The Board of Directors is pleased to present the Thirty Fourth Annual Report on thebusiness and operations of your Company along with the audited financial statements forthe financial 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 2014.
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 |
| ||(र. in Lacs) ||(र. in Lacs) |
|Total Revenue ||6673.00 ||6531.12 |
|Total Expenses ||5728.07 ||5708.62 |
|Operating Profit ||944.93 ||822.50 |
|Finance Cost ||171.09 ||202.47 |
|Depreciation & Amortization ||557.42 ||560.59 |
|Expenses || || |
|Profit before Tax ||216.42 ||59.44 |
|Less: Exceptional Items ||- ||17.40 |
|Tax Expenses ||112.50 ||21.93 |
|Current Tax ||82.04 ||46.00 |
|Deferred Tax ||(0.82) ||(22.88) |
|Tax Adjustments ||29.64 ||1.19 |
|Profit for the year ||104.54 ||20.11 |
|Earnings Per Share ||21.33 ||4.10 |
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. 6673.00 lacs asagainst last year revenue of Rs. 6531.12 lacs. The profit before tax stood at Rs.216.42lacs against Rs.59.44 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 2019 was Rs. 49 01 400.
With a view to conserve resources for operations and future business expansion yourDirectors are of the view that the current year's profit be ploughed back into theoperations and hence not recommending any dividend for the year ended 31st March 2019.
6. CURRENT STATUS
The financial position of the Company in the financial year 2018-19 is satisfactory.The Company expects to achieve better performance during the current year.
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 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
Corporate Governance deals with ethical conduct integrity and accountability.Corporate Governance essentially involves balancing the interest of all the stakeholdersof the Company As required under Regulation 27(2) and Schedule V of SEBI (ListingObligations and Disclosure Requirements)Regulations 2015 Corporate Governance Report andCertificate regarding compliance of conditions of Corporate Governance form an integralpart of this report and are set out as separate ANNEXURE C to this Report.
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 2014. Thequestion of non-compliance of the relevant provisions of the law relating to acceptance ofdeposit does not arise.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Board currently comprises of 4 Directors including 2 Non Executive IndependentDirectors and 2 Executive Director.
Smt. 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.
There is no other change in the composition of the Board of Directors.
(ii) Key Managerial Personnel
Mrs. Shrima Shetty resigned as a Company Secretary w.e.f. 01st June 2018 and Mr.Shreyas Ponkshe was appointed as Company Secretary from the same date.
(iii) Declaration by an Independent Director(s)
The Company has complied with Regulations 25 of the SEBI(Listing Obligations andDisclosure Requirements) Regulations2015 and according to the provisions of section149(6) of the Companies Act 2013.The Company has also obtained declarations from all theIndependent Directors pursuant to section 149(7) of the Companies Act 2013.
(iv) Annual Evaluation of Board
Pursuant to the provisions of the Companies Act 2013 and Regulation 25 of SEBI of the(Listing Obligation and Disclosure Requirement)Regulations2015 the Board has carried outthe annual 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.
11. NUMBER OF BOARD MEETINGS
During the Financial year total 6 (Six) meetings of the Board of Directors were heldon 30th May 2018 14th August 2018 20th September 2018 14th November 2018 07th January2019 14th February 2019 respectively.
12. 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 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.
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.
13. 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. The details ofthe Committee and its terms of reference are set out in the Corporate Governance Reportforming part of the Boards Report.
14. 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 set out in the Corporate Governance Report forming part of the Board Report.
15. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee was constituted pursuant to the provisions ofSection 178 of the Companies Act 2013. The details of the Committee and its terms ofreference are set out in the Corporate Governance Report forming part of the Board Report.
16. 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 ofthe Company have pursuant to the provisions of Section 177(9) of the Companies Act 2013read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 framed"Vigil Mechanism Policy" for Directors and employees of the Company to provide amechanism which ensures adequate safeguards to employees and Directors from anyvictimization on raising of concerns of any violations of legal or regulatoryrequirements incorrect or misrepresentation of any financial statements and reportsetc. The employees of the Company have the right/option to report their concern/grievanceto the Chairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations.
17. 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 theManagement analysis and Discussion Report'
18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Information pursuant to Section 217(1)(e) of the Companies Act 1956 read with Section134(3)(m) of the companies Act 2013 and the Companies (Disclosure of Particulars in theReport of Board of Directors) Rules 1988 relating to the foregoing matters is givenhereunder. Your Company has taken necessary steps to conserve the energy and to protectthe environment. Your company is continuously adapting to the new technology in therelated fields of business and thereby striving to optimize customer satisfaction.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
|Foreign Exchange Earnings during the year: ||Rs. 1830422/-(C. Y.) |
| ||Rs. 3593601/- (P.Y.) |
|Foreign Exchange Outgo during the year : ||Rs. NIL/- (C.Y.) |
| ||Rs. 160268/- (P.Y) |
19. 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.
20. 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- A whichforms part of this Report.
21. CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility is not applicable to the Company hence there is noreport on the same.
(i) STATUTORY AUDITOR
In the 32nd Annual General Meeting held on 29th September 2017 M/s K.P.D. & Co. Chartered Accountants (ICAI FRN: 136856W) was appointed as Statutory Auditors for a tenureof 5 years subject to ratification of their appointment at every subsequent Annual GeneralMeeting. The Companies (Amendment) Act 2017 has waived the requirement for ratificationof the appointment of the Auditors at every Annual General Meeting. Auditors haveconfirmed their eligibility and submitted the Certificate in writing that they are notdisqualified to hold the office of the Statutory Auditor.
The Statutory Auditors have made a qualification in their Report dated 30th May2019for the financial year ended 31st March 2019. The qualification and management response tothis qualification have been provided in Annexure to Board's Report.
(ii) SECRETARIAL AUDITOR
The Board has appointed Ms. Shilpa K. Shah Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2018-19. The Reportof the Secretarial Audit Report is annexed herewith as ANNEXURE- B.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
(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.
23. 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.
24. 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).
25. 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.
26. 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.
27. 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 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.
28. 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 no material orserious observation has been received from the Internal Auditors and Statutory Auditors ofthe Company for inefficiency or inadequacy of such controls .
29. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES UNDER SECTION 186 OFTHE COMPANIES ACT OF 2013.
The Company has not given any loan or guarantees provided any securities or investmentmade during the year.
30. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All the related parties transactions entered by the Company during the financial yearunder review were on arm's length basis in the ordinary course of business and incompliance with the applicable provisions of the Companies Act 2013 and ListingRegulations.
During the year under review there have been no materially significant related partytransactions as defined under Section 188 of the Act and Regulations 23 the ListingRegulations and accordingly no transactions are required to be reported in Form AOC-2 asper Section 188 of the Companies Act 2013.
31. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURESAS 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.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & 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.
33. 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 2014 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 2014 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 2014 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 2014 is furnished.
5. No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Company's operations in future.
Your Directors 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 Directors 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 |
| ||TAPAN PATEL |
| ||Managing Director |
| ||DIN:- 00482646 |
|Place : Mumbai || |
|Dated : 14th August 2019 || |