Automobile Products of India Limited
Your Directors have pleasure in presenting their Sixty-Sixth Annual Report togetherwith the Audited Financial Statement for the financial year ended 31st March2017.
1) FINANCIAL HIGHLIGHTS:
| || ||(Rs. In Lacs) |
| ||2016-2017 ||2015-2016 |
|Revenue from operations / Other Income ||443.11 ||272.37 |
|Less: Expenditure ||441.33 ||249.92 |
|Profit/(Loss) before tax ||1.78 ||22.45 |
|Less: Tax Expenses || || |
|- Current Tax ||2.01 ||4.28 |
|- Earlier period taxation ||(0.002) ||(0.01) |
|- Deferred Tax ||(0.02) ||(0.01) |
|Profit/(Loss) after tax ||(0.21) ||18.19 |
|Add :- Profit/[Loss) brought forward from previous year ||(1512.26) ||(1530.24) |
|Balance Carried to the Balance Sheet ||(1512.26) ||(1512.05) |
Your Company posted a Turnover/Income of Rs. 443.11 Lacs during the financial yearended 31st March 2 017 as compared to Rs. 272.37 Lacs in the previous year.The Company has incurred loss of Rs. 0.20 Lacs in the year under review as compared to theprofit of Rs. 18.19 lacs in Previous Year 2015-16. Your company has been evaluatingvarious other business opportunities to improve the financial health of the Company.
3) MANAGEMENT DISCUSSION AND ANALYSIS:
Your company is focusing on various opportunities in businesses like trading in thecommodities vehicle management services wherein the company is providing end to end solutfjns for acquisition of the vehicle by the client and assisting in further servicing andmaintenance of the vehicles. Your Company started the ticketing business of providing theinternational and domestic ticketing for the international and domestic travels by variousclients during the year under review. Your company has also rendered the real estaterelated consultancy services.
In view of the accumulated losses your Directors do not recommend payment of anydividend on equity shares.
5) EXTRACTS OF ANNUAL RETURN:
The details forming part of the extracts of the Annual Return in Form MGT-9 are annexedherewith as Annexure-A.
6) BOARD AND COMMITTEE MEETINGS:
i) BOARD MEETINGS:
During the year under review five meetings of the Board of Directors were held on May26 2016; June 24 2016; August 10 2016; November 14 2016 and February 10 2017. Theattendance of Director(s) at the meetings of the Board of Directors during the financialyear ended March 312 017 are as under:
|Name of Director(s) ||Status ||No. of Board Meeting(s) attended during the year |
|Shri. Shyam Agarwal ||Non Executive Director ||5 |
|Shri Siddharth S Agarwal ||Non Executive Director ||3 |
|Smt. Priti Kataria ||Independent Non Executive Director ||4 |
|Shri Ramnivas Saboo ||Independent Non Executive Director ||5 |
ii) AUDIT COMMITTEE MEETINGS:
During the year under review four meetings of the Audit Committee were held on May262016; August 102016; November 14 2016 and February 10 2017. The attendance ofMember(s) at the meetings of the Audit Committee during the financial year ended March 312017 are as under:
|Name ||Status ||Category ||No. of Meeting(s) attended during the year |
|Shri Ramnivas R. Saboo ||Chairman ||Independent Non Executive Director ||4 |
|Smt. Priti P. Kataria ||Member ||Independent Non Executive Director ||3 |
|Shri Siddharth Agarwal ||Member ||Non Executive Director ||3 |
iii) NOMINATION & REMUNERATION COMMITTEE MEETINGS:
During the year under review three meetings of the Nomination and RemunerationCommittee were held on May 262016; June 242016; November 142016. The attendance ofMember(s) at the meetings of the Nomination and Remuneration Committee during thefinancial year ended March 312017 are as under:
|Name ||Status ||Category ||No. of Meeting(s) attended during the year |
|Smt Priti P. Kataria ||Chairperson ||Independent Non Executive Director ||2 |
|Shri Ramnivas R. Saboo ||Member ||Independetnt Non Executive Director ||3 |
|Shri Shyam Agarwal ||Member ||Non Executive Director ||3 |
iv) STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS:
During the year under review three meetings of the Stakeholders Relationship Committeewere held on July 112016; November 142016; February 102017. The attendance of Member(s)at the meetings of the Stakeholders Relationship Committee during the financial year endedMarch 312017 are as under:
|Name ||Status ||Category ||No. of Meeting(s) attended during the year |
|Shri. Shyam Agarwal ||Chairman ||Non Executive Director ||3 |
|Shri. R. R. Saboo ||Member ||Independent Non Executive Director ||3 |
|Smt. Priti Kataria ||Member ||Independent Non Executive Director ||3 |
v) INDEPENDENT DIRECTORS' MEETING:
In Compliance with Schedule IV of the Companies Act 2013 the Independent Directorsheld their meeting without the attendance of Non-Executive Directors and members ofmanagement to inter alia:
i) Review the performance of Non-Independent Directors and the Board as a whole.
ii) Assess the Quality Quantity and timeliness of flow of Information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
7) WHISTLE BLOWER POLICY/VIGIL MECHANISM:
In pursuance of the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. Thus Whistle Blower Policy/Vigil mechanism provides a mechanism for theDirectors/employees to report violations without fear of victimization of any unethicalbehavior suspected or actual fraud and violation of Code of conduct etc. which aredetrimental to the organizations 's interest.
The Directors and Employees of the Company will have direct approach to the Chairman ofthe Audit Committee to report about any grievances.
8) DIRECTORS'RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134 (5] of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:-
I) that in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards have been followed along and there are nomaterial departures from the same;
ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company and of the loss of theCompany for the year under review;
iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) that the Directors have prepared the annual accounts for the year ended 31st March2 017 on a 'going concern' basis.
v) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi) that Directors had devised proper systems to ensure compliances with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
i) Independent Directors:
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
ii) Retirement by Rotation:
In accordance with Section 152 of the Companies Act 2013 Shri Shyam Agarwal retiresby rotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment. The B oard recommends his re-appointment to the Members.
10) KEY MANAGERIAL PERSONNEL:
During the year under review Mr. Prashant Parekh resigned from the post of CompanySecretary from 18th January 2017 and Mr. Pradeep Vyas resigned from the post of Chiefexecutive Officer fro m 3 0th April 2 017. In pursuance and Compliance of theprovisions of section 203 of the Companies Act 2013 read with rule 8 and 8A of TheCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 Mr. AjithKathariya was appointed as Chief Executive Officer and Ms. Palak Tolia was appointed asCompany Secretary and Compliance Officer of the Company with effect from 06thApril 2017.
11) FORMULATION OF POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIRREMUNERATION:
The Nomination and Remuneration Committee recommended and Board approved the policy forselection of appointment of Directors and their remuneration and Policy relating to theremuneration for the Directors KMP and other employees. The key provisions of this policyare as follows:
i) Criteria of selection of Non-Executive Directors:
a. The Non-Executive Directors shall be of high integrity with relevant expertise andexperience so as to have a diverse Board.
b. In case of appointment of Independent Directors the Committee shall satisfy itselfwith regard to the independence of the Directors vis-a-vis the Company so as to enable theBoard to discharge its function and duties effectively.
c. The Committee shall ensure that the candidate identified for appointment as aDirector is not disqualified for appointment under Section 164 of the Companies Act 2013.
d. The Committee shall consider the following attributes / criteria whilstrecommending to the Board the candidature for appointment as Director:
i. Qualification expertise and experience of the Directors in their respective fields;
ii. Personal Professional or business standing;
e. In case of re-appointment of Non-Executive Director the Board shall take intoconsideration the performance evaluation of the Director and his or her engagement level.
The Non-Executive Directors may be paid remuneration by way of sitting fees forparticipation in the Board / Committee meetings and commission as may be decided by theBoard from time to time.
12) SUBSIDIARY/IOINT VENTURE/ASSOCIATE COMPANIES:
The Company does not have any Subsidiary J oint Venture Associate Companies.
13) SUSTAINABLE DEVELOPMENT:
The Business Responsibility Reporting (BRR) as part of the Annual Report as required byRegulation 34(2) (f) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is not applicable to your Company for the financial year ended on 31stMarch 2 017.
14) SIGNIFICANT AND MATERIAL ORDER:
There was no order passed by any regulator or court or tribunal impacting the goingconcern status and Company's Operations.
15) INTERNAL FINANCIAL CONTROLS:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of Company's business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.
16) AUDITORS STATUTORY AUDITORS:
M/s. S G C 0 & Co. LLP Chartered Accountants Mumbai (ICAI Registration No.112081W) had been appointed as Statutory Auditors of the Company at the Annual GeneralMeeting held on 27th September 2014 for a period of 5 years subject toratification by members at every consequent Annual General Meeting. Statutory Auditorshave given their consent and have confirmed that they are eligible and willing to carryout the audit for the financial year 2017-18. Therefore the Directors seek theratification of appointment of Statutory Auditors from the Members of the Company at theensuing Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed Shri Yogesh Singhvi Practicing Company Secretary to carry out thesecretarial audit of the Company for the Financial Year ended 31st March 2017.The Secretarial Audit Report is annexed herewith as "Annexure B."
As regards to the observation of the Secretarial Auditor your Company would like tostate that the Company is in process of getting revocation of suspension in trading by BSEand getting its shares dematerialized.
M/S Harish K. Kothari & Co. Chartered Accountants Mumbai (ICAI Registration No.127830W) performs the duties of Internal Auditors of the Company.
17) EMPHASIS OF MATTERS BY AUDITOR IN AUDIT REPORT:
With regards to the Emphasis of matters made by Auditors in their Audit Report aboutpresentation of accounts on principles of going concern despite complete erosion of NetWorth of the Company during the year under review Directors would like to state that theHolding Company of the Company has indicated its intention to extend the financial supportto maintain the Company as a going concern.
The detail of same is given in Note no. 31 of the financial statement annexed hereto.
18) PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:
Your Company has not given any Loan or any Guarantee and has not made any investmentsin securities which are covered under the provisions of Section 186 of the Companies Act2013.
19) RELATED PARTY TRANSACTIONS:
There were no related party transactions covered under Section 188 of the Companies Act2013 entered into by the Company during the year.
20) MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments that may affect the financial position ofthe Company from the date of Balance sheet till date of this report.
21) INFORMATION AS REQUIRED UNDER SECTION 134 f31 fml of the Companies Act. 2013:
I) Conservation of Energy:
Your company is making its all efforts to conserve the energy.
ii) Technology Absorption:
No new technology absorption has been made during the financial year 2016-17.
iii) Foreign Exchange Earnings and Outgo:
There were no Foreign exchange earnings and outgo during the Financial Year 2016-17.
22) BUSINESS RISK MANAGEMENT:
The Company has formulated Risk Management Policy and main objective of this policy isto ensure sustainable business growth with stability and to promote a pro-active approachin reporting evaluating and resolving risks associated with the business. In order toachieve the key objectives the policy establishes a structured and disciplined approachto Risk Management in order to guide decisions on risk related issues.
23) pn^C DEPOSITS:
During this year under review the Company has not accepted any deposit within themeaning of Sectjc:i 73 and 75 ofthe Companies Act 2013.
24) CORPORATE SOCIAL RESPONSIBILITY:
Since the Company does not meet the prescribed threshold provisions of Section 135 ofthe Companies Act 2013 are not applicable to the Company.
25) FORMAL ANNUAL EVALUATION OFTHE PERFORMANCE OFTHE BOARD:
Pursuant to the provisions of the Section 134 (3) (p) of the Companies Act 2013 theBoard has carried outannual performance evaluation of its own performance the directorsindividually as well the evaluation of the working of its Audit Nomination &Remuneration and Stakeholder Relationship Committees. The Directors expressed theirsatisfaction with the evaluation process.
The performance evaluation of the Non-Independent Directors was carried out by theIndependent Directors.
26) PARTICULARS OF EMPLOYEES:
i) Particulars of Employees within the meaning of Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended are Nil asnone of the Company's employees were in receipt of the remuneration of more than Rs.10200000/- during the year ended 31st March 2017 or more than Rs. 850000/-per monthduring any part of the said year. Further there is no details to be reported as requiredpursuant to Rule 5(2)(iii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 since there was no employee in receipt of remuneration inexcess ofthe limits prescribed therein.
ii) Since none of the Directors have been paid any remuneration there are no furtherdetails to be reported under Section 197 (12) read with applicable Rules under CompaniesAct 2013.
iii) During the year under review there were 3 employees on the rolls of the Companyas on 31st March 2017 whose salary increased by 3% over previous year whereasthe Company incurred loss ofRs. 0.20 Lacs for the year.
iv) Shares of the Company are listed on the Bombay Stock Exchange Limited however theshares of the company are suspended for Trading.
v) The remuneration paid to the employees are as per the remuneration policy of theCompany.
27) CHANGE IN THE NATURE OF BUSINESS. IF ANY:
During the year under review Company has not changed its business.
28) CORPORATE GOVERNANCE:
Pursuant to the Regulation 15(2)(a) of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 Corporate Governance provisions shall not apply to thelisted Companies having Paid up Equity Share Capital not exceeding Rs. 10 Crore and NetWorth not exceeding Rs.25 Crore as on the last day of the previous Financial year.
Since the Company falls under the above criteria compliance with the CorporateGovernance provisions are not applicable to the Company.
29) DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:
The report on Disclosures with respect to Demat suspense account or unclaimed suspenseaccount as stipulated under para F of the Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 are not required to be given as the shares ofthe Company are at present in Physical form. Your Company is taking steps to establish theconnectivity with National Securities Depository Limited (NSDL) and Central DepositoryServices Limited (CDSL).
30) PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Pursuant to the provisions of "The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013" the Company has framed a Policyon Prevention of Sexual Harassment at Workplace. There were no cases reported during theyear under review under the said Policy.
31) DISCLOSURE ON SPECIFIED BANKNOTES:
As per the Notification G.S.R. 308(E) issued by Ministry of Corporate Affairs dated30th March 2017 the details of Specified Bank Notes (SBN) held and transacted during theperiod 08th November 2016 to 30th December 2016 has been disclosed in Note 32of the financial statement annexed hereto.
Your Directors take this opportunity to express their appreciation for the excellentassistance and co-operation received from Government Bodies bankers customers suppliersand distributors.
The Board of Directors wishes to express its gratitude and record its sincereappreciation of the dedicated efforts by all employees.Your Directors are thankful toesteemed shareholders for their support and confidence reposed in the Company.
For and on behalf of the Board
|Place: Mumbai ||SHYAM AGARWAL ||SIDDHARTH AGARWAL |
|Date: 30th May 2017 ||DIRECTOR ||DIRECTOR |
| ||DIN: 00039991 ||DIN:02055700 |