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Automobile Products of India Ltd.

BSE: 505032 Sector: Others
NSE: N.A. ISIN Code: N.A.
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Automobile Products of India Ltd. (AUTOPRODINDIA) - Director Report

Company director report

To

The Members

Automobile Products of India Limited

Your Directors have pleasure in presenting their Sixty-Fourth Annual Report togetherwith the Audited Financial Statements for the financial year ended 31st March 2015.

1) FINANCIAL HIGHLIGHTS:

(Rs. In Lacs)
2014-2015 2013-2014
Revenue from operations / Other Income 206.38 388.02
Less: Expenditure 201.54 379.06
Profit/[Loss) before tax & prior Period Expenses 4.84 8.95
Less: Prior Period Expenses Nil 1.74
Profit/(Loss) before tax 4.84 7.21
Less: Tax Expenses
- Current Tax 0.93 1.34
- Earlier period taxation 0.04 0.01
- Deferred Tax 0.03 0.15
Profit/(Loss) after tax 3.84 5.72
Add :- Profit/(Loss) brought forward from previous year (1534.08) (1539.80)
Balance Carried to the Balance Sheet (1530.24) (1534.08)

Your Company earned Total Income of Rs. 206.38 lac during the financial year ended 31stMarch 2015 as compared to Rs. 388.02 Lakhs in the previous year.

Your company has undertaken various business developments which are expected to yieldfruits in future and the management is confident that the same will be reflected inimproved financial health of the Company.

In view of the carried forward losses your Directors do not recommend payment of anydividend on equity shares.

4) EXTRACTS OF ANNUAL RETURN;

The details forming part of the extracts of the Annual Return in Form MGT-9 are annexedherewith as Annexure-A.

During the year Five Board Meetings were held. The provisions of Companies Act 2013were adhered to while considering the time gap between two Board meetings.

i) Audit Committee:

The Company is having an Audit Committee comprising of the following Directors:

Name Status
Shri R. R. Saboo Chairman
Smt. Priti P. Kataria Member
Shri Siddharth Agarwal Member

During the year. Four Audit Committee Meetings were held

ii) Whistle Blower Policy;

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. Thus Whistle Blower Policy/Vigil mechanism provides a mechanism for theDirectors/employees to report violations without fear of victimization of any unethicalbehavior suspected or actual fraud and violation of Code of conduct etc. which aredetrimental to the organizations interest

The Directors and Employees of the Company will have direct approach to the Chairman ofthe Audit Committee to report any grievances.

The Company has constituted a Nomination and Remuneration Committee comprising of thefollowing Directors:

Name Status
Smt. Priti P. Kataria Chairperson
Shri. R. R. Saboo Member
Shri Kumar Srinivasan Member

The Company has constituted a Stakeholders Relationship Committee comprising offollowing Directors:

Name Status
Shri. Shyam Agarwal Chairman
Shri.R.R. Saboo Member
Shri Kumar Srinivasan Member

v) Independent Directors' Meeting:

In Compliance with Schedule IV of the Companies Act 2013 the Independent Directorsheld their meeting without the attendance of Non-Independent Directors and members ofmanagement to interalia:

i) Review the performance of Non-Independent Directors and the Board as a whole.

ii) Assess the Quality Quantity and timeliness of flow of Information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

DIRECTORS' STATEMENT:

Pursuant to the requirements under Section 134 (5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:-

i) that in the preparation of the accounts for the financial year ended 31st March2015 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company and of the loss of theCompany for the year under review;

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 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) thatthe Directors have prepared the accounts for the year ended 31st March 2015 ona ‘going concern' basis;

v) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

vi) that Directors had devised proper systems to ensure compliances with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

7) DIRECTORS:

i) Independent Directors:

Independent Directors have given declarations under Section 149(6) of the CompaniesAct 2013 that they meet the criteria of independence.

ii) Retirement by Rotation:

In accordance with Section 152 of the Companies Act 2013 Shri Kumar Srinivasan (DIN :00054057) Director of Company retires by rotation at the ensuing Annual General Meeting.However he has indicated to the Company that he is not seeking re-appointment Board hasdecided not to fill up the vacancy so caused on the board.

THEIR REMUNERATION: FOR SELECTION AND APPOINTMENT OF DIRECTORS AND

The Nomination and Remuneration Committee recommended and Board approved the policy forselection of appointment of directors and their remuneration. The key provisions of thispolicy are as follows:

i) Criteria of selection of Non-Executive Directors:

a. The Non-Executive Directors shall be of high integrity with relevant expertise andexperience so as to have a diverse Board.

b. In case of appointment of Independent Directors the Committee shall satisfy itselfwith regard to the independence of the Directors vis-a-vis the Company so as to enable theBoard to discharge its function and duties effectively.

c. The Committee shall ensure that the candidate identified for appointment as aDirector is not disqualified for appointment under Section 164 of the Companies Act 2013.

d. The Committee shall consider the following attributes / criteria whilstrecommending to the Board the candidature for appointment as Director:

i. Qualification expertise and experience of the Directors in their respective fields;

ii. Personal Professional or business standing.

e. In case of re-appointment of Non-Executive Director the Board shall take intoconsideration the performance evaluation of the Director and his engagement level

ii). Remuneration;

The Non-Executive Directors may be paid remuneration by way of sitting fees forparticipation in the Board / Committee meetings and commission as may be decided by theBoard from time to time.

9) SUBSIPIARY/JOINT VENTURE/ASSOCIATE COMPANIES:

The Company does not have any subsidiary Joint Venture Associate Companies.

There was no order passed by any regulator or court or tribunal impacting the goingconcern status and Company's Operations.

11) INTERNAL FINANCIAL CONTROLS:

There are adequate internal financial controls with reference to Financial Statements.

12) AUDITORS:

i) Statutory Auditors:

M/s. S G C O & Co. Chartered Accountants Mumbai (ICAI Registration No. 112081W)were appointed as Statutory Auditors of the Company at the last Annual General Meetingheld on 27th September 2014 for a period of 5 years subject to ratification by members atevery consequent Annual General Meeting. Therefore ratification of appointment ofStatutory Auditors is being sought from the members of the Company at the ensuing AGM.

There was no adverse Audit Remark by the Auditor in his Report

ii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed JM & Associates Company Secretaries to undertake the secretarial audit ofthe Company. The Secretarial Audit Report is annexed herewith as "Annexure B".

As regards observation of the Secretarial Auditor your Company would like to statethat the Company is in process of appointing required Key Managerial Personnel

iii) Internal Auditors:

M/s Harish K. Kothari & Co. Chartered Accountants Mumbai (ICAI Registration No.127830W) performs the duties of Internal Auditors of the Company and their report isreviewed by the Audit Committee from time to time.

13) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Your Company has not given any Loan or any Guarantee and has not made any investmentsin securities which are covered under the provisions of Section 186 of the Companies Act2013.

14) RELATED PARTY TRANSACTIONS

There were no related party transactions entered during the year which are coveredunder Section 188 of the Companies Act 2013.

15) MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments that may affect the financial position ofthe Company from the date of the Balance sheet till the date of this report.

16) INFORMATION AS REQUIRED UNDER SECTION 134 (3) (m) OF THE COMPANIES ACT 2013:

j). Conservation of Energy:

Your Company is making continuous efforts to conserve energy consumption whereverpracticable by economizing on the use of power and fuel in the factory and offices.

ii) . Technology Absorption:

No new technology absorption has been made during the financial year 2014-15.

iii) . Foreign Exchange Earnings and Outgo:

There were no Foreign exchange earnings and outgo during the Financial year 2014-15.

17) BUSINESS RISK MANAGEMENT:

The Company has formulated Risk Management Policy and main objective of this policy isto ensure sustainable business growth with stability and to promote a pro-active approachin reporting evaluating and resolving risks associated with the business. In order toachieve the key objective the policy establishes a structured and disciplined approach toRisk Management in order to guide decisions on risk related issues.

18) PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposit within themeaning of Section 73 and 75 of the Companies Act 2013.

19) CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not meet the prescribed threshold provisions of Section 135 ofthe Companies Act 2 013 are not applicable to the Company.

20) FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD:

Pursuantto the provisions of the Section 134 (3) (p) of the Companies Act 2013 theBoard has carried out annual performance evaluation of its own performance the directorsindividually as well the evaluation of the working of its Audit Nomination &Remuneration and Stakeholders Committee. The Directors expressed their satisfaction withthe evaluation process.

The performance evaluation of Non-Independent Directors was carried out by theIndependent Directors.

21) PARTICULARS OF EMPLOYEES:

i) Particulars of Employees within the meaning of Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended are Nil asnone of the Company's employees were in receipt of the remuneration of more than Rs.6000000/- during the year ended 31st March 2015 or more than Rs. 500000/- per monthduring any part of the said year. Further there is no details to be reported as requiredpursuant to Rule 5(2)(iii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 since there was no employee in receipt of remuneration in excessof the limits prescribed therein.

ii) Since none of the Directors has been paid any remuneration there are no furtherdetails to be reported under Section 197 (12) read with applicable Rules under CompaniesAct 2013.

iii) There were 2 employees on the rolls of the Company as on 31st March 2015 whosesalary increased by 7.29% over previous year whereas the profit for the year has decreasedby 33%.

iv) Shares of the Company are suspended for Trading.

v) The remuneration paid is as per the remuneration policy of the Company.

22) CHANGE IN THE NATURE OF BUSINESS. IF ANY:

During the year under review your Company has not changed its business.

23) CORPORATE GOVERNANCE;

As per SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 issuedin respect to amendments to Clause 49 of the Equity Listing Agreement Compliance with theprovisions of Clause 49 of the Listing Agreement is not applicable to the Companies havingPaid up Equity Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs.25crore as on the last day of the previous financial year. Since the Company falls underthe above criteria Compliance with the provisions of Clause 49 will not be mandatory tothe Company. In this regard your Company has informed BSE limited vide letter dated 14thOctober 2014 regarding the non-submission of Compliance report on Corporate Governancetill Clause 49 becomes applicable to the Company.

24) COMPLIANCES REGARDING INSIDER TRADING:

The Company was required to formulate a Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information (UPSI) which the Company needs tofollow in order to adhere to each of the principles set out in Schedule A to theSecurities and Exchange Board of India ( Prohibition of Insider Trading) Regulations2015.

Further Regulation 9(1) of these Regulations requires a Company to Formulate Code ofConduct to Regulate Monitor and Report Trading by its employees and other connectedpersons towards achieving Compliance with said Regulations adopting the minimum Standardsas set out in Schedule B to the Regulations.

Accordingly your Company has approved and adopted following Codes:

1) Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation ("Code of Fair Disclosures") as required under Regulation 8 of theRegulations 2015.

2) Code of Conduct for Prevention of Insider Trading in Securities of AutomobileProducts of India Limited as required under Regulation 9(1) of the said Regulations.

25) ACKNOWLEDGEMENTS:

Your Directors wishes to express its gratitude and record its sincere appreciation ofthe dedicated efforts by all employees and are thankful to esteemed shareholders for theirsupport and confidence reposed in the Company.

For and on behalf of the Board

AUTOMOBILE PRODUCTS OF INDIA LIMITED

PLACE: MUMBAI DIRECTOR DIRECTOR
DATE: 28th MAY 2015 SHYAM AGARWAL SIDDHARTH AGARWAL
(DIN:00039991) (DIN:02055700)

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