TO THE MEMBERS OF AUTO PINS (INDIA) LIMITED
Your Directors have pleasure in presenting their Forty Second Annual Report togetherwith the Audited Financial Statement of the Company for the Year ended March 31 2017.
The financial highlights for the period under review are as follows:
| || || |
(Rs. in Lakhs)
|Particulars ||31.03.2017 ||31.03.2016 |
|Total Income ||1348.96 ||882.44 |
|Expenditure ||1327.83 ||917.94 |
|Profit before Tax ||21.13 ||-35.5 |
|Less: Tax Expense ||4.03 ||2.08 |
|Profit after Tax ||17.10 ||-37.58 |
|Share Capital ||570.70 ||570.70 |
STATE OF COMPANYS AFFAIRS
During the financial year under review your Company has shown a double digit growth inthe sales / turnover that has increased approximately by 62.70% from INR 828.35 during thelast financial year to INR 1347.76 (excluding other income) in the current financial year.The profit after tax increased from INR (3757738) in the previous year to INR 1710341/- inthe current year.
No dividend on equity shares has been recommended by the Board for the year ended 31stMarch 2017 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.
Out of the profits of Rs. 1710341/- for the financial year whole amount is proposed tobe transferred to the Reserves & 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 2017 and holds 55.24% shares (3152500) in your company. The details of the HoldingCompany 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 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. Subhash Jain joined the company as an Executive Director on 10th August 1989Executive Director aged about 60 years graduated from Delhi University in 1976 andexperience in marketing over 41 years. He has more than two decades of experience in themarketing. He has expert knowledge in the products manufactured by Auto Pins (India) Ltd.and Sirocco Pressings Pvt. Ltd. and its utilization in market. Currently he is holdingdistributorship of the company in Delhi and surrounding area of Sirocco Pressings Pvt.Ltd.
Further in the meeting of the Board of Directors of the Company held on 24th August2017 due to certain commitments and other pre-occupations Mr. Kulbir Singh has tenderedhis resignation from the post of directorship of the Company and that he has been relievedof the responsibilities as a non executive & Independent Director of the Company witheffect from 24th August 2017. The Board placed on record its appreciation of the long andconscientious service rendered by Mr. Kulbir Singh as a non executive & IndependentDirector. In place of Mr. Kulbir Singh pursuant to section 149 and regulation 17 (1) (b)read with regulation 25 (6) of SEBI Listing Regulations 2015 and at the recommendation ofthe
Nomination and Remuneration Committee the board approved the appointment of Mr. RaviKumar as an additional director and non executive Independent Director in its meetingheld on 24th August 2017.
Mr. Ravi Kumar Non- Executive & Independent Director is post graduated from UtkalUniversity Odisha and has rich experience in marketing of automobiles over 25 years. Heholds expertise in marketing purchasing brand launching sales promotion conductingseminars conferences and dealers motivation etc. Presently he is a member of Board ofDirector of Auto Pins (India) Ltd.
Key Managerial Personnel (KMP):
During the period Mr. Rajender Singh has been appointed as Chief Financial Officer ofthe Company w.e.f 27th May 2016. Further Ms. Siddhi Jain has resigned from the post ofCompany Secretary of the Company w.e.f. 14th February 2017 and consequent to herresignation Ms. Vidushi Mittal has been appointed as Company Secretary of the Companyw.e.f 14th February 2017.
Further details regarding Board of Directors are given in the Corporate GovernanceReport forming part of this Directors Report.
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
The details of the Board meetings along with the committee meetings held during theyear along with the attendance of the respective Directors thereat are set out in theCorporate Governance Report forming part of this Annual Report.
EVALUATION OF THE BOARDS 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.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The criteria for Directors 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".
CONSTITUTION OF AUDIT COMMITTEE [(Regulation 18 of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015]
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 five times during the year. As of the date of this report the Committee iscomprised of three directors namely Mr. Kulbir Singh Mr. Nand Kishore Sharma IndependentDirectors and Mr. Subhash Jain Director of the Company. The details of term of referenceof the Committee member dates of meeting held and attendance of the Directors are givenseparately in the Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE [(Regulation 19 of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015]
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. Kulbir Singh (Chairman of Committee) Mr. Nand Kishor Sharmaand Ms. Shilpy Chopra. The details of term of reference of the Committee member dates ofmeeting held and attendance of the Directors are given separately in the CorporateGovernance Report.
STAKEHOLDER RELATIONSHIP COMMITTEE [(Regulation 20 of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015
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.Kulbir Singh as Chairman and Mr. Nand Kishore Sharma and Ms. Shilpy Chopra as members ofthe Committee. It looks after the stakeholders grievances and redressal of investorscomplaints related to transfer of shares non receipt of balance sheet non receipt ofdividend etc. The details of meetings and their attendance are included in CorporateGovernance Report.
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) 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 Companys 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 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. 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 2015] ||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 Companys 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 Companys website. |
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 thepart of any executive which may fall under the ambit of Sexual Harassment atworkplace and is fully committed to uphold and maintain the dignity of every womenworking in the premises of the Company. The Policy provides for protection against sexualharassment of woman 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
The auditor M/s Sanjay Rawal & Co. Chartered Accountants retire at the ensuingAnnual General Meeting. Pursuant to Section 139 of the Act read with the Companies (Auditand Auditors) Rules 2014 and in line with recommendation made by Audit Committee theBoard of Directors has recommended appointment of Messers Dharam Taneja AssociatesChartered Accountants having office at 13/17 Punjabi Bagh Extension New Delhi - 110026as Auditors in place of M/s Sanjay Rawal & Co Chartered Accountant to the members inforthcoming Annual General Meeting. They have furnished their consent and requisitecertificate pursuant to the Act in respect of their proposed appointment.
Based on the recommendations of Audit Committee the Board of Directors of the companyrecommends the appointment of M/s. Dharam Taneja Associates Chartered Accountants asStatutory Auditors of the Company in place of the retiring auditor M/s Sanjay Rawal &Co. from the conclusion of the this Annual General Meeting till the Conclusion of 47thAnnual General Meeting to be held in the year 2022.
The board has re-appointed Mr. KSNM & Associates. Cost Accountant havingMembership Number 34184 for the Financial Year 2017-18.
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 2016-17. The secretarial audit report for the financial year ended 31st March2017 is annexed with the Boards report as Annexure 3.
M/s Arora Prem & Associates having its office at New Delhi was appointed asInternal Auditor of the Company for the F.Y. 2016-17 according to Section 138 of theCompanies Act read with Companies (Accounts) Rules 2014 to carry out the roles andresponsibilities 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.
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 TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
Your directors confirm that no significant and/or material order(s) had been passedagainst the Company during the financial year 2016-17 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 2017. Thesetransactions entered were at an arms length basis and in the ordinary course ofbusiness.
There were no materially significant related party transactions with the CompanysPromoters 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 Companys website.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return i.e. Form MGT 9 as prescribed undersub-section (3) of section 92 of the Companies Act 2013 read with Rule No 12 of Companies(Management and Administration) Rues 2014 shall form part of the Boards report andare 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 Auditors 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 not contain/ contains any qualification reservationsor other remarks.
The equity shares of your Company are listed with the BSE Limited.
(Annual Listing Fee for the Financial Year 2017-18 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 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 theSEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Management Discussion and Analysis report isappendedherein. 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.
However your Company believes in adopting best practices of corporate governance.Corporate Governance principles are enshrined in the spirit of company which forms thecore values of the company. These guiding principles are also articulated through thecompanys code of business conduct corporate governance guidelines charter ofvarious sub committees and disclosure policy. The said report is part of the annual reportas "Annexure-8"
DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm that in the preparation of the Annual Accounts of the Company forthe year ended 31st March 2017 that:
i. In the preparation of the accounts the applicable accounting standards have beenfollowed with proper explanation relating to material 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 ended31st March 2017 and of the profit of the Company for that year; iii. the Directors hadtaken proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other 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 FairDisclosure of Unpublished Price Sensitive Information" and "Code of Conduct toRegulate Monitor and Report Trading by Insiders". "Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information" prescribesthe framework for fair disclosure of events and occurrences that could impact pricediscovery in the market for securities of the Company and "Code of Conduct toRegulate Monitor and Report Trading by Insiders" has been formulated to regulatemonitor and report trading 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 endeavors of the Company
| ||By Order of the Board |
| ||For AUTO PINS (INDIA) LIMITED |
|Place: Delhi || |
|Date: 01/09/2017 || |
|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 |