Auto Pins (India) Ltd.
|BSE: 531994||Sector: Auto|
|NSE: N.A.||ISIN Code: INE706C01028|
|BSE 00:00 | 27 Oct||Auto Pins (India) Ltd|
|NSE 05:30 | 01 Jan||Auto Pins (India) Ltd|
|BSE: 531994||Sector: Auto|
|NSE: N.A.||ISIN Code: INE706C01028|
|BSE 00:00 | 27 Oct||Auto Pins (India) Ltd|
|NSE 05:30 | 01 Jan||Auto Pins (India) Ltd|
TO THE MEMBERS OF AUTO PINS (INDIA) LIMITED
Your Directors have pleasure in presenting their Forty Fourth Annual Reporttogether with the Audited Financial Statement of the Company for the Year ended March 312019.
The financial highlights for the period under review are as follows:
(Rs. in Lakhs)
* Previous year figures have been regrouped/re-arranged wherever necessary as per IndAS
STATE OF COMPANY'S AFFAIRS
The Company has adopted IND-AS from April 01 2017. The financial statements have beenprepared as per the IND-AS prescribed by the Institute of Chartered Accountants of India(ICAI).
The overall performance for the financial year ended 31st March 2019 was satisfactory.The profits of company earned during the year was amounted to Rs. 6299000/-. Howeveryour Directors are confident that the company will do much better in future and trying itslevel best to further improve its performance.
No dividend on equity shares has been recommended by the Board for the year ended 31stMarch 2019 considering the future plans of the Company.
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.
(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 the issued subscribed and Paid-up Share Capital of the company.
During the financial year 2018-19 the Company has not transferred any amount to itsReserves and Surplus.
SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE AND FINANCIALPOSITION
Your company has holding company namely M/s Mystic Woodart Private Limited as on March31 2019 and holds 55.24% shares (3152500) in your company. The details of the HoldingCompany are as follows:
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 theinternal control and monitors them in accordance with policy adopted by the company.Company continues to ensure proper and adequate systems and procedures commensurate withits 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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 and as per the Articles ofAssociation of the Company Mr. Subhash Jain will retire by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible offers himself for re-appointment asDirector liable to retire by rotation.
Mr Nand Kishore Sharma (DIN 02207148) Independent Director whose period of Officeexpiring on 31st December 2019 who has submitted a declaration that he meetsthe criteria of independence under Section149(6) of the Companies Act2013 and who iseligible for re-appointment for the next term of five consecutive years under theCompanies Act2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulation2015 and in respect of whom the Company has received a notice in writing from amember proposing his re-appointment to the office of Independent Director be and is herebyreappointed as an Independent Director of the Company not subject to retirement byrotation for a term of 5 (Five) consecutive years effective 31.12.2019.
Key Managerial Personnel (KMP):
During the period Ms. Manisha Goswami has been appointed as Company Secretary andCompliance officer of the Company w.e.f. 31st July2018.
During the year Mr. Rajender Singh has resigned from the post of Chief FinancialOfficer of the Company w.e.f. 1st October 2018 and consequent to hisresignation Mr. Charnjeet Singh was appointed as Chief Financial Officer of the Companyw.e.f. 01.10.2018.
However during the year under review Mr. Charanjeet Singh tender his resignation w.e.f.20.12.2018 and Ms. Shweta Bhatnagar has been appointed as Chief Financial Officer of theCompany w.e.f. 31st March 2019.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from both the Independent Directorsin accordance with Section 149(7) of the Companies Act 2013 that they meet the criteriaof independence 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 2018-19 Ten (10) Board Meeting were convened and held as on30.05.2018 05.06.2018 31.07.2018 14.08.201831.08.201801.10.201814.11.201819.01.2019 14.02.2019 and 31.03.2019. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013 and the SEBI (LODR) Regulations 2015
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".
[(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.
During the financial year 2018-19 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:
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 independent directors comprising of Mr. Ravi Kumar(Chairman of Committee) Mr. Nand Kishore Sharma and Ms. Shilpy Chopra.
During the financial year 2018-19 the Committee met thrice. The details of themeetings held and the attendance there at of the Members of the Nomination andRemuneration Committee are as detailed herein below:
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 LODR. The Committee comprises of Mr.Ravi Kumar as Chairman and Mr. Nand Kishore Sharma and Ms. Shilpy Chopra as members of theCommittee. It looks after the stakeholders grievances and redressal of investors'complaints related to transfer of shares non receipt of balance sheet non receipt ofdividend etc.
During the financial year 2018-19 the Committee has met once in the year. The detailsof the meeting held and attendance there at of the Members of the Stakeholders'Relationship Committee are as detailed herein below:
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 atleast one meeting in a year withoutthe attendance of non-independent directors and members of management. Accordingly aseparate meeting of Independent directors was held on Wednesday March 20 2019 inter aliato discuss and review the performance of non-independent directors and the board as awhole: review the performance and to assess the quality quantity and timeliness of flowof information. The independent directors have handed over the proceedings of the meetingto the Managing Director of the Company.
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:
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.
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".
The auditor M/s Dharam Taneja Associates. Chartered Accountants Statutory Auditorswas appointed in the 42nd AGM to hold office for a period of five years fromthe conclusion of 42nd AGM till the conclusion of the 47th AGM.
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.
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 wasappointed as Secretarial Auditor for carrying out the secretarial audit of the Company forthe Financial Year 2018-19. The secretarial audit report for the financial year ended 31stMarch 2019 is annexed with the Board's report as Annexure 3.
M/s Sanjay Rawal & Co. Internal Auditor of the Company for the F.Y. 2019-20according 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 theorganisation'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.
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 TRIBUNALS IMPACTING 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 2018-19 which may adversely impact thestatus of 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 2019. 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-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 No 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 of Energy TechnologyAbsorption is annexed herewith as Annexure 6.
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 does notcontain/ contains any qualification reservations or other remarks.
The equity shares of your Company are listed with the BSE Limited.
(Annual Listing Fee for the Financial Year 2019-20 has been paid by the company to theabove Stock Exchange)
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 to dematerializationof shares 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. The said report is part of the annual report as "Annexure-7".
The Company is not required to mandatorily comply with the provision of Regulation 17to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations 2015) as its equity share capital is less than Rs.10 Crore andNet Worth is not exceeding Rs.25 crores as on the last day of the previous financialyear.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that in the preparation of the Annual Accounts of the Company forthe year ended 31st March 2019 that: i. In the preparation of the accountsthe applicable 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 2019 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 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 had been obtained and is attached in the said annual report.
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.
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