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Autoriders International Ltd.

BSE: 512277 Sector: Others
NSE: N.A. ISIN Code: INE340U01010
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Autoriders International Ltd. (AUTORIDERSINTL) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the Thirtieth Annual Report on thebusiness and operations of your Company along with the audited financial statements forthe financial year ended 31st March 2015. The Statement of Accounts Auditors' ReportBoard's Report and attachment thereto have been prepared in accordance with the provisionscontained in Section 134 of Companies Act 2013 and Rule 8 of the Companies (Accounts)Rules 2014.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2015 is summarizedbelow:

Particulars For the year ended 31.03.2015 For the year ended 31.03.2014
(Rs in Lacs) (Rs in Lacs)
Revenue from operations 5396.62 4804.36
Profit before Tax 121.55 34.79
Less: Tax Expenses 73.83 21.67
Current Tax 55.18 3.50
Current Tax for Prior Years 00.00 00.00
Deferred Tax 18.65 25.17
Profit for the year 47.72 56.46
Interim Dividend 00.00 00.00
Corporate Dividend Tax 00.00 00.00
Transfer to General Reserve 00.00 00.00
Earnings Per Share of Rs.10/- 19.47 23.04

2. RESERVES

During the year under review your Company transferred a sum of 47.72 lakhs to theGeneral Reserves.

3. PERFORMANCE AND AFFAIRS OF THE COMPANY

During the year under review the Company recorded all time high revenue of 5396.62lacs as against last year revenue of 4804.36 lacs which is up by 12.33 %. The profit afterdepreciation stood at 121.55 lacs against 34.79 lacs last year up by 249%.

As the travel & tourism industry is witnessing fast growth your company will havea vital role to play in the coming years.

4. DIVIDEND

With a view to conserve resources for operations and future ensuing expansion yourDirectors are not recommending any dividend for the year ended 31March 2015.

5. CURRENT STATUS

The current position of the Company in the current financial year 2015-16 issatisfactory. The Company expects to achieve better performance during the current year.

6. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT

There is no change in the nature of business of the Company during the year.

7. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review your Company did not have any subsidiary associate andjoint venture Company.

8. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement executed with the Stock ExchangesCorporate Governance Report and Certificate regarding compliance of conditions ofCorporate Governance form an integral part of this report and are set out as separateANNEXURE - A to this Report.

9. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. Thequestion of non-compliance of the relevant provisions of the law relating to acceptance ofdeposit does not arise.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Directors

Smt. Kruti Bhupesh Patel (DIN NO: 00482326) Director will retire by rotation and beingeligible and not being disqualified under section 164 of the Companies Act 2013 offersherself for reappointment.

Mr. Gokulsingh Dhondusingh Rajput (DIN NO: 01934109) was appointed as an AdditionalDirector with effect from 30th March 2015 as an Additional Director. He holds office upto the date of the ensuing Annual General Meeting and being eligible offers himself forappointment as Director afresh.

The Company has received a letter from a member along with the requisite depositsproposing the candidature for his appointment as a Director at the next Annual GeneralMeeting. The Boards recommends his appointment.

Mr. Shailendra Banwarilal Agrawal (DIN NO: 07121446) was appointed as an AdditionalDirector with effect from 30th March 2015 as an Additional Director. He holds office upto the date of the ensuing Annual General Meeting and being eligible offers himself forappointment as Director afresh.

The Company has received a letter from a member along with the requisite depositsproposing the candidature for his appointment as a Director at the next Annual GeneralMeeting. The Boards recommends his appointment.

There is no other change in the composition of the Board of Directors.

(ii) Key Managerial Personnel

Mr.Ramachandran Chalakudi Gopalakrishnan was appointed as Chief Financial Officer ofthe Company with effect from 1st April 2015.

Ms.Shrima Shridhar Shetty was appointed as Company Secretary of the Company with effectfrom 1st April2015.

(iii) Declaration by an Independent Director(s)

The Company has complied with clause 49 of Listing Agreement and according to theprovisions of section 149(6) of the Companies Act 2013.The Company has also obtaineddeclarations from all the Independent Directors pursuant to section 149(7) of theCompanies Act 2013.

(iv) Annual Evaluation of Board

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out the annual performance evaluation of its ownperformance and other Directors. A structured questionnaire was prepared after taking intoconsideration inputs received from the Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligations and governance. Aseparate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment promotion of participation by alldirectors and developing consensus amongst the directors for all decisions.

11. NUMBER OF BOARD MEETINGS

During the Financial year total 5 (Five) meetings of the Board of Directors were heldon 30th May 2014 14th August 2014 15th November 2014 14th February 2015 and 30th March2015 respectively.

12. DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements in terms ofSection 134(3)(c)of the Companies Act 2013 and hereby confirm that:-

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2015 and of the profit ofthe Company for the year ended on that date;

c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

13. NOMINATION AND REMUNERATION COMMITTEE

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

14. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The Audit Committee comprises of:

1. Mr. Tapan patel

2. Mrs. Kruti Patel

3. Mrs. Ketki Patel

The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act and the Listing Agreement entered into with the Stock Exchanges. The InternalAuditors and Statutory Auditors are permanent invitees to the Audit Committee meetings.

15. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal and unethical behavior.

The Board of Directors of the Company have pursuant to the provisions of Section177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board andits Powers) Rules 2014 framed "Vigil Mechanism Policy" for Directors andemployees of the Company to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimization on raising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations.

16. RISK MANAGEMENT POLICY

The Board of Directors of the Company during the year have designed Risk ManagementPolicy and Guidelines to avoid events situations or circumstances which may lead tonegative consequences on the Company's businesses and define a structured approach tomanage uncertainty and to make use of these in their decision making pertaining to allbusiness divisions and corporate functions. Key business risks and their mitigation areconsidered in the annual/strategic business plans and in periodic management reviews. Atpresent there is no identifiable risk which in the opinion of the Board may threaten theexistence of the Company.

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Your Company has no activities relating to conservation of energy or technologyabsorption. During the year the Company has earned foreign exchange worth of Rs.67.94Lacs and there was no foreign exchange outgo.

18. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company'sbusiness size and complexity of its operations are in place. It has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

19. EXTRACT OF ANNUAL RETURN:

Extract of the Annual Return in form MFT-9 for the financial year ended 31st March2015 made under the provisions of Section 92(3) of the Act is annexed as ANNEXURE- B whichforms part of this Report.

20. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility is not applicable to the Company hence there is noreport on the same.

21. AUDITORS

(i) STATUTORY AUDITOR

The Statutory Auditors of your Company namely M/s. Sheth Doctor & Associates.Chartered Accountants have been appointed for a period of Five years at the previousannual general meeting held on 30th September 2014. The appointment is required to beratified by the shareholders at this annual general meeting to conduct the audit for thefinancial year 20152016. Auditors have confirmed their eligibility and submitted theCertificate in writing that their appointment if ratified would be within the prescribedlimit under the Act and they are not disqualified for re-appointment.

The Statutory Auditors Report does not contain any dis-qualification reservation oradverse remark.

(ii) SECRETARIAL AUDITOR

The Board has appointed Ms. Shilpa K. Shah Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2014-2015. TheReport of the Secretarial Audit Report is annexed herewith as ANNEXURE- C.

(iii) COST AUDITOR

The Company is not required to appoint Cost Auditor as it is not required to submitcost audit report pursuant to the provision of the Companies (Cost Records and Audit)Rules 2014.

22. GREEN INITIATIVES

Pursuant to Sections 101 and 136 of the Companies Act 2013 The Company will be sendingAnnual Report through electronic mode—email to all the shareholders who haveregistered their email addresses with the Company.

23. HUMAN RESOURCES

Employees are considered to be team members being one of the most critical resources inthe business which maximize the effectiveness of the Organization. Human resources buildthe Enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening the Company's Polices and Systems. The Companymaintains healthy cordial and harmonious relations with all personnel and therebyenhancing the contributory value of the Human Resources.

24. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources. There was no accident during the year.

25. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICHFINANCIAL RESULTS RELATED

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

26. ADEQUACY OF. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

27. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES

The Company has not taken any loan given guarantees or made investments and securitiesduring the year. The details of loans of the companies as per the provisions of section186 of the Companies Act 2013 are given in the notes No. 3 and 5 to Financial Statements.

28. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions entered with Related Parties is disclosed in form AOC-2 which isannexed to the Boards Report as ANNEXURE-D.

All Related Party Transactions are placed before the Audit Committee as also to theBoard for approval at every quarterly meeting.

29. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURESAS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014.

There were no employees of the Company drawing remuneration of Rs.60 lacs per annum ormore or Rs. 5 lacs per month or more during the year under review.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013.

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressalmechanism pertaining to Sexual harassment of women employees at workplace. There was nocomplaint received during the year under review.

31. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section62(l)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014 is furnished.

4. During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Company's operations in future.

32. ACKNOWLEDGEMENT

Your Directors wish to thank Bankers Government authorities and various stakeholderssuch as shareholders customers and suppliers among others for their support andvaluable guidance to the Company. Your Directors also wish to place on record theirappreciation for the committed services of all the Employees of the Company.

By order of the Board

Place : Mumbai

Dated : 30th May 2015

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