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Autoriders Finance Ltd.

BSE: 500030 Sector: Financials
NSE: AUTORIDFIN ISIN Code: INE450A01019
BSE 00:00 | 03 Feb Autoriders Finance Ltd
NSE 05:30 | 01 Jan Autoriders Finance Ltd
OPEN 0.47
PREVIOUS CLOSE 0.47
VOLUME 1685
52-Week high 0.49
52-Week low 0.47
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.47
Buy Qty 150.00
Sell Price 0.47
Sell Qty 9.00
OPEN 0.47
CLOSE 0.47
VOLUME 1685
52-Week high 0.49
52-Week low 0.47
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.47
Buy Qty 150.00
Sell Price 0.47
Sell Qty 9.00

Autoriders Finance Ltd. (AUTORIDFIN) - Director Report

Company director report

Dear Members

The Board of Directors is pleased to present the Thirty-Fourth Annual Report on thebusiness and operations of the Company along with the audited financial statement for thefinancial year ended 31st March 2019. The Statement of Accounts Auditors' ReportBoard's Report and attachment thereto have been prepared in accordance with the provisionscontained in Section 134 of Companies Act 2013 and Rule 8 of the Companies (Accounts)Rules 2015.

1. FINANCIAL RESULTS :

The Company's financial performance for the year ended March 31 2019 is summarizedbelow:

Particulars For the year ended 31.03.2019 For the year ended 31.03.2018
(Rs. in Lacs) (Rs. in Lacs)
Revenue from Operations 0.81 0.58
Profit before Tax (15.86) (10.43)
Less: Tax Expenses -
Current Tax -
-
Current Tax for Prior Years -
Deferred Tax -
Profit for the year (15.86) (10.43)
Interim Dividend -
Corporate Dividend Tax -
Transfer to General Reserve -
Earnings per Share of10/- (0.12) (0.08)

2. RESERVES:

There has been no transfer to reserves made during the year under review as the same isnot mandatory.

3. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE OF THE COMPANY

The Company has incurred a loss of 15.86 lacs during the year under review as againstthe loss of 10.43 lacs in the previous year 2017-18

4. DIVIDEND

The Board of Directors regrets their inability to propose any dividend in view of thenon-operation and accumulated losses of the Company.

5. DUES TO CONSORTIUM BANKS

As reported earlier the Company's proposal vide its letter dated 6.11.2007 for OneTime Settlement (OTS) with Consortium Banks has been accepted for 14.29 crore by them videletter dated 28.2.2008 of lead bank and accordingly the Company has complied with all theterms including the handing over of the mortgaged property and the balances lying in theaccounts of Consortium of Banks written back and transferred to reserves and surplus. Noobjection certificate from Banks is yet to be received for completing compliance withregard to satisfaction of charge filed with Registrar of Companies.

6. CURRENT STATUS

The Company is not pursuing any business activity for a number of years and accordinglythe accounts have been prepared on the basis of assumption that the Company is "not agoing concern". However the accounts have not been restated at realizable valueasthere are no assets.

7. CHANGES IN THE NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT

There is no change in the status of the company as "not a going concern".There is no revision made in the Board's Report and whatever submitted herewith is thefinal report.

8. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review your Company did not have any subsidiary associate andjoint venture Company.

9. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Corporate Governance:

Pursuant to Regulation 27(2) and Schedule V of SEBI of the Listing Agreement executedwith the Stock Exchanges Corporate Governance Report and Certificate regarding complianceof conditions of Corporate Governance form an integral part of this report and are set outas separate (Annexure-A) to this Report.

Management Discussion and Analysis Report:

In terms of Regulation 34(e) of the Securities and Exchange Board of India (ListingObligations and Disclosures Requirement) Regulation 2015. Management and DiscussionAnalysis are set out in the Annual Report as (Annexure-B). 10. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2015. Thequestion of non-compliance of the relevant provisions of the law relating to acceptance ofdeposit does not arise.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (i) Directors Retire by rotation:

Mrs. Deanna Gowria (DIN: 07303344) Director of the Company whose term expires at theensuing Annual General Meeting of the Company being eligible has offered herself forre-appointment. Mr Prabhakar tukaram Chavan (DIN: 00535369 ) was appointed as anadditional director and CEO of the company and he will be regularize in ensuing Annualgeneral meeting.

(ii) Key Managerial Personnel

Mr. Rakesh Narayan Todkari Was the Company Secretary and the Compliance Officer of theCompany resigned on 31/08/2018 Ms Sneha Sarang was appointed on 18/09/2018 as CompanySecretary and the Compliance Officer of the Company. Also Ms. Sneha Sarang CompanySecretary and the Compliance Officer of the Company resigned from her post on30/03/2019.Further Mr Ganesh Somakumaran Thekethil was appointed as a CFO of the Companyon 30/03/2019.

(iii) Declaration by an Independent Director(s)

The Company has complied with Regulation 25 of Listing Regulations and according to theprovisions of Section 149(6) of the Companies Act 2013. The Company has also obtaineddeclarations from all the Independent Directors pursuant to section 149(7) of theCompanies Act 2013.

NUMBER OF BOARD MEETINGS

During the year 7 (Seven) meetings of the Board of Directors were held on 29th May2018 21st June 2018 06th August 2018 18th September 2018 13th November 2018 14thFebruary 2018 13th February 2019 and 30th March 2019 respectively.

DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013 and hereby confirm that :-

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2019 and of the profit ofthe Company for the year ended on that date;

c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on 'not a going concern' basis;

e. the directors have laid down proper systems financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively. f. the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

NOMINATION AND REMUNERATION COMMITTEE

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of Director. The Company is not pursuingany business activity for number of years and accordingly accounts have been prepared onbasis of assumption that the Company is "not a going concern". The Company isnot having any operation and business activity hence is unable to provide sitting fees andsalary to the Directors of the Company. As per mandatory rules and regulation Nominationand Remuneration Committee has been constituted but none of the Directors received anyremuneration and sitting fees from the Company. Nomination and Remuneration Committeecomprises of: Name of the Director:

1. Mr. Gokulsingh Rajput (Chairman and Independent Director)

2. Mr. Shailendra Agrawal (Independent Director)

3. Mr. Prabhakar Tukaram Chavan

AUDIT COMMITTEE :

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The Audit Committee comprises of:

1. Mr. Shailendra Agrawal (Chairman and Independent Director)

2. Mr. Gokulsingh Rajput

3. Mr. Prabhakar Tukaram

The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act and the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements).

STAKEHOLDERS RELATIONSHIP COMMITTEE Stakeholder Relationship Committee comprisesof:

1. Shailendra Agrawal(Chairman)

2. Prabhakar Chavan

3. Gokulsingh Rajput

4. Deanna Gowria

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

Though the Company is not having any operation and reporting as 'not a going concern'the Company strives to comply with the requirements of law.

RISK MANAGEMENT POLICY

Though the Company is not having any operation and reporting as 'not a going concern'the Company strives to comply with the requirements of law.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2015 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc. -the Company is not having any operation and reporting as 'not a going concern'.

AUTORIDERS FINANCE LIMITED

Adequate internal control systems commensurate with the nature of the Company'sbusiness size and complexity of its operations are in place.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company is not having any business operation(s) and reporting as 'not a goingconcern'.

EXTRACT OF ANNUAL RETURN:

Extract of the Annual Return in form MGT-9 for the financial year ended 31st March2019 made under the provisions of Section 92(3) of the Act is annexed as (Annexure-C)which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fall under the criteria applicable as per Companies Act 2013.

AUDITORS:

(i) STATUTORY AUDITOR

The Statutory Auditors of your Company namely M/s. Sheth Doctor & AssociatesChartered Accountants (Registration No. 124822W) were appointed at the annual generalmeeting held on September 30 2016 subject to ratification every year from the financialyear 2016-17 to the financial year 2019-20. The Companies (Amendment) Act 2017 has waivedthe requirement for ratification of the appointment of the auditors at every AnnualGeneral Meeting. In view of this the approval of the members is sought for appointment ofAuditors for remaining period without any ratification every year. Auditors have confirmedtheir eligibility and submitted the Certificate in writing that they are not disqualifiedto hold the office of the Statutory Auditor.

(ii) SECRETARIAL AUDITOR

The Board has appointed Shilpa K. Shah Company Secretary in Practice to undertake theSecretarial Audit of the Company for the financial year 2018-2019. The Report of theSecretarial Audit Report is annexed herewith as (Annexure-D).

(iii) COST AUDITOR

The Company is not required to appoint Cost Auditor as it is not required to submitcost audit report pursuant to the provision of the Companies (Cost Records and Audit)Rules 2015.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.

GREEN INITIATIVES

Pursuant to Sections 101 and 136 of the Companies Act 2013 the Company will be sendingAnnual Report through electronic mode-email to all the shareholders who have registeredtheir email addresses with the Company or with the Depository to receive Annual Reportthrough electronic mode and initiated steps to reduce consumption of paper.

HUMAN RESOURCES

As the Company is not having any operations there is only one employee at present.

ENVIRONMENT AND SAFETY

Though the Company is not having any operation and is reporting as 'not a goingconcern' the Company strives to comply with the requirements of law.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICHFINANCIAL RESULTS RELATE

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company is not having any operation and reporting as 'not a going concern'.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES

The Company has not taken any loan guarantees investments or securities during theyear.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. Thus disclosure in form AOC-2 is notrequired as such Related Party Transactions are not material. However the details havebeen furnished in the Notes to the financial statement. All Related Party Transactions areplaced before the Audit Committee as also to the Board for approval at every quarterlymeeting. The policy on Related Party Transactions as approved by the Board of Directorshas been uploaded on the website of the Company. The web-link of the same has beenprovided in the Corporate Governance Report.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2015:

The Company is not having any business operation and is reporting as 'not a goingconcern'. The Directors of the Company are not drawing any remuneration. The Company hasappointed a Company Secretary for complying the mandatory provisions prescribed under theCompanies Act 2013 and Listing regulations but he does not receive any remuneration inexcess of the limits prescribed under Section 197(12) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2015 hence noinformation of the same is provided under the said section.(ANNEXURE-E)

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company is not having any operation and is reporting as 'not a going concern' -there are no women employees in the Company.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2015 is furnished.

2. The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2015 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2015 is furnished.

4. During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2015 is furnished.

5. Company is not a going concern hence cost audit is not applicable to the company.

6. No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the Company's operations in future.

ACKNOWLEDGEMENT

Your Directors wish to thank various stakeholders of the company.

For and on behalf of the Board

Sd/-

Place : Shirpur PRABHAKAR TUKARAM CHAVAN

Date : 13th August 2019. Chairman and Chief Executive Officer

(DIN: 00535369)

"ANNEXURE A"

REPORT ON CORPORATE GOVERNANCE

1. Statement on Company's Philosophy on Code of Governance

Corporate Governance encompasses a set of systems and practices to ensure that theCompany's affairs are being managed in a manner which ensures accountability transparencyand fairness in all transactions in the widest sense. The objective is to meetstakeholders' aspirations and societal expectations. Your Company recognizes theimportance of shareholder democracy and constructive role in the governance of the affairsof the Company. Your Company has fully complied with the Regulatory Guidelines relating tothe Corporate Governance of Regulation 27 of the Listing Obligations and DisclosureRequirements with BSE Ltd. and the National Stock Exchange of India Ltd. vis--vis theCompanies Act 2013. The Company's philosophy on Corporate Governance is to observe highstandard of business ethics and corporate conduct to achieve sustained growth and maximumvalue for all its shareholders.

2. Board of Directors (A) Composition

The Board of the Company has an optimum combination of Non-Executive and IndependentDirectors with one woman director and more than fifty percent of the Board of Directorscomprises of non-executive directors with the strength of fifty percent independentdirectors.

(B) Attendance and Other Directorships:

The attendance of the Board of Directors and related information as on 31st March 2019is as follows: None of the Directors on the Board holds the Office of Director in morethan 15 companies or memberships in committee of the Board in more than 10 committees orchairmanship of more than 5 committees. None of the Independent Directors on the Boardholds the office of Director in more than 7 (seven) listed Companies. Table set below willexplain the details:

Director Category of Directorship Board Meeting Attended Attendance At the Last AGM 28th September 2018 No. of other Directorship Held other Companies/ LLP No. of Board Committees of which Member/ Chairman (Other than the Company) Inter Se relationship between Directors
Prabhakar Tukaram Chavan Chairman and Chief Executive Officer 2 NA 2 None None
Shailendra Agrawal Independent Director 7 Present 1 None None
Gokulsingh Rajput Independent Director 7 Present 2 None None
Deanna Gowria Non-Executive Director 7 Present None None

(C) Board Meetings

The Agenda along with the background notes and supporting documents were circulated tothe Directors well in advance of the Board Meetings. During the Financial year total7(seven) meetings of the Board of Directors were held on 29th May 2018 21st June 201806th August 2018 18th September 2018 13th November 2018 13th February 2019 and 30thMarch 2019 respectively and the business as envisaged under the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and theCompanies Act 2013 was transacted.

(D) Disclosure of Inter se relationship between Directors

None of the Directors are related to each other

(E) Number of shares held by Non Executive Director as on 31st March 2019

Shareholders Name No. of Shares
1 Mr. Shailendra Agrawal Nil
2 Mr. Gokulsingh Rajput Nil
3 Mrs. Deanna Gowria Nil

(F) Weblink where details of familiarzation program to Independent Director

The web link for details of familiarization program to Independent Directors is athttp://www.autoridersfinance.co.in

COMMITTEES OF THE BOARD

3. Audit Committee

(i) Brief description of terms of reference

The Committee's composition and terms of reference are in compliance with theprovisions of Section 177 of the Companies Act 2013 and Regulation 18 of the ListingRegulations. The composition of Committee is given in this Report. Members of the AuditCommittee possess requisite qualifications the terms of reference of the Audit Committeeare to review with the Management and/or internal Audit Department and/or StatutoryAuditors:

i. the statutory annual and quarterly Financial reporting by the Company.

ii. changes in the statutory accounting policies of the Company.

iii. the audit programs of the external auditors and any material issues arising fromthe audits.

iv. the adequacy and effectiveness of accounting and financial controls of the Companycompliance with Company policies and applicable laws and regulations.

v. recommend to the Board the appointment of external auditors and the remunerationpayable to them.

In addition the Audit Committee reviews the Accounting Policies inter-acts with theStatutory Auditor. The Committee acts as a link between the Auditors and Board ofDirectors of the Company and has full access to financial information.

(ii) Composition Name of Members and Chairman Audit Committee consists of threeDirectors Viz:

1. Mr. Prabhakar Tukaram Chavan (From 13/11/2018)

2. Mr. Shailendra Agrawal (Chairman)

3. Mr. Gokulsingh Rajput

(iii) Meetings and Attendance during the year

The Audit Committee met 4 (Four) times during the year 28th May 2018 06th August2018 13th November 2018 and 13th February 2019. The Chairman of the

Audit Committee was present at the last Annual General Meeting of the Company held onSeptember 28 2018. The attendance of each member of the committee is given below:

Name of the Director No. of Meetings attended
1. Mr. Prabhakar Tukaram Chavan 1
2. Mr. Shailendra Agrawal (Chairman) 4
3. Mr. Gokulsingh Rajput 4

Nomination and Remuneration Committee

(i) Brief description of terms of reference

The Committee's composition and terms of reference are in compliance with theprovisions of the Companies Act 2013 Regulation 19 of the Listing Regulations. Since theCompany is not operational and is reporting as 'not a going concern' it does not provideany salary or remuneration to the Board of Directors of the Company.

(ii) Composition Name of Members and Chairman

Nomination and Remuneration Committee comprises of :

1. Mr. Gokulsingh Rajput (Chairman)

2. Mr. Shailendra Agrawal

3. Mr. Prabhakar Tukaram Chavan (From 13/11/2018)

As per mandatory compliances under Companies Act 2013 and Listing Regulations theNomination and Remuneration Committee has been constituted but no remuneration or sittingfees was paid to the Directors of the Company during the year.

(iii) Meetings and Attendance during the year

The Nomination and Remuneration Committee met 6(Six) times during the year on 29th May2018 06th August 2018 18th September 2018 13th November 2018 13th February 2019and 30th March 2019 respectively. All the members of the Committee attended the saidmeeting. The Chairman of the Committee was present at the last Annual General Meeting ofthe Company held on September 28 2018.

(iv) Remuneration Policy

The Company is not pursuing any business activity for a number of years and accordinglythe accounts have been prepared on the basis of assumption that the Company is "not agoing concern" Therefore none of Directors are drawing any salary or remunerationfrom the Company.

(v) Performance evaluation of Directors

Pursuant to applicable provisions of the Companies Act 2013 and Listing Regulationsthe Board in consultation with its Nomination & Remuneration Committee has formulateda framework containing inter-alia the criteria for performance evaluation of the Boardthe Non-Independent Directors individually and the Chairperson. StakeholdersRelationship Committee

(i) Brief description of terms of reference

The Committee's composition and terms of reference are in compliance with theprovisions of the Companies Act 2013 and Regulation 20 of the Listing Regulations. TheStakeholders' Relationship Committee is primarily responsible to review all mattersconnected with the Company's transfer of securities and redressal ofshareholders'/investors'/security holders' complaints.

(ii) Composition Name of Members Chairperson and Attendance during the year:

Stakeholders Relationship Committee comprises of:

1. Mr. Shailendra Agrawal (Chairman)

2. Mrs. Deanna Gowria

3. Mr. Prabhakar Tukaram Chavan (From 13/11/2018)

4. Mr. Gokulsingh Rajput

The Stakeholders Relationship Committee met once during the year on 28th May 2018. Allthe members of the Committee attended the said meeting. The Chairman of the Committee waspresent at the last Annual General Meeting of the Company held on September 28 2017.

(ii) Name & Designation of Compliance Officer:

Ms. Sneha Sarang (upto 30.03.2019) Company Secretary is the Compliance Officer of theCompany for complying with requirements of Securities Laws. (iii) A statement ofvarious complaints received cleared and pending by the company during the year ended on31st March 2019 is given below:

Nature of Compliant Received Cleared Pending
Non receipt of Annual Report
Non receipt of Dividend Warrants
Request for Duplicate Share Certificates
NIL
Non Receipt of Share Transferred
Non Receipt of Securities
Others

There are no pending complaints registered with SCORES for the financial year ended onMarch 31 2019. As per Regulation 46 of the Listing Regulations an exclusive e-mailid-compliance.afl@autoriders.in of the Investor grievance Department of the Company hasalready been provided.

Corporate Social Responsibility Committee:

The Company does not fall under the criteria specified under Section 135 of theCompanies Act 2013. Therefore the Company is not required to constitute the saidCommittee.

4. Meeting of Independent Directors

A separate meeting of the Independent Directors was held on May 28 2018 inter-aliato discuss evaluation of the performance of Non-Independent Directors the Board as awhole evaluation of the performance of the Chairman taking into account the views of theExecutive and Non-Executive Directors and the evaluation of the quality content andtimelines of flow of information between the management and the Board that is necessaryfor the Board to effectively and reasonably perform its duties.The Independent Directorsexpressed satisfaction with the overall performance of the Directors and the Board as awhole. All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section149(6) of the Companies Act 2013 and Regulation16(1) (b) of the Listing Regulations. In the opinion of the Boardthe IndependentDirectors fulfil the conditions of independence specified in Section 149(6) of theCompanies Act 2013 and Regulation 16(1) (b) of the Listing Regulations. None of theIndepenent Directors has resigned before the expiry of his tenure.

5. Details of Remuneration paid to the Directors for the year ended March 312019

The Company is reporting as ‘not a going concern'. Therefore none of Directors aredrawing any salary or remuneration from the Company.

6. Unclaimed Dividend

The Company does not have any business activity and is non-operational for severalyears. The Company has not declared any Dividend due to this reason. Therefore there is noUnclaimed Dividend.

7. Transfer of Equity Shares to Investor Education and Protection Fund (IEPF)Account

The Company has no business activity and is not operation therefore it has not declaredDividend for several years. Therefore this section is not applicable to the Company.

8. General Body Meetings: a) The date time and venue of the last 3 AnnualGeneral Meetings of the Company is given below:

Financial Year ended Date Time Venue Details of Special Business
Resolutions
31.03.2018 28.09.2018 11.00 a.m. Registered Office No Special Business
31.03.2017 28.09.2017 11.00 a.m. Registered Office No Special Business
31.03.2016 30.09.2016 10.00 a.m. Registered Office i. Regularization Mrs. Deanna Gowria as Non Executive Director.

None of the items transacted at the said meetings were required to be passed by postalballot. At the forthcoming Annual General Meeting there is no item required to be passedby way of postal ballot. Hence the procedure for postal ballot is not required to bespecified.

9. Means of Communication :

(i) Quarterly/Half-yearly and Yearly Financial Results

The quarterly / half-yearly and annual results of the Company are sent to the StockExchanges and published in Free Press Journal and Navshakti. Simultaneously they are alsoput on the Company's website and can be accessed at http:// www.autoridersfinance.co.in/.

(ii) Newspaper where results are published

The Company usually publishes its financial results in following newspaper

1. Free Press Journal

2. Navshakti

(iii) Company's Corporate Website

For the information of investors the Company has setup a websitewww.autoridersfinance.co.in. It also contains a separate dedicated section ‘InvestorInformation' where shareholders' information is available.

(iv) Presentation to Institutional Investors or to analysts

The Company has not made any presentation to institutional investors or equity analyst.

(v) Annual Reports

The Annual Report containing inter alia Audited Financial Statements Board's ReportAuditors' Report and other important information is circulated to members and othersentitled thereto. The Management's Discussion and Analysis (MD&A) Report forms part ofthe Annual Report. The Company's Annual Report is also available in downloadable form onthe Company's website and can be accessed at http://www.autoridersfinance.co.in/ under theseparate designated section 'Balance Sheet'.

(vi) Release of Official News

The Company intimates to the Stock Exchange any official news and places on itswebsites also.

10. General Shareholders Information : i. Company Registration Details

The Company is registered in the State of Maharashtra India. The Corporate IdentityNumber (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) isL51900MH1985PLC035433.

ii. Annual General Meeting

The 34th Annual General Meeting of the shareholders will be held on Saturday the 28thSeptember 2019 at 11.00 a.m. Venue: 125/126 Maharaja Complex Nehru Road Shirpur - 425405 Dhule Dist. Maharashtra.

iii. Financial Calendar: April 1 to March 31.

iv. Date of Book Closure: 20.9.2019 to 28.9.2019 (both days inclusive).

v. Dividend Payment Date:

As stated above the Company is reporting as ‘not a going concern'.

vi. Listed on Stock Exchanges:

The Equity Shares of Company are listed on the Bombay Stock Exchange (BSE) Limited andthe National Stock Exchange (NSE) Limited.

vii. ISIN: INE450A01019

viii. SCRIP CODE : BSE - 500030

SCRIP ID : NSE - AUTORIDFIN

ix. Market Price Data:

Monthly high and low prices of the Company's Share (of the face value of Rs. 10/- each)on BSE (trading suspended in NSE) at the beginning of every month from April 2018 toMarch 2019 are as follows:

All Prices in

Share Price No. of
Month High ( ) Low ( ) Close ( ) Shares
January 2019 0.49 0.49 0.49 400

In case the securities are suspended from trading Board's Report shall explain thereason:

Company is in process of revocation of suspension of trading on NSE

xi. Registrar and Transfer Agents:

Sharex Dynamic (India) Pvt. Ltd. Unit- C-

101 247 Park L.B.S. Marg Vikhroli (W)

Mumbai Maharashtra- 400083

xii. Share Transfer System:

Share transfers are processed and share certificates duly endorsed are delivered withina period of fifteen days from the date of receipt subject to documents being valid andcomplete in all respects. The Company obtains from a Company Secretary in Practicehalf-yearly certificate to the effect that all certificates have been issued within thirtydays of the date of lodgment of the transfer sub-division consolidation and renewal asrequired under Regulation 40(9) of the Listing Regulations and files a copy of the saidcertificate with Stock Exchanges. The Company's script is part of the SEBI's Compulsorydemat segment. As per the proposed SEBI notification regarding amendment to Regulation 40of Listing Regulations which states that the shares which are lodged for transfer aremandatorily required to be in the dematerialized form (except in case of transmission ortransposition of securities).

xiii. Dematerialisation of Shareholding:

The Company has established connectivity with both the Depositories viz. NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL) through the Registrar and Share Transfer Agents. As on 31st March 2019 87.35%of the total paid-up share capital has been dematerialised.

xiv. Distribution of Shareholding as on 31st March 2019

Shares (or Debentures) Number of Holders (%) of Holders Total Shares (or Debs) % of SH/DB
Upto 100 2512 22.56 193945 1.48
101 To 200 4127 37.06 654256 4.99
201 To 500 2159 19.39 810297 6.18
501 To 1000 1158 10.40 964793 7.36
1001 To 5000 960 8.59 2267595 17.30
5001 To 10000 122 1.07 889470 6.79
10001 To 100000 90 0.81 2317044 17.68
100001 To above 14 0.13 5009600 38.22
Total : 11142 100.00 13107000 100.00

Distribution of Shareholding according to categories of Shareholders as on 31stMarch 2019

Description Cases Shares % Equity
1 Banks& Financial institutions 2 1250 0.01
2 Directors and their Relatives 13 4237000 32.33
3 Indian Promoter Companies 2 813400 6.21
4 Foreign Portfolio Investor 14 21700 0.17
5 Bodies Corporates 114 499410 3.81
6 Non Resident Indians 23 16504 0.13
7 Insurance Companies 3 15200 0.12
8 Clearing Member 1 628 0.00
9. Resident Individuals 10866 7299477 55.69
10. HUF 96 186701 1.42
11. NBFC's registered with RBI 1 8935 0.07
Total : 11142 13107000 100.00

For the purpose of SEBI (Substantial Acquisition of Shares & Takeover) Regulation2011 the following Companies are to be considered as Group Companies belonging toPromoters Group.

Name Shareholding as on 31.03.2019
1. Autoriders India Pvt. Ltd. 532550 4.06%
2. Meha Finances Pvt. Ltd. 280850 2.14%

xv. Information pursuant to Clause 32 of the Listing Agreement

The Company has no subsidiary and hence provisions for furnishing specific informationare not applicable. xvi. Details of Demat / Physical Shares as on 31st March 2019

Name of Depository Shares % To Equity
1 NSDL 8775271 66.95
2 CDSL 2674454 20.40
3 In Transfer
Sub Total 11449725 87.35
4 Physical 1657275 12.65
Total : 13107000 100.00

xvii. The Company has not issued any GDR's/ADR's Warrants or any other convertibleinstruments.

xviii. Commodity Price risk/Foreign exchange risk and hedging activities: NotApplicable

xix. Plant Location: Not Applicable

xx. Address For Correspondence:
Ms. Sneha Rathi
Sharex Dynamic(I) Pvt. Ltd. Company Secretary
C-101 247 Park 125/126 Maharaja Complex
L.B.S. Marg Vikhroli (W) Nehru Road Shirpur 425 405.
Mumbai- 400083 Dhule Dist Maharashtra.
Tel:- 022-2851606 Tel:- 02563-256173
Fax:- 022-28512885
Email:- support@sharexindia.com Email:- investors@autoriders.in
URL:- www.sharexindia.com URL:- www.autoridersfinance.co.in

SEBI toll-free helpline service for investors: 1800227575/18002667575 (available on alldays from 9.30 a.m. to 5.30.p.m.)

11. Disclosures :

a) Related Party Transactions

During the year under review besides the transactions reported elsewhere in the AnnualReport there were no other related party transactions with the promoters directors andmanagement that had a potential conflict with the interest of the Company at large.

b) Compliances by the Company

There have been no instances of non-compliance on any matter with the rules andregulations prescribed by the Stock Exchanges Securities and Exchange Board of India orany other statutory authority relating to the capital market during the last three years.

c) Whistle Blower Policy:

As stated above the Company is reporting as ‘not a going concern' the Company isnot having any operation but as per the mandatory requirements of the Companies Act 2013and SEBI Regulations the Company has appointed Ms. Sneha Sarang (Upto 30.03.2019) as theCompany Secretary. Hence the Company has only one employee.

d) Compliance with Mandatory and Non-Mandatory Items

The Company has complied with the mandatory requirements regarding the Board ofDirectors Audit Committees and other Board committees and other disclosures as requiredunder the provisions of the Part C of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The status of compliance in respect ofnon-mandatory requirements of Part E of Schedule II of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is as follows:

a) The Board Maintenance of the Non-Executive Chairman's Office:

Presently not applicable as the Chairman of the Company is an ExecutiveDirector.

b) Shareholder Right:

The quarterly half yearly and annual financial results along with significant eventsare published in the newspapers and are also posted on the Company's website.

c) Audit Qualification

There have been no qualifications by the Auditors in their report on the Accounts ofthe Company. The Company shall endeavor to continue to have unqualified financialstatements.

d) Web link where policy for determining material subsidiaries is disclosed:

http://www.autoridersfinance.co.in

e) Disclosure of commodity price risks and commodity hedging activities: Not

Applicable

f) Separate posts of Chairman and CEO:

Presently the post of the Chairman and Chief Executive Officer is held by Mr. PrabhakarTukaram Chavan

g) Reporting of Internal Auditor:

Presently the Company does not have an Internal Auditor.

12. Non Compliance of any requirement of corporate governance report of sub-paras (2)to (7) above

The Company has complied with all mandatory items of clause 49 of the Listing agreementas applicable till 30th November 2015 and Listing Regulations from 1st December 2015onwards. The Company has executed a new Listing Agreement with BSE Ltd thus complying withRegulation 109 of Listing Regulations.

13. Adoption of Discretionary requirements as specified in part E of schedule II ofListing Regulations.

The Company has complied with all the discretionary requirements as specified in part Eof schedule II of Listing Regulations.

14. As per point 13 of Part C of Schedule V to the Listing Regulations the Companyhas made disclosures of the compliance with corporate governance requirements specified inregulation 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 on thewebsite of the Company www.autoridersfinance.co.in.

15. The SCORES website of SEBI for redressing of Grievances of the investors isbeing visited at regularintervals by the Company Secretary and there are no pendingcomplaints registered with SCORES for the Financial Year ended on 31st March 2019. As perRegulation 46 of SEBI (Listing Obligation and Disclosure Requirement)

Regulations 2015 the exclusive E-mail id of the Investor Grievance Department of theCompany is Compliance.afl@autoriders.in

16. CEO/CFO Certification

The Chairman and CEO of the Company has given annual Certification on FinancialStatements and the cash flow statement and internal controls for financial reporting tothe Board in terms of Regulation 17(8) Listing Regulations. He also has given thequarterly certification on financial results while placing the financial results beforethe board in terms of Regulation 33 of Listing Regulations. These certificates have beenplaced before the board and audit committee meetings from time to time.

17. Declaration by the Managing Director to the Compliance of Code of Conduct

The Company has no Managing Director as on the date of the report. It is herebyconfirmed that the Company has obtained from Chairman and CEO affirmation that all theBoard Members and Senior Management Personnel of the Company have affirmed to the Board ofDirectors their compliance with the Code of Conduct of the Company pursuant to Part D ofSchedule of Listing Regulations.

18. Auditors' Certificate on Corporate Governance

Certificate regarding compliance of conditions of Corporate Governance as stipulatedin the listing agreement with the stock exchange received from M/s. Sheth Doctor &Associates Statutory Auditors of the Company is annexed to this report. The saidcertificate will also be sent to the stock exchange along with the Annual Report to befiled by the Company.

For and on behalf of the Board
Place : Shirpur Prabhakar Tukaram Chavan
Date : 13th August 2019. Chairman and Chief Executive Officer
(DIN: 00535369)

Declaration signed by the Chairman and Chief Executive Officer stating that the membersof Board of Directors and Senior Management personnel have affirmed compliance with theCode of Conduct of Board of Directors and Senior Management.

Declaration Regarding Code of Conduct

I hereby declare that all the Directors and Senior Management Personnel have confirmedcompliance with the Code of Conduct as adopted by the Company.

Place : Shirpur Prabhakar Tukaram Chavan
Date : 13th August 2019. Chairman and Chief Executive Officer
(DIN: 00535369)