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Automobile Products of India Ltd.

BSE: 505032 Sector: Others
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Automobile Products of India Ltd
NSE 05:30 | 01 Jan Automobile Products of India Ltd

Automobile Products of India Ltd. (AUTOPRODINDIA) - Director Report

Company director report

To The Members

Automobile Products of India Limited

Your Directors are delighted in presenting their Seventieth (70th) AnnualReport together with the Audited Financial Statement for the financial year ended 31stMarch 2021.

1) FINANCIAL HIGHLIGHTS:

(Rs. in Lakh)

Particulars 2020-21 2019-20
Rs. Rs.
Revenue from Operations 17.00 17.52
Other Income* 35.66 1647.43*
Total Income 52.66 1664.95
Less Expenditure: 167.88 148.04
Profit/(Loss) before tax (115.22) 1516.91
Less: Tax Expenses:
- Current Income Tax - 352.55
- Earlier Year Tax 379.14 0.24
- Deferred Tax (0.36) 67.63
Profit/(Loss) after tax (494.00) 1096.49

*Other Income includes Rs. 1616.07 in respect of profit on sale of land a non-currentasset held for sale. Please refer note no. 25 of the financial statements annexed hereto.

2) MANAGEMENT DISCUSSION AND ANALYSIS a. Review of Operations:

During the year review the Revenue from Operations stood at Rs. 17.00 Lakhs as againstRs. 17.52 Lakhs for the previous year.

The Company reported a loss before tax of Rs. 115.22 Lakhs in the year under review ascompared to the profit before tax of Rs. 1516.91 Lakhs in the previous year.

b. Future Outlook:

Your Company has very limited operations and with limited access to equity as well asborrowed funds the availability of growth opportunities are minuscule. Nevertheless theCompany is focusing on various opportunities in businesses like vehicle managementservices trading in goods especially targeting B to B segment etc. Your Company istargeting to increase its focus in services sector which is growing at faster pace ascompared to other sectors.

However your Company is exploring various business opportunities/ alternatives inorder to make operations profitable and would be finalised/implemented upon reachingnormalcy from current uncertain situations.

Your Directors would like to inform that due to ongoing Covid-19 pandemic and resultantlockdown and quarantine measures have impacted economic activities in most of thecountries including India. In preparation of these financial statements the Company hastaken into account internal and external sources of information to assess possible impactsof the pandemic including but not limited to assessment of liquidity and going concern.Based on current indicators of future economic conditions the Company has sufficientliquidity and does not foresee any adverse impact on realizing the carrying amount of itsassets and meeting its liabilities as and when they fall due. Considering the evolvingnature of the pandemic its actual impact in future could be different from that estimatedas at the date of approval of these financial statements. The Company will continue tomonitor any material changes to future economic conditions.

3) DIVIDEND:

In view of loss incurred during the year and brought forward losses your Directors donot recommend payment of any dividend on equity shares.

4) RESERVES:

During the year under review no amount has been transferred to reserves.

5) ANNUAL RETURN: a) WEB-LINK OF ANNUAL RETURN:

The Annual Return of the Company as on March 31 2021 is available on the Company'swebsite and can be accessed at www.apimumbai.com.

b) EXTRACTS OF ANNUAL RETURN:

Pursuant to the Companies (Management and Administration) Amendment Rules 2021notified vide notification no. G.S.R. 159(E). dated 05th March 2021 the Company is notrequired to prepare Form MGT-9 i.e. details forming part of the extracts of the AnnualReturn.

6) BOARD AND COMMITTEE MEETINGS: a) Board Meetings:

During the financial year under review Four (4) meetings of the Board of Directorswere held on the following dates in due compliance with the Companies Act 2013(‘the Act') and Secretarial Standard 1:

Apr June July Sep Oct Dec Jan Mar
29-July-20 30-July-20 06-Nov-20 14-Feb-21

The attendance of Director(s) at the meeting of the Board of Directors was as under:

Sr. No Name of Director(s) Status No. of Board Meetings attended during the year
1. Shri. Shyam Agarwal Director 2
2. Shri Siddharth S Agarwal Director 2
3. Smt. Priti Kataria Independent Director 4
4. Shri Devesh Bhatt Independent Director 4

b) Audit Committee Meetings:

The Audit Committee presently comprises of the following Directors:

Sr. No. Names of the Members Designation Category
1. Shri Devesh Bhatt Chairman Independent Director
2. Smt. Priti P. Kataria Member Independent Director
3. Shri Siddharth Agarwal Member Director

During the year under review four (4) meetings of the Audit Committee were held on thefollowing dates:

Apr June July Sep Oct Dec Jan Mar
29-July-20 30-July-20 06-Nov-20 14-Feb-21

The attendance of Committee Members at the meetings of the Audit Committee held duringthe financial year ended 31st March 2021 was as under:

Sr. No. Name of the Members No. of Committee Meetings attended during the year
1. Shri Devesh Bhatt 4
2. Smt. Priti P. Kataria 4
3. Shri Siddharth Agarwal 2

All the recommendations made by the Audit Committee were accepted by the Board.

c) Nomination & Remuneration Committee Meetings:

The Nomination and Remuneration Committee (‘NRC') presently comprises of thefollowing Directors:

Sr. No. Names of the Members Designation Category
1. Smt Priti P. Kataria Chairperson Independent Director
2. Shri Shyam Agarwal Member Director
3. Shri Devesh Bhatt Member Independent Director

During the year under review one (1) meetings of the NRC were held on the followingdates:

Apr June July Sep Oct Dec Jan Mar
29-July-20 - - -

The attendance of Committee Members at the meetings of NRC held during the financialyear ended 31st March 2021 was as under:

Sr. No. Name of Members No. of Committee Meetings attended during the year
1. Smt Priti P. Kataria 1
2. Shri Shyam Agarwal -
3. Shri Devesh Bhatt 1

d) Stakeholders Relationship Committee Meetings:

The Stakeholders Relationship Committee (‘SRC') presently comprises of thefollowing Directors:

Sr. No Name Status Category
1. Shri Shyam Agarwal Chairman Non Executive Director
2. Smt. Priti Kataria Member Independent Director
3. Shri Devesh Bhatt Member Independent Director

During the year under review one (1) meetings of the SRC was held on the followingdate:

Apr June July Sep Oct Dec Jan Mar
29-July-20 - - -

The attendance of Committee Members at the meeting of SRC held during the financialyear ended 31st March 2021 was as under:

Sr. No. Name of Members No. of Committee Meetings attended during the year
1. Shri Shyam Agarwal -
2. Smt. Priti Kataria 1
3. Shri Devesh Bhatt 1

e) Independent Directors' Meeting:

The Independent Directors held their meeting without the attendance of Non-ExecutiveDirectors and members of management in compliance with Schedule IV of the Act to interalia to:

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 the CompanyManagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.

7) SECRETARIAL STANDARDS (SS-1):

In accordance with Clause 9 of SS-1 the Company has complied with applicableSecretarial Standards during the year under review.

8) WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Act a vigilmechanism for stakeholders 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 unethicalbehaviour suspected or actual fraud and violation of Code of conduct etc. which aredetrimental to the organization's interest.

The Directors and Employees of the Company can directly approach to the Chairman of theAudit Committee to report about any grievances.

9) DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors'Responsibility Statement it is hereby confirmed:

i) that in the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards have been followed and there is nomaterial departure from the same; ii) that the directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of the company forthat period. iii) that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; iv) that the Directors have prepared the annual accounts for theyear ended 31st March 2021 on a ‘going concern' basis. v) that theDirectors had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively; and vi) thatDirectors had devised proper systems to ensure compliances with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

10) DIRECTORS:

During the year under review there was no change in the composition of the Board ofDirectors of the Company.

a) Declaration from Independent Directors:

Your Company has received statements of declaration of Independence from Shri DeveshBhatt (DIN: 08225392) and Smt. Priti P. Kataria (DIN: 00088975) Independent Directors ofthe Company and these Directors have confirmed that they meet the c riteria ofindependence as provided in Section 149(6) of the Act and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

b) Retirement by Rotation:

Shri Shyam Agarwal (DIN: 00039991) Director of the Company retires by rotation at theensuing Annual General Meeting in accordance with the provisions of Section 152 of theAct and being eligible offers himself for re-appointment.

Based on the review and recommendation by the Nomination and Remuneration Committeethe Board recommends his re-appointment to the Members at their ensuing Annual GeneralMeeting.

11) KEY MANAGERIAL PERSONNEL:

Your Company has following Key Managerial Personnel pursuant to the provisions ofSection 203 of the Act:

Sr. No. Name of Key Managerial Personnel Designation
1. Shri Ajith Kathariya Chief Executive Officer
2. Shri Indra Jain Chief Financial Officer
3. Mr. Ankit V. Patel* Company Secretary and Compliance Officer*
4. Ms. Aakanksha Mittal* Company Secretary and Compliance Officer*

*Changes during the year:

Resignation: Ms. Aakanksha Mittal Company Secretary and Compliance Officer of theCompany had resigned with effect from close of business hours of 30thSeptember 2020. The Board has placed its sincere appreciation for the valuable servicesrendered and contribution made by her during her tenure as a Company Secretary.

Appointment: Pursuant to the provisions of Section 203 of the Act and Rule 8 of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 and based onthe recommendations of the Nomination and Remuneration Committee Mr. Ankit Patel Memberof Institute of Company Secretaries of India bearing membership Number A62218 has beenappointed as a Company Secretary and whole-time Key Managerial Personnel of the Companywith effect from 05th October 2020.

Mr. Ajith Kathariya continues to be Chief Executive Officer and Mr. Indra Prasad Jaincontinues to be Chief Financial Officer of the Company.

12) FORMULATION OF POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIRREMUNERATION:

The Nomination and Remuneration Committee recommended and Board approved the policy forappointment and removal of Directors Key Managerial Personnel (‘KMP') SeniorManagement Personnel and other employees and their remuneration is aimed at commitment offostering a culture of high performance in line with its Vision Mission and Values. Thekey principles governing this remuneration policy are as follows:

i) Criteria of Appointment and Removal of Directors KMPs and Senior Management: a. TheNon-Executive Directors shall be of high integrity with relevant expertise and experienceso as to have a diverse Board. b. In case of appointment of Independent Directors theCommittee shall satisfy itself with regard to the independence of the Directors vis-a-visthe Company so as to enable the Board to discharge its function and duties effectively. c.The Committee shall ensure that the candidate identified for appointment as a Director isnot disqualified for appointment under Section 164 of the Act. d. The Committee shallconsider the following attributes/ criteria whilst recommending to the Board thecandidature for appointment as Director: i. Qualification expertise and experience of theDirectors 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.

ii) Remuneration:

The Remuneration Policy (“the Policy”) is in line with aforesaid philosophy.The overall remuneration and practices are endeavored to be aligned and be consistent withthe organization's prevailing/ benchmark practices. The key factors governing formulationof the policy are in line with the provisions of Section 178(4) of the Act.

The Non-Executive Directors may be paid remuneration by way of sitting fees forparticipation in the Board/ Committee meetings based on the recommendation of Nominationand Remuneration Committee and approval of the Board. The Board subject to the complianceof the Act may also consider payment of commission from time to time. With regards toremuneration to persons other than directors the Company follows a holistic remunerationpractice which are consistent with organization's philosophy vision and values and whichsupports to build capacity as well as capabilities of the manpower.

The copy of the aforesaid Policies will be available for inspection of members at theRegistered office of the Company during working hours and on the website of the Company athttp://www.apimumbai.com/investor-relations/policies-and-codes.aspx.

13) HOLDING COMPANY:

Kiyana Real Estate Private Limited is the holding company of the Company.

14) SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:

The Company does not have any subsidiary joint venture associate companies.

15) BUSINESS RESPONSIBILITY REPOPT:

The Business Responsibility Reporting (BRR) as part of the Annual Report as required byRegulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is not applicable to your Company for the financial year ended on 31st March 2021.

16) SIGNIFICANT AND MATERIAL ORDER:

There was no order passed by any regulator or court or tribunal impacting the goingconcern status of the Company and Company's Operations.

17) 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.

18) AUDITORS

a) STATUTORY AUDITORS:

M/s. S G C O & Co. LLP Chartered Accountants Mumbai (ICAI Registration No.112081W/ W100184) the Statutory Auditors of the Company were appointed as the StatutoryAuditors of the Company for a term of four (4) consecutive years upto the conclusion ofthe Annual General Meeting of the Company to be held for the calendar year 2023.

The Company has not received any communication from the Statutory Auditors stating thatthey are disqualified to act as Statutory Auditors of the Company pursuant to sub-section(3) of Section 141 of the Companies Act 2013.

b) SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and Rule 9 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Shri Yogesh Singhvi Practicing Company Secretary to carry out the secretarialaudit of the Company.

The Secretarial Audit Report for the year is annexed herewith as ‘Annexure B' andexplanation to the remarks/observations made by the Secretarial Auditor are as under:

(i) Suspension of Trading:

The Company was in BIFR since 2000 and the trading in the securities were suspendedsince 2002. Further the Company has received an Initial Public Notice dated 19thMay 2018 pursuant to Regulation 22 (3) of the Delisting of Equity Shares Regulations2009 from the Bombay Stock Exchange (BSE) for compulsory delisting of shares since thetrading of the shares were suspended for more than six months. The Company has objectedand duly replied to the BSE and till date no further action has been taken by the BSE

(ii) Dematerialisation:

The Company was in BIFR since 2000 and the capital as per the records is not updated.The Company had approached the BSE for updating the Company's Capital in their recordshowever BSE was not actively supporting the Company for recording the capital changes inspite of repeated submissions. Of late through the Company's persistent efforts andescalation of the issue at the highest level with the BSE the BSE has been positivelyresponding.

(iii) Minimum Public Shareholding:

Upon the update of the multiple capital changes in the records of BSE (as aforesaid)and receipt of capital confirmation letter the equity shares of the Company will beadmitted for dematerialization with NSDL/CDSL. Thereafter the Company will take necessarysteps to comply with minimum public shareholding in terms of Clause 38 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and other compliances relating thereto including the requirements/process stated inapplicable SEBI circular.

(iv) Listing Fees:

Due to covid-19 pandemic and limited operations of the Company there was delay inpayment of listing fees to the BSE.

c) INTERNAL AUDITORS:

M/s. C. R. Mohnot & Co. Chartered Accountants Mumbai (Firm Registration No.144750W) are the Internal Auditors of the Company. They have carried out and dulyconducted internal audit of the function and activities of the Company for the F.Y.2020-21. The findings and observations are appropriately addressed by the Management /Audit Committee / Board and action pertaining thereto are being taken.

19) EMPHASIS OF MATTER MADE BY AUDITORS IN AUDIT REPORT:

With regards to the Emphasis of matter made by the 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 your Directors would like to state thatthe Holding company of the Company has indicated its intention to extend the financialsupport to maintain the Company as a going concern.

The same is also disclosed in Note No. 32 to the financial statements annexed hereto.

Other than the aforesaid Emphasis of matter there are no adverse remarks/observations/ qualifications made by the Auditors in their report for the financial year2020-21.

20) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Your Company has not given any Loan or any Guarantee or provided any security and hasnot made any investments in securities which are covered under the provisions of Section186 of the Act.

21) RELATED PARTY TRANSACTIONS:

During the year under review the Company has not entered into any related partytransaction falling within preview of Section 188 of the Act.

However the Company has made disclosures in relation to the transactions with therelated parties pursuant to Indian Accounting Standards (IND AS 24) as per Note No. 26forming part of the Financial Statements annexed hereto.

22) MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments occurred from the end of financial yearof the Company ended on 31st March 2021 till the date of this report that mayaffect the financial position of the Company.

23) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN

EXCHANGE EARNING AND OUTGO

The operations of your Company are not energy-intensive. However your Company hastaken and would take steps from time to time wherever required/possible to conserveenergy. Your Company would also take requisite actions in order to introduce technologyfor optimizing its operations.

During the year under review the Company has not imported any technology for itsoperations. During the year under review the Company has neither earned nor spent anyforeign exchange.

24) RISK MANAGEMENT POLICY:

The Company has formulated and implemented a Risk Management Policy for review andidentification of elements of risks. In the opinion of the Board there are no risks whichmay threaten the existence of the Company except limited access to long term capital forits long term sustainability esp. in view of the remarks made by the Auditor as stated inpara no. 18 above. Although challenging in current scenario with limited resources theCompany is taking steps to explore business opportunities which are less capitalintensive.

25) PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposit within themeaning of Section 73 of the Act.

26) CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not meet the prescribed threshold limit provisions of Section135 of the Act are not applicable to the Company.

27) BOARD EVALUATION:

Pursuant to the provisions of Section 178 134(3)(p) of the Companies Act 2013 readwith Schedule IV of the Companies Act 2013 the Nomination and Remuneration Committee(‘NRC') has carried out an annual performance evaluation of the Board the Directorsindividually as well as that of Committees.

The evaluation has been carried out based on evaluation questionnaire set for theBoard/ Committee and individual Directors. The NRC expressed its satisfaction of theannual evaluation.

28) PARTICULARS OF EMPLOYEES:

The particulars of Employees within the meaning of Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable asnone of the Company's employees were in receipt of the remuneration of more than Rs.10200000/- during the year ended 31st March 2021 or more than Rs.850000/- per month during any part of the said year and therefore the details to bereported pursuant to Rule 5(2)(iii) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is also not applicable.

Since none of the Directors has been paid any remuneration the disclosure underSection 197 (12) read with applicable Rules under the Act is not applicable.

There were 4 permanent employees on the rolls of the Company as on 31stMarch 2021 (5 employees in the previous year) with a salary payout decrease by anaverage of 1.75% over the previous year. The Company has incurred loss of Rs. 494.00 Lakhsduring the year under review. The remuneration paid to the employees are as per theremuneration policy of the Company.

29) CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the year under review the Company has not changed its business.

30) CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the provisions relating to the disclosure pertaining toCorporate Governance shall not apply to the listed Companies having Paid up Equity ShareCapital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore as on thelast day of the previous financial year. Since the Company falls under the above criteriacompliance with the disclosure requirements of the Corporate Governance are not applicableto the Company.

31) 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) Regulations 2015 are not required to be given as the shares ofthe Company are presently in physical form. Your Company has initiated the process in thematter beginning with capital update with Bombay Stock Exchange (BSE) upon BIFR and HighCourt order.

Your Company is taking steps to establish the connectivity with National SecuritiesDepository Limited (NSDL) and Central Depository Services Limited (CDSL). However thecapital confirmation from Bombay Stock Exchange is awaited as per the details spelt out inpara 18(b) herein above.

32) PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has adopted a policy on prevention prohibition and redressal of sexualharassment in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 [POSH Act] and applicable Rules madethereunder. However pursuant to the provisions of Section 6 of POSH Act the Company isnot required to constitute an Internal Complaints Committee since the Company had lessthan ten (10) workers or employees in the Company during the year. Accordingly complaintin respect thereof if any can be referred to ‘Local Complaint Committee' constitutedby district officer within the appropriate jurisdiction. Further during the year underreview there was no case reported under the said Policy to the Company.

33) OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters during the year under review: (a) The Company has not changed itsbusiness. (b) There was no instance of onetime settlement with any banks or financialinstitutions. (c) There is no proceeding pending under the Insolvency and Bankruptcy Code2016.

34) ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their appreciation for the excellentassistance and co-operation received from all its stakeholders. The Board of Directorswishes to express its gratitude and record its sincere appreciation of the dedicatedefforts by all employees. Your Directors are thankful to esteemed shareholders for theirsupport and confidence reposed in the Company.

For and on behalf of the Board
Place: Mumbai SHYAM AGARWAL PRITI KATARIA
Date: 28th June 2021 DIRECTOR DIRECTOR
DIN: 00039991 DIN: 00088975

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