To,
"Dear Shareholders,
On behalf of Autopal family, I extend my best wishes to all of you"
The Members of Autopal Industries Limited It gives us immense pleasure in presenting
you on behalf of the Board of Directors of the Company, the 31st Annual Report
of Autopal Industries Limited along with Audited Financial Statements for the year ended
31st March, 2017.
| Particulars |
|
(Rs in Lakhs) |
|
2016-17 |
2015-16 |
| Net Sales |
3460.67 |
4017.47 |
| Other Income |
6.96 |
7.96 |
| Operating Profit before Finance cost, Depreciation, Tax and Extraordinary items |
385.01 |
335.60 |
| Less: Depreciation & amortization expenses and Finance Costs |
339.64 |
284.78 |
| Profit before Tax and Extraordinary items |
45.37 |
50.82 |
| Less: Exceptional Items |
|
|
| Add: Extraordinary Items |
12.15 |
15.17 |
| Less: Tax |
6.43 |
15.53 |
| Net Profit for the year |
51.09 |
50.46 |
| Add: Balance brought forward from previous year |
|
|
| Profit available for appropriation |
51.09 |
50.46 |
| Appropriation of Profits |
|
|
| Transfer to General Reserve |
|
|
| Balance carried over to Balance Sheet |
51.09 |
50.46 |
Core Performance Report:-
Autopal had net Sales of Rs. 3460.67 lakhs in financial year 2016-17 against Rs4017.47
lakhs in previous financial year 2015-16. The operating profit before finance cost,
depreciation and tax is Rs.385.01 lakhs in current year 2016-17 against Rs. 335.60 lakhs
in previous financial year.
Transfer to Reserves:-
Considering the future prospect and the expansions, to which the Company looks forward,
no transfer has been made to the reserves in the Financial Year 2016-17.
Public Deposits:-
All the previous Fixed Deposit amounts and Interest thereon were paid in the previous
Financial Year i.e., 2015-16 and accordingly no amount is outstanding as on the Balance
Sheet Date, and further it is clarified that no money have been received which fall under
the category of deposits during the Financial Year 2016-17.
Dividend:-
The board of directors has decided that in order to consolidate and strengthen the
capital base of the company, the company does not recommend any dividend for the year
under review.
Disclosures under the Companies Act, 2013
a) Extract of Annual Return: The detail forming part of extract of annual return is
enclosed as Annexure-1.
b) Number of Board Meetings: During the year under review the Board of Directors of the
company met 16 (SIXTEEN) times (including a separate meeting of independent directors on
the Board). The details of the board meetings and the attendance of the directors are
provided in Corporate Governance Report. The intervening gap between the Meetings was
within the period prescribed under the Companies Act, 2013.
c) Committees of the Board: Details of all the Committees along with their terms of
reference, composition and meetings held during the year is provided in the Corporate
Governance Report and forms integral part of this report.
"Directors' Responsibility Statement"
To the best of their knowledge, belief and according to the information and
explanations obtained in terms of Section 134(3) (c) of the Companies Act, 2013, Directors
state that;
(i) In the preparation of the Annual Accounts, the applicable Accounting Standards have
been followed along with proper explanations relating to material departures, if any;
(ii) They have selected such Accounting Policies and applied them consistently and made
judgement and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company as at 31st March, 2017 and of the profit
and loss of the company for that period;
(iii) To the best of their knowledge and information, they have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) They have prepared the Annual Accounts on a Going Concern basis;
(v) They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
(vi) There is a proper system to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Appointment of Director(s) and KMP{s):-
Resignations:-
During the year,
• Mr. Abhishek Gupta {DIN 02691807), Executive Director of the Company also
resigned from his post on 2nd July, 2016.
• Mrs. Anubha Gupta (DIN: 02190808), Executive & Woman Director of the Company
resigned from the post on 18,hJuly, 2016.
Appointment:-
• Mrs. Bela Bhandari was appointed to fill the vacancy on account of
resignation of Mrs. Anubha Gupta, as an Additional Director in the Board meeting held on 28th
July, 2016 and has been confirmed to be appointed as a Non- Executive Independent
Director in the Annual General meeting held on 30th September, 2016. She
further agreed and qualified herself to be appointed as a Non- Executive Independent Woman
Director.
Board Evaluation:-
Pursuant to the provisions of the Companies Act, 2013 and Regulation 27(2) of the
Listing Obligation and Disclosure Requirement, 2015. The Board has carried out an Annual
Performance Evaluation of the directors (individually) as well as the evaluation of the
working of its Audit, Nomination & Remuneration, Compensation Committee and
Stakeholders Grievance Committee. The evaluation criteria, inter-alia, covered various
aspects of the board's functioning including its Composition, Attendance of Directors,
Participation levels, Specialised knowledge for decision making.
The performance of individual directors was evaluated on following parameters:-
• Level of Engagement and Contribution.
• Independence of Judgement
• Safeguarding the Interest of the Company and its minority shareholders.
• Time Devoted, etc.
The Directors expressed their satisfaction with the evaluation process. The Performance
of the Board is evaluated by each Director as well as collectively by the Board Annually.
The Boards' performance is evaluated on the basis of number of Board and Committee
meetings attended by an individual director, participation of director in the affairs of
the company, duties performed by each director and targets achieved. More details on the
same are given in the Corporate Governance Report.
Internal Financial Controls:-
The Company has its internal financial control system with reference to financial
statements. During the year, such system was tested and no reportable material weakness in
the system or in the operations was observed.
Related Party Transactions:-
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large. All Related Party Transactions are placed before the
Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee
is obtained on a quarterly basis for the transactions which are of a foreseen and
repetitive nature. The transactions entered into pursuant to the omnibus approval so
granted are audited and a statement giving details of all related party transactions is
placed before the Audit Committee and the Board of Directors for their approval on a
quarterly basis. The policy on Related Party Transactions as approved by the Board is
available on the Company's website Form No. AOC-2 carrying relevant details about related
party transactions of the Company is attached as Annexure-2.
Corporate Social Responsibility
(CSR) U/s 135 is not applicable to Autopal Industries Limited.
Risk Management:-
The Company has developed a very comprehensive risk management policy under which all
key risks and mitigation plans are compiled into a Risk Matrix. The same is reviewed
quarterly by senior management and periodically by the Board of Directors. The Risk Matrix
contains the Company's assessment of impact and probability of each significant risk and
mitigation steps taken or planned. For a detailed risk management policy please refer the
website link.
Policy for Prevention, Prohibition & Redressal Sexual Harassment of Women at
Workplace:-
Pursuant to the requirements of Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2014, the Company has a policy and framework for
employees to report sexual harassment cases at workplace and our process ensures complete
anonymity and confidentiality of information. Adequate workshops and awareness programmes
against sexual harassment are conducted across the organization.
Material Changes and Commitments Affecting Financial Position of the Company:-
No material changes and commitments have occurred after the close of the year till the
date of this Report, which affect the financial position of the Company.
Corporate Governance: -
Corporate governance is a ongoing procedure which remains at swing all the time at
Autopal Industries Limited. It's all about commitment to values and ethical business
conduct. Systems, policies and frameworks are regularly upgraded to effectively meet the
challenges of rapid growth in a dynamic external business environment. Being a Listed
Corporate entity, our Company is committed to sound corporate practices based on
conscience, openness, fairness, professionalism and accountability paving the way in
building confidence among all its stakeholders for achieving sustainable long term growth
and profitability. A detailed Corporate Governance Report and a certificate from M/s.
Mahendra Khandelwal & Co., Practicing Company Secretary, Jaipur has been received
regarding compliance with conditions of Corporate Governance as required under Regulation
27(2) of the Listing Obligation and Disclosure Requirement, 2015 .
Agreements are attached and form an integral part of this report. Certificate of the
CEO/CFO, inter alia, confirming the correctness of the Financial Statements, compliance
with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of
matters to the Audit Committee in terms of Regulation 27(2) of the Listing Obligation and
Disclosure Requirement, 2015 with the Stock Exchanges, is attached and forms an integral
part of this report.
Statutory Auditor:-
At the Annual General Meeting of the Company which was held on 30Ih
September, 2015 M/s Rajvanshi &Associates Chartered Accountants, were appointed as
Statutory Auditors of the Company to hold office till the conclusion of the 33rd
AGM. In terms of the first proviso to Section 139 of the Companies Act, 2013, the
appointment of the auditors shall be placed for ratification at every Annual General
Meeting. Accordingly, based on recommendation of Audit Committee and Board of Directors,
the appointment of M/s Rajvanshi &Associates Chartered Accountants, as Statutory
Auditors of the Company, is placed for ratification by the shareholders. In this regard,
the Company has received a certificate from the auditors to the effect that if they are
reappointed, it would be in accordance with the provisions of Section 141 of the Companies
Act, 2013. Further, for any qualifications or adverse remarks in the Auditors' Report
valid clarification/ explanation has been given The Notes on financial statements are self
explanatory, and needs no further explanation.
Cost Auditor:-
The Audit Committee and Board of Directors of the Company has appointed M/s Bikram Jain
& Associates, Cost Accountants having firm Registration No. 101610, as Cost Auditor
for conducting the audit of Cost Records maintained by the company for the Financial Year
2017-18. There are no qualifications or adverse remarks in the Cost Audit Report which
requires any clarification/ explanation.
Particulars of Loans:-
APIL has neither given loan(s) nor investment(s) has been made and neither Guarantee(s)
has been provided nor Securities has been provided Reference Section 134 and 186(4) of
companies act, 2013.
Secretarial Auditor and Secretarial Audit Report:-
I The Board has appointed M/s Mahendra Khandelwal & Co., Company Secretaries in
Whole-time Practice, to carry out Secretarial Audit of the Company under the provisions of
Section 204 of the Companies Act 2013. The Report of Secretarial Auditor is annexed with
this report as Annexure-3. The Report does not contain any qualification.
Insider Trading
Insider Trading Prevention Code Pursuant to the SEBI Insider Trading Code, the company
has formulated a comprehensive policy for prohibition of Insider Trading in Equity Shares
of Autopal Industries Limited to preserve the confidentiality and to prevent misuse of
unpublished price sensitive information. Mr. Abhishek Swami has been designated as the
Company Secretary cum Compliance Officer. It has also been posted on the website of the
Company i.e. www.autopal.org
Energy Conservation& Foreign Earnings and Outgo
a) Conservation of Energy, Technology Absorption under Section 134 of the Companies
Act, 2013 read with Companies (Accounts) Rules 2014 is not applicable for the Company.
b) . Expenditure in foreign currency Expenditure incurred in foreign currency for:
Travelling Expenses Rs. 70150/- (Previous Year Rs 326165/-)
Purchase of Imported Material Rs. 71,64,487/- (Previous Year Rs. 431,64,244/-)
Purchase of Plant & Machinery components Rs NIL (Previous Year Rs.26,01,592/-)
Standalone Financial Statements and Cash Flow Statement:-
As required under Regulation 33 of theSEBI ( Listing Obligation and Disclosure
Requirement),Regulation 2015, the , Standalone Financial Statements of the Company have
been prepared in accordance with the requirements of Accounting Standards issued by The
Institute of Chartered Accountants of India'. The Audited Consolidated Financial
Statements together with Auditors' Report thereon forms part of the Annual Report. Listing
Disclosure:-
Listing of Equity Shares: The equity shares of the Company are listed on the Bombay
Stock Exchange Ltd (BSE Ltd).
I Our scrip code in BSE is 517286.
CDSL & NSDL Connectivity: The Company has demat Connectivity with CDSL & NSDL
for demat of shares. The shareholders can avail the depository service with any Depository
Participant registered with CDSL & NSDL which are spread over the length and breadth
of the country. Around 62.21% of the shares had already been dematerialized and remaining
shareholders can apply to our RTA for the same. Our ISIN No. is INE335Q01018.
^Trading of Shares has been suspended by BSE w.e.f. 31 March, 2016 as the Company is
under surveillance measures.
Management Discussion Report:-
Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 27(2) of the Listing Obligation and Disclosure Requirement, 2015 with the Stock
Exchanges in India is presented in a separate section forming part of this Annual Report.
Vigil Mechanism:-
The Company is committed to highest standards of ethical, moral and legal business
conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which
is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and
SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015. The policy provides
for a framework and process whereby concerns can be raised by its employees against any
kind of discrimination, harassment, victimization or any other unfair practice being
adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of
your Company have been outlined in the Corporate Governance Report which forms part of
this report.
Effect of Hon'ble Board for Industrial and Financial Reconstruction (BIFR) order on the
Books of accounts:-
With effect from 22nij August, 2014 the company had ceased to be a sick
industrial company within the meaning of section 3(1) (o) of SICA, 1985 and therefore it
is discharged from the purview of SICA. However, the unimplemented provisions of the
sanctioned scheme, if any, shall continue to be implemented by the company.
Registrar and Share Transfer Agent:-
The Company has appointed Beetal Financial Computer Service (P) Limited as their
Registrar and Share Transfer Agent. You may contact and file any application for
transfer/transmission of shares, change of address and resolve any queries related to
share holder with the RTA and you may also apply to Beetal for the conversion of physical
shares into dematerialized form with its registered address as under:- Beetal House,
3rd floor, 99 madangir, Behind Local Shopping Centre,
Near Dada Harshukhdas Mandir, New Delhi-110062
Ph: 011-29961281, 83,
E-mail: beetal(8>beetalfinancial.com
Substantial Acquisition of Stake Regulation 8(3) (SAST):-
Shri D.P. Gupta Promoter & Promoter group of the Autopal Industries Limited and
Shri Anup Gupta as a Managing Director acquired substantial Shares of the Company bringing
their total shareholding to 52.29% of the total equity capital of the Company.
Managerial Remuneration:- During the Financial Year 2016-17, Company's profits were
inadequate, thus the company fixed managerial remuneration with a maximum amount of Rs.
Thirty Lakhs (30,00,000) as remuneration to the Board of Directors in accordance with
Section 197 of the Companies Act, 2013, as the Company Paid-up Capital is less than Rs.
Five crores.
Independent Directors Declaration :-
The Company has received necessary declaration from each of Independent Directors of
the Company under Section 149 of the Companies Act,2013 that they meet the criteria of
independence laid down under the Companies Act,2013.
Miscellaneous:-
Directors state that no disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year under review:
• Details relating to deposits covered under Chapter V of the Act.
• Neither the Managing Director nor the Whole-time Directors of the Company
receive any remuneration or commission from any of its subsidiaries.
• No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
Acknowledgement: -
The results of an organisation are great reflective of the efforts put in by the people
who work for/ with the company. The Directors fully recognise the contribution made by the
employees of the company and all stakeholders for successful operations of the company.
The Directors also place on record their appreciation for the sincere cooperation and
assistance of Government Authorities, Customers, Suppliers, BSE, NSE, CDSL, NSDL, Bankers,
Business Associates, Shareholders, Auditors, Financial Institutions and other individuals
/ bodies.
|
For and on behalf of the Board of Directors |
|
of Autopal Industries Limited |
| PLACE:- JAIPUR |
Anup Gupta Dharam Pal Gupta |
| DATE: - 02/09/2017 |
(Managing Director) (Chairman) |
|