of the company for a period of Five years w.e.f. 10th August2016 to 09th August 2021 in the meeting of the Board of Directors of thecompany in the meeting held on 10th August 2016. The Board recommends theirre-appointment for members approval.

Your Board has decided to increase the remuneration of Mr. Rajbir Singh ManagingDirector of the company from Rs. 125000 per month (Rupees One lakh Twenty Five Thousandonly) to Rs. 175000 per month (Rupees One Lakh Seventy Five Thousand only) subject toratification by members at Annual General Meeting.

The payment of remuneration is to be confirmed and approved in the Annual GeneralMeeting.

Further details regarding Board of Directors are given in the Corporate GovernanceReport forming part of this Directors' Report.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfil all the conditions specified in the Companies Act 2013 making them eligible to actas Independent Directors.

NUMBER OF MEETINGS OF BOARD

The Company should hold atleast four Board Meetings in a year one in each quarterinter- alia to review the financial results of the company. The company also holdsadditional Board Meetings to address its specific requirements as and when required. Allthe decisions and urgent matters approved by way of circular resolutions are placed andnoted at the subsequent Board Meeting. Annual calendar of meetings of the board arefinalized well before the beginning of the financial year after seeking concurrence of allthe directors. 23

During the period there were in total Eight Board Meetings were held i.e. 31stJuly 2015 29th August 201501st September 201501stOctober 2015 31st October 2015 02nd December 2015 31stDecember 2015 05th February 2016. The intervening gap between the meetingswas within the period prescribed under the Companies Act 2013. The details of the Boardmeetings held during the year along with the attendance of the respective Directorsthereat are set out in the Corporate Governance Report forming part of this Annual Reportand annexed as "Annexure-3".

EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review. More details on the same are givenin the Corporate Governance Report.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The criteria for Director's appointment has been set up by the Nomination andRemuneration Committee which includes criteria for determining qualifications positiveattributes independence of a director and other matters provided under Sub Section (3) ofSection 178 of the Companies Act 2013 ("the Act").

AUDIT COMMITTEE

[(Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation2015]

Audit Commitee comprises of Mr. Kulbir Singh as Chairman and Mr. Nand Kishore Sharmaand Ms. Shilpy Chopra as members. The details of term of reference of the Committeemember dates of meeting held and attendance of the Directors are given separately in theCorporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

[(Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation2015]

Nomination and Remuneration Committee comprises of Mr. Kulbir Singh as Chairman and Mr.Nand Kishore Sharma and Ms. Shilpy Chopra as members. The details of term of reference ofthe Committee member dates of meeting held and attendance of the Directors are givenseparately in the Corporate Governance Report.

Pursuant to Provisions of Section 178(1) of the Companies Act 2013 and clause 52 ofthe SME Listing Agreement and as per Regulation 19 of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 the Company has re-constitute the Nomination andRemuneration Committee.

STAKEHOLDER RELATIONSHIP COMMITTEE

[(Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulation2015

Stakeholder Relationship Committee comprises of Mr. Kulbir Singh as Chairman and Mr.Nand Kishore Sharma and Ms. Shilpy Chopra as members. The details of term of reference ofthe Committee member dates of meeting held and attendance of the Directors are givenseparately in the Corporate Governance Report.

Pursuant to Provisions of Section 178(5) of the Companies Act 2013 and clause 52 ofthe SME Listing Agreement and as per (Regulation 20 of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015the company has re-constitute StakeholdersRelationship Committee formed by the company.

RISK MANAGEMENT COMMITTEE

[(Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulation2015

The provisions of this regulation shall be applicable to top 100 listed entitiesdetermined on the basis of market capitalisation as at the end of the immediate previousfinancial year.

Your company is not required to mandatorily form Risk Management Committee as theprovision is applicable to top 100 listed entities.

Furthermore the company decided to de-continue the Risk Management Committee formed bythe company under (Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015.

POLICIES

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite www.autopinsindia.com .The policies are reviewed periodically by the Board andupdated based on need and new compliance requirement.

In addition to its Code of Conduct and Ethics key polices that have been adopted bythe company are as follows:

S.

No.

Name of the Policy Brief Description
1. Whistle blower Policy(Policy on Vigil Mechanism)

[Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the Company has adopted a

In addition to its Code of Conduct and Ethics key polices that have been adopted bythe company are as follows:

Name of the Policy Brief Description
1. Whistle blower Policy(Policy on Vigil Mechanism) [Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015] Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the Company has adopted a Whistle Blower Policy which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behaviour actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimisation of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. The details of the same are provided in Corporate Governance Report forming part of this Annual Report.
2. Nomination remuneration & Evaluation policy [Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015] The Board has on the recommendation of the Nomination & Remuneration Committee framed a Nomination Remuneration & Evaluation Policy which inter-alia lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company alongwith the criteria for determination of remuneration of Directors KMPs and other employees and their evaluation and includes other matters as prescribed under the provisions of Section178 of Companies Act 2013 and Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements) Regulation 2015. The details of the same are provided in Corporate Governance Report forming part of this Annual Report.
3. Prevention Prohibition & Redressal Of Sexual Harassment Of Women At Workplace The Company has in place a Policy on Prevention Prohibition & Redressal of Sexual Harassment of Women at Workplace and an Internal Complaints Committee (ICC) has been constituted thereunder. The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations.
4. Risk Management Policy Your Company has formulated and adopted a Risk Management Policy. The Board of Directors is overall responsible for identifying evaluating and managing all significant risks faced by the Company. The Risk Management Policy approved by the Board acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organisation.
5. Related Party Transaction Policy [Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 20151 Related Party Transaction Policy as formulated by the Company defines the materiality of related party transactions and lays down the procedures of dealing with Related Party Transactions. The details of the same are provided in Corporate Governance Report forming part of this Annual Report.
6. Insider Trading Policy The Policy provides the framework in dealing with securities of the company.
7. Document Retention and Archival Policy [Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 Pursuant to SEBI (LODR) Regulations 2015 it mandates that every listing entity shall formulate a policy for preservation of documents and Regulation 30(8) of the Regulations is also required to have an archival policy on archiving all information disclosed to stock exchange(s) and the same being hosted on the Company's website.
8. Materiality Disclosure Policy [Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 Pursuant to SEBI (LODR) Regulations 2015 it mandates that every listed entity shall make disclosure of any events or information which in the opinion of the Board of Directors of the listed company is material and the same being hosted on the Company's website.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

Your Company has adopted a Code of Conduct for its Board of Directors and the SeniorManagement Personnel. The Code requires the Directors and employees of the Company to acthonestly ethically and with integrity and in a professional and respectful manner. Duringthe year under review the Code of Conduct was revised as per the revised Clause 49 of theListing Agreement. A declaration by Chairman & Whole Time Director with regard tocompliance with the said code forms part of this Annual Report.

DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company is an equal opportunity employer and consciously strives to build a workculture that promoters dignity of all employees. As required under the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and Rules framed thereunder-

a) The Company has in place a policy on prevention prohibition and redressal of sexualharassment at work place which has been made part to the Code of Business Conduct andEthics applicable to all the employees of the Company. A copy of which is given to everyemployee and his consent for compliance duly taken.

b) All women permanent temporary or contractual including those of service providersare covered under the policy.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 regarding employees is given in "Annexure-1"

AUDITORS & AUDITORS' REPORT & NOTES ON ACCOUNTS

M/s Sanjay Rawal & Co.. Chartered Accountants (FRN No.: 010248N) A-146 G.F.DAYANAND COLONY LAJPAT NAGAR-IV NEW DELHI-110024 were appointed as Statutory Auditorsfor a period of five years in the Annual General Meeting held on September 30 2014 tillthe conclusion of Annual General Meeting for the financial year ended 2019 subject toratification by members at every subsequent Annual General Meeting.

Ratification of their appointment till the next Annual General Meeting is due forconsideration in the forthcoming Annual General Meeting. The Company has received acertificate from the M/s Sanjay Rawal & Co. to the effect that if their appointment isratified in the current Annual general Meeting it would be in accordance with theprovisions Section 141 of the Companies Act 2013

Their continuance of appointment and payment of remuneration are to be confirmed andapproved in the ensuing Annual General Meeting.

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are selfexplanatory andneeds no further explanation.

There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the Auditor's Report areself-explanatory.

INTERNAL AUDITOR

The internal auditor of the company is M/s Amit Batla & Associates carried out theroles and responsibilities during the current financial year which are as follows:

• evaluated and provided reasonable assurance that risk management control andgovernance systems are functioning as intended and will enable the organisation'sobjectives and goals to be met.

• reported risk management issues and internal controls deficiencies identifieddirectly to the audit committee and provided recommendations for improving theorganisation's operations in terms of both efficient and effective performance.

• evaluated information security and associated risk exposures. 29

• evaluated regulatory compliance program with consultation from legal counsel.

SECRETARIAL AUDITOR& SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s. Parveen Rastogi & Co Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year2015-16. The Secretarial Audit Report for the financial year ended March 31 2016 isannexed as "Annexure - 2" to this report. The said report does notcontain any qualification reservation or adverse remark and thus do not call for anyfurther comments.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

PUBLIC DEPOSITS

During the period under review the company has not accepted any deposits from publicand as such no amount on account of principal and interest on deposits from public wasoutstanding as on the date of the balance sheet.

TRANSACTIONS WITH RELATED PARTIES

Related party transactions entered during the period under review are disclosed in theFinancial Statements of the company for the financial year ended March 31 2016. Thesetransactions entered were at an arm's length basis and in the ordinary course of business.There were no materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which could have had a potentialconflict with the interests of the Company. Form AOC-2 containing the note on theaforesaid related party transactions is enclosed herewith as "Annexure-3".

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014the extract of theAnnual Return as at March 31 2016 in the prescribed form MGT 9 forms part of thisreport and is annexed as "Annexure - 4".

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Information under section 217(e) of the Companies Act 1956 read with the Companies(Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given below

a) Energy Conservation Measures taken: Not Applicable as Company is in the business ofproviding real estate services which are more dependent on Human skill than powerconsumption.

b) Additional investments and proposals if any being implemented for reduction ofconsumption of energy: Nil

c) Impact of the measures at (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of production of goods: Not Applicable

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of the earnings and outgo in Foreign Exchange during the period underreview are provided in the notes to the financial statements as at 31st March2016. The members are requested to refer to the said for details in this regard.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) 2015 with the aim to consolidate andstreamline the provisions of the Listing Agreement for different segments of capitalmarket to ensure better enforceability . The said regulations were effective from December1 2015. Accordingly all listed companies were required to enter into the ListingAgreement within six months from the effective date. The Company entered into ListingAgreement with Bombay Stock Exchange limited on February 05 2016.

DEMATERAILIZATION OF SHARES

The shares of your company are being traded in electronic form and the Company hasestablished connectivity with Central Depository Services (India) Limited and NationalSecurities Depository Limited (NSDL). In view of the numerous advantages offered by theDepository system members are requested to avail the facility to dematerialization ofshares either of the Depositories as aforesaid.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

As per Regulation 34 and Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Management Discussion and Analysis report is appendedherein. "Annexure-5"

CORPORATE GOVERNANCE

Your Company Believes in adopting best practices of corporate governance. CorporateGovernance principles are enshrined in the spirit of company which forms the core valuesof the company. These guiding principles are also articulated through the company's codeof business conduct corporate governance guidelines charter of various sub committeesand disclosure policy. "Annexure-6"

As per the applicable provisions of Schedule- V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by your company together with certificate form M/s Parveen Rastogi& Co. Company Secretary on compliance with corporate governance norms under theListing Regulations.

However in terms of Section 136(1) of the Act this Report and Financial Statementsare being sent to the Members and others entitled thereto excluding the Statement ofParticulars of Employees as required under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

The said Statement is available for inspection by the Members at the Registered Officeof the Company during business hours on working days upto the date of the ensuring AnnualGeneral Meeting. If any member is interested in obtaining a copy thereof the same is madeavailable to him on receiving a request.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sec.217 (2AA) of the Company's Act 1956 with respectto Directors' Responsibility Statement it is hereby confirmed:

(i) In the preparation of the accounts the applicable accounting standards have beenfollowed;

(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year ended 31st March 2016 and of the profit of the Company forthat year;

(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and

(iv) That the Directors have prepared the Annual Accounts on a "goingconcern" basis.

GREEN INITIATIVE

In accordance with the "Green Initiative" the Company has been sending AnnualReport/Notice of AGM in electronic mode to those Shareholders whose email ids areregistered with the Company and/or the Depository Participants.

Directors are thankful to the Shareholders for actively participating in the GreenInitiative.

MANAGING DIRECTOR CERTIFICATE

In terms of the requirement of the Regulation 17(8) of the SEBI(Listing Obligation& Disclosure Requirements) Regulation 2015 the certificates from MD had beenobtained.

SHARE TRANSFER SYSTEM

The Stakeholders Relationship Committee has authorized the Company Secretary of thecompany to approve the transfer of shares within a period of 15 days from the date ofreceipt in case the documents are completed in all respects. Shares sent for transfer inphysical form are registered by the registrar and share transfer agents within 20 days ofreceipt of the documents if found in order. Shares under objection are returned withintwo weeks. All request for dematerialization of shares are processed if found in orderand confirmation is given to the respective depositories that is National SecuritiesDepositaries Ltd (NSDL) and Central Depositories Services Ltd (CDSL) within 15 days.

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

The Board of Directors adopted the Code of Conduct for Board Members and SeniorManagerial Personnel. The said code was communicated to the Directors and members of thesenior management and they affirmed their compliance with the said code. The adopted Codeis posted on the Company's website www.autopinsindia.com .

Pursuant to the requirements of the SEBI (Prohibition of Insider Trading) Regulations2015 your Company has adopted Code of practices and procedures for disclosure ofunpublished price sensitive information and Code of Conduct in order to monitor and reportInsider Trading.

All Directors and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENT

Your Directors commend the continuing commitment and dedication of employees at alllevels. The Directors would also like to thank all other stakeholder including bankersand other business associates who have provided sustained support and encouragement. Thishas understandably; been critical for all the Company's success.The Directors look forwardto their continued support in the years to come

By Order of the Board

For AUTO PINS (INDIA) LIMITED

Sd/-

SUBHASH JAIN

DIRECTOR

DIN: 00176493

Place : Delhi

Date: 01/09/2016