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Autoriders International Ltd.

BSE: 512277 Sector: Others
NSE: N.A. ISIN Code: INE340U01010
BSE 05:30 | 01 Jan Autoriders International Ltd
NSE 05:30 | 01 Jan Autoriders International Ltd

Autoriders International Ltd. (AUTORIDERSINTL) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the Thirty Sixth Annual Report on thebusiness and operations of your Company along with the audited financial statements forthe financial year ended 31st March 2021. The Statement of Accounts Auditors'Report Board's Report and attachment thereto have been prepared in accordance with theprovisions contained in Section 134 of Companies Act 2013 and Rule 8 of the Companies(Accounts) Rules 2014.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2021 is summarizedbelow:

Particulars For the year ended 31.03.2021 For the year ended 31.03.2020
(Rs. in Lacs) (Rs. in Lacs)
Total Revenue 2111.81 5977.56
Total Expenses 1673.42 4907.68
Operating Profit 438.39 1069.88
Finance Cost 127.15 168.29
Depreciation & Amortization 545.03 574.08
Expenses
Profit before Tax (233.79) 327.50
Less: Exceptional Items
Tax Expenses 33.22 115.29
Current Tax - 46.00
Deferred Tax 45.83 (69.29)
Tax Adjustments (12.61) -
Profit for the year (200.57) 212.22
Earnings Per Share (43.20) 38.78

2. RESERVES

During the year under review your Company has not transferred any amount to theGeneral Reserves.

3. PERFORMANCE AND AFFAIRS OF THE COMPANY

During the year under review the Company recorded revenue of Rs. 2111.81 lacs asagainst last year revenue of Rs. 5977.56 lacs. The loss before tax stood at Rs. 233.79lacs against a profit of Rs. 327.50 lacs last year.

4. SHARE CAPITAL

During the year under review there was no change in the share capital structure of theCompany. The paid-up capital as on 31st March 2021 was Rs. 49 01 400.

5. DIVIDEND

In view of losses the management is not recommending any dividend for the year ended31st March 2021.

6. CURRENT STATUS

The financial position of the Company in the financial year 2020-21 is subdued due tothe impact of Coronavirus.

The second wave of COVID-19 have heavily impacted the operations and business of thecompany due stagnated market and slowdown of economic activity.

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

There is no change in the nature of business of the Company during the year and thereis no revision in Board's Report and whatever submitted herewith is the final report.

8. REPORT DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES ANDSTATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF ASSOCIATE COMPANY:

Company is not having any subsidiary joint venture associate Company and hence thestatement containing the salient feature of the financial statement of a company'ssubsidiary joint venture associate company under the first proviso to subsection (3) ofsection 129 in the prescribed Form AOC-1 is not applicable.

9. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINTVENTURES/ASSOCIATE COMPANIES

Sr. No. Name of Company Subsidiary /Joint ventures/Associate Company Date of cessation of Subsidiary / Joint ventures/ Associate Company.
1 N.A.

10. DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

There are no new Subsidiary/Joint Ventures/Associate Companies of the Company duringthe year under review.

11. 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.

12. CORPORATE GOVERNANCE

Corporate Governance deals with ethical conduct integrity and accountability.Corporate Governance essentially involves balancing the interest of all the stakeholdersof the Company. The Corporate Governance provisions are not applicable to the Companyhence reporting on the same is not annexed with the report.

13. 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 2014. Thequestion of non-compliance of the relevant provisions of the law relating to acceptance ofdeposit does not arise.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Directors

Your Board currently comprises of 5 Directors including 3 Non Executive Directors and 2Executive Director.

Mrs. Maneka V Mulchandani (DIN NO: 00491027) Director will retire by rotation andbeing eligible and not being disqualified under section 164 of the Companies Act 2013offers herself for re-appointment.

Mr. Pranav Salil Kapur has been appointed as an Additional Non-Executive Directorw.e.f. 12th March 2020 on the Board of the Company and has recommended theMembers to designate him as an Independent Director of the Company w.e.f. ensuing AnnualGeneral Meeting.

(ii) Key Managerial Personnel

Ms. Mohini Budhwani resigned as a Company Secretary w.e.f. 23rd December2020 and Ms. Sweety Dhumal was appointed as Company Secretary w.e.f. 8thJanuary 2021.

(iii) Declaration by an Independent Director(s)

The Company has complied with the provisions of section 149(6) of the Companies Act2013. The Company has also obtained declarations from all the Independent Directorspursuant to section 149(7) of the Companies Act 2013.

The provisions of Regulations 25 of the SEBI(Listing Obligations and DisclosureRequirements) Regulations2015 are not applicable to the Company.

(iv) Annual Evaluation of Board

Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance and other Directors. A structuredquestionnaire was prepared after taking into consideration inputs received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance. A separate exercise was carried out toevaluate the performance of individual Directors including the Chairman of the Board whowere evaluated on parameters such as level of engagement and contribution independence ofjudgment promotion of participation by all directors and developing consensus amongst thedirectors for all decisions.

15. NUMBER OF BOARD MEETINGS

During the Financial year total 10 (Ten) meetings of the Board of Directors were heldon following dates:

Sr. No. Date Mr. Tapan Patel Mrs. Maneka Mulchandani Mr. Pranav Kapur Mr. Vinay Rane Mr. Chintan Patel Mr. Anil Kulkarni
1 30.06.2020 YES YES NA YES NA YES
2 31.07.2020 YES YES NA YES NA YES
3 27.08.2020 YES YES NA YES NA YES
4 14.09.2020 YES YES NA YES NA YES
5 28.10.2020 NA YES NA YES NA YES
6 12.11.2020 NA YES NA YES YES YES
7 29.12.2020 NA YES NA YES YES YES
8 12.01.2021 NA YES NA YES YES YES
9 20.01.2021 NA YES NA YES YES YES
10 12.02.2021 NA YES YES YES YES YES

16. 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 thepreparation of the annual accounts the applicable accounting standards have been followedalong 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 2021 and of the loss of theCompany 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 a going concern basis;

e. the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively. However the Company could not conduct internal Financial Control during theyear due to the lockdown announced all over the Country due to emergence of COVID-19.

f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

17. NOMINATION AND REMUNERATION COMMITTEE

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

(a) Brief description of Terms of Reference

Apart from determining the Company's Policy on specific remuneration packages forExecutive Directors including pension rights and any compensation payment and to fix theremuneration payable to executive directors the terms of reference is as per theprovisions of section 178 of the Companies Act 2013 and rules framed there under.

(b) Composition Name of Members and Chairman as on 31.03.2021:

Nomination and Remuneration Committee comprises of:

1. Mr. Vinay Rane- Independent Director (Chairman of the Committee)

2. Mr. Anil Kulkarni- Independent Director

3. Mr. Chintan Patel - Managing Director and CEO

(c) Composition Name of Members and Chairman

The Nomination and Remuneration Committee met seven (7) times during the year. Thedetails of the same are as follows:

Sr. No . Date Mr. Tapan Patel Mr. Vinay Yeshwan t Rane Mr. Anil Shankar Kulkarni Mr. Chintan Amrish Patel Mrs.Manek a Mulchanda ni
1 30.06.2020 YES NA NA NA YES
2 31.07.2020 YES YES YES NA NA
3 27.08.2020 YES YES YES NA NA
4 28.10.2020 NA YES YES NA NA
5 12.11.2020 NA YES YES YES NA
6 29.12.2020 NA YES YES YES NA
7 12.02.2021 NA YES YES YES NA

(d) Remuneration Policy

The Nomination and Remuneration Policy for Working Directors is reviewed periodicallyto ensure that the same is in line with the peer companies. The payment of remuneration isduly approved by the Remuneration Committee the Board of Directors and the Shareholders.

18. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The details of the Committee and its terms of referenceare as follows:

a) Brief description of terms of reference

The terms of reference of the Audit Committee are pursuant to section 177 of theCompanies Act 2013. In addition the Audit Committee reviews the Accounting Policiesinteracts with the Statutory Auditor and Internal Auditor and discusses the audit programwith them. The committee acts as a link between the Management Auditors and Board ofDirectors of the Company and has full access to financial information.

Recommendations of the Audit Committee if any are considered and implemented by theBoard from time to time

b) Composition Name of Members and Chairman as on 31.03.2021:

Audit Committee comprises of:

1. Mr. Vinay Rane- Independent Director (Chairman of the Committee)

2. Mr. Anil Kulkarni- Independent Director

3. Mr. Chintan Patel - Managing Director and CEO

) Meetings and Attendance during the year

The Audit Committee met Five (5) times during the year. The details of the same are asfollows:

Sr. No. Date Mr. Tapan Patel Mr. Vinay Yeshwant Rane Mr. Anil Shankar Kulkarni Mr. Chintan Amrish Patel
1 31.07.2020 YES YES YES NA
2 14.09.2020 YES YES YES NA
3 12.11.2020 NA YES YES YES
4 20.01.2021 NA YES YES YES
5 12.02.2021 NA YES YES YES

The minutes of the audit committee meetings were noted at the board meetings.

The Company Secretary is the secretary to the committee.

19. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was constituted pursuant to the provisions ofSection 178 of the Companies Act 2013.

a) Composition Name of Members and Chairman as on 31.03.2021:

Stakeholders Relationship Committee comprises of:

1. Mr. Vinay Rane- Independent Director (Chairman of the Committee)

2. Mr. Anil Kulkarni- Independent Director

3. Mrs. Maneka Vijay Mulchandani - Director b) Meetings and Attendance during the year

The Stakeholders Relationship Committee met Four (4) times during the year. The detailsof the same are as follows:

Sr. No. Date Mr. Vinay Yeshwant Rane Mr. Anil Shankar Kulkarni Mrs.Maneka Vijay Mulchandani
1 30.06.2020 YES YES YES
2 31.07.2020 YES YES YES
3 28.10.2020 YES YES YES
4 12.02.2021 YES YES YES

The minutes of the Stakeholders Relationship committee meetings were noted at the boardmeetings.

The Company Secretary is the secretary to the committee.

20. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal and unethical behavior.

The Board of Directors of the Company have pursuant to the provisions of Section177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board andits Powers) Rules 2014 framed “Vigil Mechanism Policy” for Directors andemployees of the Company to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimization on raising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations.

21. INSURANCE AND RISK MANAGEMENT POLICY

The Company has obtained adequate insurance on all of its fixed and other assets. TheCompany has identified the potential risks against the business of the Company and istaking proper safeguards to mitigate / minimize the risks. Key business risks and theirmitigation are considered in the annual/strategic business plans and in periodicmanagement reviews. The detailed analysis of the Risk elements are discussed under the‘Management analysis and Discussion Report'.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

The information as per Section 134(3) (m) of the Companies Act 2013 read with theCompanies (Account) Rules 2014 with respect to conservation of energy technologyabsorption & foreign exchange earnings and outgo is as follows:

A. CONSERVATION OF ENERGY:

(i) The steps taken or impact on conservation of energy:

Energy conservation dictates how efficiently a Company can conduct its operations. TheCompany has recognized the importance of energy conservation in decreasing the deleteriouseffects of global warming and climate change. The Company has strengthened the Company'scommitment towards becoming an environment friendly organization. The Company carries outregular maintenance and development work of electricity equipment to save the energy. TheCompany is also using the energy efficient products to reduce wastage of scarce energy.

(ii) The steps taken by the Company for utilising alternate sources of energy:

The Company is using the electricity as main source of its energy requirement. TheCompany is not having/exploring any alternate source of energy.

(iii) The capital investment on energy conservation equipments:

For the year under review there was no investment in energy conservation equipment.

B. TECHNOLOGY ABSORPTION:

i) The efforts made towards technology absorption: No efforts were taken.

ii) The benefits derived like product improvement cost reduction product developmentor import substitution:

The Company has not absorbed/made any new technology during the year.

iii) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)

No technology was imported during the three years preceding to the year under report.iv) The expenditure incurred on Research and Development: Nil. C. FOREIGN EXCHANGEEARNINGS AND OUTGO:

Foreign Exchange Earnings during the year: Rs.87195/-(C. Y.)
Rs. 2851248/- (P.Y.)
Foreign Exchange Outgo during the year: Rs. NIL/- (C.Y.)
Rs. NIL/- (P.Y)

23. INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Company'sbusiness size and complexity of its operations are in place. It has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

However the Company could not conduct internal Financial Control during the year dueto the lockdown announced all over the Country due to emergence of COVID-19.

24. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT-9 for the financial year ended 31st March2021 made under the provisions of Section 92(3) of the Act is annexed as ANNEXURE- A whichforms part of this Report.

25. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility is not applicable to the Company hence there is noreport on the same.

26. AUDITORS

(i) STATUTORY AUDITOR

In the 32nd Annual General Meeting held on 29th September 2017M/s K.P.D. & Co. Chartered Accountants (ICAI FRN: 136856W) was appointed asStatutory Auditors for a tenure of 5 years subject to ratification of their appointment atevery subsequent Annual General Meeting. The Companies (Amendment) Act 2017 has waivedthe requirement for ratification of the appointment of the Auditors at every AnnualGeneral Meeting. Auditors have confirmed their eligibility and submitted the Certificatein writing that they are not disqualified to hold the office of the Statutory Auditor.

AUDIT REPORT

The Statutory Auditors have not made any qualification in their Report dated 26thJune 2021 for the financial year ended 31st March 2021 However they haveemphasized on some matters in their report to the Board of Directors of the Company.

(ii) SECRETARIAL AUDITOR

The Board has appointed Ms. Sonali Gamne Company Secretaries in Practice to undertakethe Secretarial Audit of the Company for the financial year 2020-21. The Report of theSecretarial Audit Report is annexed herewith as ANNEXURE- B.

(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 2014.

27. GREEN INITIATIVES

Pursuant to Sections 101 and 136 of the Companies Act 2013 The Company will be sendingAnnual Report through electronic mode i.e. email to all the shareholders who haveregistered their email addresses with the Company.

28. SECRETARIAL STANDARDS.

It is hereby confirmed that the Company has complied with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of India(ICSI).

29. HUMAN RESOURCES

Employees are considered to be team members being one of the most critical resources inthe business which maximize the effectiveness of the Organization. Human resources buildthe Enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening the Company's Polices and Systems. The Companymaintains healthy cordial and harmonious relations with all personnel and therebyenhancing the contributory value of the Human Resources.

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources. There was no accident during the year.

31. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL

POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THECOMPANY TO WHICH FINANCIAL RESULTS RELATED

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.

32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE

FINANCIAL STATEMENTS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review the company couldnot carry out Internal Financial Controls review due to Covid 19 lock down situationsprevailing during the year.

33. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES UNDER

SECTION 186 OF THE COMPANIES ACT OF 2013.

The Company has given a loan of Rs. 30000000 to Group Company during the year2019-20 within the limit as specified under Section 186 of Companies Act 2013.

However the Company has not granted any loans not given any guarantees and not madeany investment during the financial year 2020-21.

34. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the year under review the company had entered into transactions with theDirectors Relatives of KMP and with the entity in which the Directors are common. Detailsof the said transactions are disclosed in Note No. 36 i.e. Related Party Disclosures innotes to accounts.

Pursuant to provision of section 188 of the Companies Act 2013 and the rules madethereunder all the transactions entered into by the Company during the Financial year2020-21 with the related parties are entered in ordinary course of business and are atarms length basis and not material in nature. Hence the disclosure under Form No. AOC-2is not applicable to the Company.

35. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER

DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014.

There were no employees of the Company drawing remuneration of Rs. 1.02 crore per annumor more or Rs.8.5 lacs per month or more during the year under review. The detailspursuant to Rule 5(2) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are annexed herewith as ANNEXURE C.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION & REDRESSAL) ACT 2013.

The Company has zero tolerance for sexual harassment and has set up an InternalComplaints Committee (ICC) for providing a Redressal mechanism pertaining to Sexualharassment of women employees at workplace. There was no complaint received during theyear under review.

37. GENERAL DISCLOSURES

Your Director's 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 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year underreview and hence no information as per provisions of Section 54(1)(d) of the Act read withRule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock OptionScheme during 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 2014 is furnished.

4. During the year under review there were no instances of non-exercising ofvoting rights in respect of shares purchased directly by employees under a scheme pursuantto Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital andDebentures) Rules 2014 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which canhave an impact on the going concern status and the Company's operations in future.

6. No frauds were reported by auditors under sub-section (12) of section 143.

35. ACKNOWLEDGEMENT

Your Director's wish to thank Bankers Government authorities and various stakeholderssuch as shareholders customers and suppliers among others for their support andvaluable guidance to the Company. Your Director's also wish to place on record theirappreciation for the committed services of all the Employees of the Company.

By order of the Board
For AUTORIDERS INTERNATIONAL LIMITED
Sd/- Sd/-
Maneka mulchandani Chintan patel
Director Managing director & CEO
DIN:- 00491027 DIN:- 00482043

Place : Mumbai

Dated : 4th September 2021

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