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Auto Pins (India) Ltd.

BSE: 531994 Sector: Auto
NSE: N.A. ISIN Code: INE706C01028
BSE 00:00 | 30 Jun 72.40 3.40
(4.93%)
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NSE 05:30 | 01 Jan Auto Pins (India) Ltd
OPEN 72.40
PREVIOUS CLOSE 69.00
VOLUME 2
52-Week high 166.20
52-Week low 54.55
P/E 64.64
Mkt Cap.(Rs cr) 41
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 72.40
CLOSE 69.00
VOLUME 2
52-Week high 166.20
52-Week low 54.55
P/E 64.64
Mkt Cap.(Rs cr) 41
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Auto Pins (India) Ltd. (AUTOPINSI) - Director Report

Company director report

TO THE MEMBERS OF AUTO PINS (INDIA) LIMITED

Dear Members

Your Directors have pleasure in presenting their 46thAnnual Reporttogether with the Audited Financial Statement of the Company for the Year ended March 312021.

FINANCIAL SUMMARY

During the year under review the Company has achieved the following financial results:

(Rs. in Lakhs)

Particulars 31.03.2021 31.03.2020
Total Income 2853.25 2735.02
Expenditure 2762.05 2686.40
Profit before Tax 91.20 48.62
Less: Tax Expense 0.06 (0.21)
Profit after Tax 91.14 48.83

Financial statements have been prepared in accordance with Indian Accounting Standards(Ind AS) as per the Companies (Indian Accounting Standards) Rules 2015 notified underSection 133 of Companies Act (Act) and other relevant provisions of the Act read with theCompanies (Indian Accounting Standards) Rules as amended from time to time.

STATE OF COMPANY'S AFFAIRS

The overall performance for the financial year ended 31st March 2021 was satisfactory.During the year of operation the Company has earned a revenue of Rs. 2826.89 lakhs(against Rs.2694.27 lakhs previous year) and has registered a net profit of Rs.91.14 lakhs(against Rs.48.83 lakhs previous year). However your Directors are confident that thecompany will do much better in future and trying its level best to further improve itsperformance.

COVID-19 Pandemic

Members are aware of the novel coronavirus (COVID-19) outbreak which was declared apandemic by the World Health Organization. The outbreak of the COVID-19 pandemic has ledto an unprecedented health crisis and has disrupted economic activities and tradeglobally.

The outbreak of Coronavirus (COVID -19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity.

As the outbreak spread in India the Company initiated measures to closely monitor thesituation to safeguard the health welfare and safety of all its employees acrosslocations. The Company started advising its employees to work from home wherever feasible.Policies and directives related to working from home and IT infrastructure support wereimplemented almost on a real-time basis to enable our employees to shift seamlessly tothis new method of working.

The health and safety of the workforce being the topmost priority the Company isfocusing on running its operations safely and efficiently so it can continue to serve itscustomers. Majority of our offices continue to operate with minimal or no staff. TheCompany has put in place measures to ensure the well-being of its employees byre-enforcing the importance of social distancing safe working practices across our plantsand general personal hygiene. The Company is also focused on conserving cash and managingliquidity to face any future disruption in business conditions. Continuous communicationto spread awareness about the pandemic is being ensured. The Company is also providingnecessary support to all employees affected by the pandemic. The Company will implement aphased and safe return-to-work plan as and when lockdown restrictions are completelyrelaxed and taking into account the situation.

DIVIDEND

No dividend on equity shares recommended by the Board for the year ended 31st March2021 considering the future plans of the Company.

FIXED DEPOSITS

Your Company has not invited or accepted any deposit from the public and as such noamount of Principal and interest was outstanding on the date of the Balance Sheet.

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 therewas no change in the issued subscribed and Paid-up Share Capital of the company.

RESERVES

During the financial year 2020-21 the Company has not transferred any amount to itsReserves and Surplus.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE AND FINANCIALPOSITION

The Company doesnot have any Subsidiary Joint venture or Associate Company during theyear under review. However The Company has a holding company namely M/s Mystic WoodartPrivate Limited as on March 31 2021 and holds 3152500 shares (55.24%) in your company.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

MATERIAL CHANGES AND COMMITMENT

No material changes and commitments occurred which may affect the financial positionof the Company between the end of the financial year of the Company to which thefinancial statements relate and the date of the report.

INTERNAL CONTROL SYSTEM

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The management of the company

checks and verifies the internal control and monitors them in accordance with policyadopted by the company. Company continues to ensure proper and adequate systems andprocedures commensurate with its size and nature of its business.

CHANGE IN THE NATURE OF BUSINESS IF ANY

During the year under review there was no Change in the nature of the business of theCompany.

PERSONNEL DIRECTORS AND KEY MANAGERIAL

Directors:

During the year under review following changes took place in the AGM held on 18thDecember 2020:

? Re-appointment of Mr. Rajbir Singh (DIN- 00176574) as a Director who retires byrotation. ? Re-appointment of Ms. Shilpy Chopra (DIN- 07161915) as an Independent Directorof the Company for a term of five consecutive years. ? Re-appointment of Mr. Rajbir Singh(DIN- 00176574) as a Managing Director of the Company for a term of five consecutive yearswith effect from august 10 2021.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's

Articles of Association Mr. Subhash Jain Director retire by rotation at the ensuingAnnual General Meeting and being eligible offer himself for re-appointment. The Boardrecommends his reappointment for consideration of the Members of the Company at theensuing Annual General Meeting.

Key Managerial Personnel (KMP):

During the Year under review Mr. Prakash Kedia resigned from the post of CompanySecretary and Compliance Officer of the Company w.e.f. 31.08.2020.

Further Ms. Kirti Jain was appointed as Company Secretary and Compliance officer ofthe Company w.e.f. 23rd September 2020 pursuant to Section 203 of theCompanies Act 2013 and Regulation 6 under Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from all Independent Directors inaccordance with Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as laid out in sub-section (6) of Section 149 of the Companies Act 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS

During the financial year 2020-21 Nine (9) Board Meeting were convened and held on30.06.2020 03.09.2020 14.09.2020 12.11.2020 20.11.2020 17.12.2020 13.02.202105.03.2021 and 12.03.2021. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 and the SEBI (LODR) Regulations 2015.

With reference to General Circular No. 08/2021 dated 03-05-2021 In view of thedifficulties arising due to resurgence of Covid-19 and requests received fromstakeholders it has been decided that the requirement of holding meetings of the Board ofthe companies within the intervals provided in section 173 of the Companies Act 2013 (120days) stands extended by a period of 60 days for first two quarters of Financial Year2021-22. Accordingly the gap between two consecutive meetings of the Board may extend to180 days during the Quarter April to June 2021 and Quarter July to September 2021instead of 120 days as required in the Companies Act 2013.

PERFORMANCE EVALUATION OF NON INDEPENDENT DIRECTORS

The performance evaluation of Chairman and the Non-Independent Directors were carriedout by the Independent Directors considering aspects such as effectiveness as Chairmanin developing and articulating the strategic vision of the company; demonstration ofethical leadership displaying and promoting throughout the company a behaviour consistentwith the culture and values of the organization; contribution to discussion and debatethrough thoughtful and clearly stated observations and opinions; creation of a performanceculture that drives value creation without exposing the company to excessive risks

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"). The same is attached in thereport as "Annexure 1".

AUDIT COMMITTEE

[(Section 177 of Companies ACT 2013) and Companies (Meetings of Board and its Powers)Rules 2014 and other applicable provision]

The primary objective of the Committee is to ensure accurate and timely disclosureswith the highest levels of transparency integrity and quality of financial reporting. TheCommittee met four times during the year. As of the date of this report the Committee iscomprised of three directors namely Mr. Ravi Kumar Mr. Nand Kishore Sharma IndependentDirectors and Mr. Subhash Jain Director of the Company.

Meetings

During the financial year 2020-21 Four (4) meetings of the Audit Committee were heldas detailed herein below. The gap between two meetings did not exceed four /months.

The details of the meetings held and the attendance thereat of the Members of the AuditCommittee are as detailed here in below:

ATTENDANCE
Mr. Ravi Kumar Mr. Nand Sharma Kishore Mr. Jain Subhash
Date of meeting
30.06.2020
14.09.2020
12.11.2020
13.02.2021

NOMINATION AND REMUNERATION COMMITTEE

(Section 178 of Companies Act 2013 and Companies (Meetings of Board and its Powers)Rules 2014 and other applicable provision]

Nomination and Remuneration Committee of the Board has been constituted as per section178 of the Companies Act 2013 and rule 6 of the Companies (Meetings of Board and itsPowers) Rules 2014. The Nomination and Remuneration Committee shall determinequalifications positive attributes and independence of a director and recommend to theBoard a policy relating to the remuneration of the directors Key Managerial Personnel andother employees. The Nomination and Remuneration Committee consists of three IndependentDirectors comprising of Mr. Ravi Kumar (Chairman of Committee) Mr. Nand Kishore Sharmaand Ms. Shilpy Chopra.

Meetings

During the financial year 2020-21 the Committee met once. The details of the meetingsheld and the attendance thereat of the Members of the Nomination and RemunerationCommittee are as detailed herein below:

ATTENDANCE
Mr. Ravi Kumar Mr. Nand Sharma Kishore Ms. Chopra Shilpy
Date of meeting 30.06.2020

STAKEHOLDER RELATIONSHIP COMMITTEE

[(Section 178 of Companies Act 2013 and Companies (Meetings of Board and its Powers)Rules 2014 and other applicable provision)]

The composition of the Stakeholders Relationship Committee (SRC) is in line with theSection 178 of the Act read with Regulation 20 of SEBI (LODR) 2015. The Committeecomprises of Mr. Ravi Kumar as Chairman and Mr. Nand Kishore Sharma and Ms. Shilpy Chopraas members of the Committee. It looks after the stakeholder's grievances and redressal ofinvestors' complaints related to transfer of shares non-receipt of balance sheetnon-receipt of dividend etc.

Meetings

During the financial year 2020-21 the Committee has met once in the year. The detailsof the meeting held and attendance there at of the Members of the StakeholdersRelationship Committee are as detailed herein below:

ATTENDANCE
Mr. Ravi Kumar Ms. Shilpy Chopra Mr. Kishore Sharma Nand
Date of meeting
13.02.2021

MEETING OF INDEPENDENT DIRECTORS

As required under Clause VII of Schedule IV of Companies Act 2013 read with Regulation25(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015the Independent directors of the Company shall hold at least one meeting in a year withoutthe attendance of non-Independent Directors and members of management. Accordingly aseparate meeting of Independent Directors was held on February13 2021 inter alia todiscuss and review the performance of Non-Independent Directors and the board as a whole:review the performance and to assess the quality Quantity and timeliness of flow ofinformation. The Independent Directors have handed over the proceedings of the meeting tothe Managing Director of the Company.

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) 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.
[Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015]
2. Nomination remuneration & Evaluation policy The Board has on the recommendation of the
[Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015] 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 along with 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.
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 there under. 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 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.
[Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015]
6. Insider Trading Policy The Policy provides the framework in dealing with securities of the company.
7. Document Retention and Archival Policy 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.
[Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015]
8. Materiality Disclosure Policy 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.
[Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015]

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

The Board of Directors has approved a Code of Conduct which is applicable to themembers of the Board and all employees in the course of day to day business operations ofthe Company. The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. All the Board Members and the SeniorManagement personnel have confirmed compliance with the Code. All Management personnel arebeing provided appropriate training in this regard.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN & WORKPLACE (PREVENTION PROHIBITIONAND RESDRESSAL) ACT 2013

As per the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013 your Company has taken the initiatives towards any action on the partof any executive which may fall under the ambit of ‘Sexual Harassment at workplaceand is fully committed to uphold and maintain the dignity of every women working in thepremises of the Company. The Policy provides for protection against sexual harassment ofwoman at workplace and for prevention of such complaints.

Number of complaints pending as on the beginning of the period - NIL
Number of complaints filed during the financial period - NIL
Number of complaints pending as on the end of the period - NIL

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-2".

AUDITORS

Statutory Auditor and Their Report

M/s Dharam Taneja Associates. Chartered Accountants were appointed as the StatutoryAuditors of the Company in the 42ndAGM to hold office for a period of fiveyears i.e. from the conclusion of 42nd AGM till the conclusion of the 47thAGM.

The Company has received a certificate from the said Auditors that they are eligible tocontinue and hold office as the Auditor of the company. Their payment of remuneration tobe confirmed and approved in the ensuing Annual General Meeting.

There are no qualifications or adverse remarks in the Auditor's Report which requireany clarification/explanation. The notes on financial statements are statements areself-explanatory and needs no further explanation.

Secretarial Auditor and Their Report

As required under section 204 of the Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company is required to appoint aSecretarial Auditor for auditing secretarial and related records of the Company.Accordingly M/s Parveen Rastogi & Co. Practicing Company Secretaries were appointedas Secretarial Auditor for carrying out the secretarial audit of the Company for theFinancial Year 2020-21. The Secretarial Audit report for the financial year ended 31stMarch 2021 is annexed with the Board's report as Annexure 3.

Internal Auditor

M/s Sumit Shoundik& Co. Internal Auditor of the Company for the F.Y. 2021-22according to Section 138 of the Companies Act read with Companies (Accounts) Rules 2014to carry out the roles and responsibilities during the current financial year which are asfollows:

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

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

? Evaluated information security and associated risk exposures.

? Evaluated regulatory compliance program with consultation from legal counsel.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year under review the Company has not given loan Guarantees or investedunder Section 186 of the Companies Act 2013 read with Companies (Meetings of Board andits Powers) Rules 2014.

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

Your directors confirm that no significant and/or material order(s) had been passedagainst the Company during the financial year 2020-21which may adversely impact the statusof ongoing concern and operations in future of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS 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 2021. 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's Promoters DirectorsManagement or their relatives which could have had a potential conflict with theinterests of the Company. Form AOC-2 containing the note on the aforesaid related partytransactions is enclosed herewith as

"Annexure-4".

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 THE ANNUAL RETURN

The extract of the annual return i.e. Form MGT 9 as prescribed under sub-section (3)of section 92 of the Companies Act 2013 read with Rule 12 of Companies (Management andAdministration)

Rues 2014 shall form part of the Board's report and are attached herewith as Annexure-5 to this report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the criteria as laid down under Section 135 of theCompanies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules2014 therefore there was no requirement to constitute and formulate a committee underCorporate Social Responsibility.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In pursuance to section 134 of the Companies Act 2013 comments are required inrelation to Conservation of Energy Technology Absorption as the company is engaged inmanufacturing activities. The details forming part of the extract of Conservation ofEnergy Technology Absorption and Foreign Exchange and Outgo are annexed herewith as Annexure6.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The notes on account referred to in Auditor's Report are self-explanatory andtherefore do not call for any further comments under Section 134 of the Companies Act2013 read with the Companies (Accounts) Rules 2014. The Secretarial Audit Report containsfollowing observations along with management reply:

S. No. Observations Management Reply
1. ? Regulation 34 of SEBI (LODR) Regulations 2015 the Company did not upload the Annual Report of the Company for the Financial Year 2019-20 within time at BSE portal. The Management informed that such delay occurred due to Non-Function of BSE site.
2. ? Regulation 29(2) & 29(3) of SEBI (LODR) Regulations 2015 the Company did not furnish prior intimation to BSE about the meeting of the Board of Directors for approving Financial Results for the QUARTER ENDED 30TH June 2020 on time. The Management informed that such delay occurred due to Inadvertence. The Management assure that such mistake will not occur in future.
3. ? Regulation 6(1) of SEBI (LODR) Regulations 2015 the Company did not have a Company Secretary and Compliance officer for the quarter ended March 2020. The Management informed that the Company was unable to find suitable candidate for the post of Company Secretary and Compliance officer.

 

NOTE: BSE had levied monetary fines for non-compliances under Regulation 34 Regulation29(2) & 29(3) and Regulation 6(1) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 in respect of whichthe Company had paid all monetary fines.

LISTING REQUIREMENTS

The equity shares of your Company are listed with the BSE Limited.

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 (CDSL) andNational Securities Depository Limited (NSDL). In view of the numerous advantages offeredby the Depository system

Members are requested to avail the facility for dematerialization of shares either ofthe 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. The said report is part of the annual report as "Annexure-7".

CORPORATE GOVERNANCE

The Company is not required to mandatorily comply with the provision of Regulation 17to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as its equity share capital is less than Rs.10 Crore and Net Worth is not exceedingRs.25 Crores as on the last day of the previous financial year.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the Annual Accounts of the Company forthe year ended 31st March 2021that: i. In the preparation of the accounts theapplicable accounting standards have been followed with proper explanation relating tomaterial departures;

ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year ended 31stMarch 2021 and of the profit of the Company for that year;

iii. The Directors had taken proper and sufficient care was taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv. The Directors have prepared the Annual Accounts on a "going concern"basis;

v. The Directors being a Listed Company had laid down internal financial controls tobe followed by the company and that such internal financial controls are adequate and wereoperating effectively.; and

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

DETAILS OF FRAUD REPORTED BY AUDITORS

No fraud has been noticed or reported by the Auditors including cost auditor andsecretarial auditor of the Company as per Section 134 (3) (ca) of the Companies Act 2013read with Companies (Amendment) Act 2015.

CHIEF FINANCIAL OFFICER AND MANAGING DIRECTOR CERTIFICATE

In terms of the requirement of the Regulation 17(8) of the SEBI (Listing Obligation& Disclosure Requirements) Regulation 2015 the certificate from Managing Directorand Chief Financial Officer obtained and is attached in the said annual report.The saidcertificate is part of the annual report as "Annexure-8".

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 under objection arereturned within two weeks. All request for dematerialization of shares are processed iffound in order and confirmation is given to the respective depositories that is NationalSecurities Depositaries Ltd (NSDL) and Central Depositories Services Ltd (CDSL) within 15days.

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

In compliance of the provisions of SEBI (Prohibition of Insider Trading) Regulations2015 the

Company has formulated "Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information" and "Code of Conduct to RegulateMonitor and Report Trading by Insiders". "Code of Practices and Procedures forFair Disclosure of Unpublished Price Sensitive Information" prescribes the frameworkfor fair disclosure of events and occurrences that could impact price discovery in themarket for securities of the Company and "Code of Conduct to Regulate Monitor andReport Trading by Insiders" has been formulated to regulate monitor and reporttrading by employees and other connected persons of the Company.

ACKNOWLEDGEMENT

The Company would like to thank all of its Stakeholders including inter aliaSuppliers vendors Investors and Bankers and appreciation to all its customers for theirconsistent abiding support throughout the year. Your Company also records itsappreciation of the contributions made by employees at all levels. Their commitmentcooperation and support are indeed the backbone of all endeavours of the Company

By Order of the Board

For AUTO PINS (INDIA) LIMITED

Place: Delhi

Date:02.09.2021

Sd/- Sd/-
RAJBIR SINGH SUBHASH JAIN
MANAGING DIRECTOR DIRECTOR
DIN: 00176574 DIN: 00176493
9 SOUTHERN AVENUE D 682 SECTOR-I DOCTOR
MAHARANI BAGH NEW AMBEDKER NAGAR NEW
DELHI - 110065 DELHI - 110062

.