auto pins india ltd Directors report

To the Members of

AUTO PINS (INDIA) LIMITED,

Your Directors have pleasure in presenting their 48th (Eighth) Annual Report together with the Audited Financial Statement of the Company for the Year ended March 31, 2023.

FINANCIAL SUMMARY

During the year under review the Company has achieved the following financial results:

(Rs. in Lakhs)

Particulars	31.03.2023	31.03.2022
Total Income	4568.89	3610.85
Expenditure	4481.08	3566.81
Profit before Tax	87.81	44.04
Less: Tax Expense	3.26	-20.13
Profit after Tax	84.55	64.17

STATE OF COMPANY S AFFAIRS

The overall performance for the financial year ended 31st March, 2023 was satisfactory. During the year of operation, the Company has earned a revenue of Rs. 4543.51 lakhs (against Rs. 3579.47 lakhs previous year) and has registered a net profit of Rs. 84.55 lakhs (against Rs 64.17 lakhs previous year). However, your Directors are confident that the company will do much better in future and trying its level best to further improve its performance.

DIVIDEND

No dividend on equity shares recommended by the Board for the year ended 31st March, 2023 considering the future plans of the Company.

FIXED DEPOSITS

Your Company has not invited or accepted any deposit from the public and as such no amount of Principal and interest was outstanding on the date of the Balance Sheet.

SHARE CAPITAL

(A) Authorised Share Capital

The Authorised Share Capital of the company stands at Rs. 70,000,000/- divided into 7,000,000 Equity Shares of Rs. 10/- each. During the year, there has been no change in Authorized Share Capital of the company.

(B) Issued, Subscribed and Paid Up Share Capital

The Issued, Subscribed and Paid up Share Capital of the company stands at Rs. 57,070,620/- divided into 5,707,062 Equity Shares of Rs. 10/- each. During the year, there was no change in the issued, subscribed and Paid-up Share Capital of the company.

RESERVES

During the financial year 2022-23, the Company has not transferred any amount to its Reserves and Surplus.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE AND FINANCIAL POSITION

The Company does not have any Subsidiary, Joint venture or Associate Company during the year under review. However, The Company has a holding company namely M/s Mystic Woodart Private Limited as on March 31, 2023 and holds 3152500 shares (55.24%) in your company. The details of the Holding Company are as follows:

Name of the Company	MYSTIC WOODART PRIVATE LIMITED
CIN	U74900DL2007PTC168093
Registered office	Shop No.40, 1st Floor India Mall,
	Community Centre, New Friends Colony,
	New Delhi-110025

MATERIAL CHANGES AND COMMITMENT

No material changes and commitments occurred, which may affect the financial position of the Company, between the end of the financial year of the Company to which the financial statements relate and the date of the report.

INTERNAL CONTROL SYSTEM

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The management of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no Change in the nature of the business of the Company.

PERSONNEL DIRECTORS AND KEY MANAGERIAL

Directors:

? During the year under review, there is Re-appointment of Mr. Rajbir Singh (DIN- 00176574) as a Director, who retires by rotation in the AGM held on 28th September 2022.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company s

Articles of Association, Mr. Rajbir Singh, Director, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommends his reappointment for consideration of the Members of the Company at the ensuing Annual General Meeting.

Key Managerial Personnel (KMP):

During the Year under review, Ms. Neha Garg was appointed as Company Secretary and Compliance officer w.e.f 20.04.2022 and resigned from her post on 13.08.2022.

Mr. Madhav Kumar Mishra was appointed as Company Secretary and Compliance officer w.e.f 13.08.2022 and resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 14.11.2022.

Further, Ms. Rashmi Baranwal was appointed as Company Secretary and Compliance officer of the Company w.e.f. 30.05.2023 and resigned from her post w.e.f. 24.08.2023.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from all Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS

During the financial year 2022-23, Six (6) Board Meeting were convened and held on 20.04.2022, 30.05.2022, 13.08.2022, 02.09.2022, 14.11.2022, 14.02.2023. The gap between two meetings did not exceed 120 days.

ANNUAL RETURN

The Web link of annual return is https://www.autopinsindia.com

PERFORMANCE EVALUATION OF NON INDEPENDENT DIRECTORS

The performance evaluation of Chairman and the Non-Independent Directors were carried out by the Independent Directors, considering aspects such as effectiveness as Chairman, in developing and articulating the strategic vision of the company; demonstration of ethical leadership, displaying and promoting throughout the company a behaviour consistent with the culture and values of the organization; contribution to discussion and debate through thoughtful and clearly stated observations and opinions; creation of a performance culture that drives value creation without exposing the company to excessive risks.

COMPANY S POLICY ON DIRECTOR S APPOINTMENT AND REMUNERATION

The criteria for Director s appointment has been set up by the Nomination and Remuneration

Committee, which includes criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub Section (3) of Section 178 of the Companies Act,

2013("the Act").

COMPOSITION OF COMMITTEES

The Board has the following Committee during the period under review:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

Audit Committee

The Company has constituted an Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 as set out in the following table:

S. No.	Name of the Director	Status	Nature of Directorship
1	Mr. Nand Kishore Sharma	Chairperson	Independent Director
2.	Mr. Subhash Jain	Member	Director
3.	Ms. Shilpy Chopra	Member	Independent Director

Meetings

During the financial year 2022-23, Four (4) meetings of the Audit Committee were held, as detailed herein below. The gap between two meetings did not exceed four /months.

The details of the meetings held and the attendance thereat of the Members of the Audit Committee are as detailed here in below:

		ATTENDANCE
Date of meeting	Ms. Chopra	Shilpy Mr. Nand Sharma	Kishore Mr. Jain	Subhash
30.05.2022
14.08.2022
14.11.2022
14.02.2023

Nomination and Remuneration Committee

[Section 178 of Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provision]

The Company has Nomination and Remuneration Committee as set out in the following table:

S. No.	Name of the Director	Status	Nature of Directorship
1.	Mr. Nand Kishore Sharma	Chairperson	Independent Director
2.	Ms. Shilpy Chopra	Member	Independent Director
3.	Mr. Joginder Singh	Member	Independent Director

Meetings

During the financial year 2022-23, the Committee met One time. The details of the meetings held and the attendance thereat of the Members of the Nomination and Remuneration Committee are as detailed herein below:

			ATTENDANCE
Date of meeting	Mr. Singh	Joginder	Mr. Nand Sharma	Kishore Ms. Chopra	Shilpy
13.08.2022

STAKEHOLDER RELATIONSHIP COMMITTEE

[Section 178 of Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provision)]

The composition of the Stakeholders Relationship Committee (SRC) is in line with the Section 178 of the Act read with Regulation 20 of SEBI (LODR), 2015. It looks after the stakeholder s grievances and redressal of investors complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of dividend etc.Committee is constituted as set out in the following table:

S. No.	Name of the Director	Status	Nature of Directorship
1.	Mr. Nand Kishore Sharma	Chairperson	Independent Director
2.	Ms. Shilpy Chopra	Member	Independent Director
3.	Mr. Joginder Singh	Member	Independent Director

Meetings

During the financial year 2022-23, the Committee has met once in the year. The details of the meeting held and attendance there at of the Members of the Stakeholders Relationship Committee are as detailed herein below:

		ATTENDANCE
Date of meeting	Mr. Joginder Singh	Ms. Shilpy Chopra	Mr. Nand Kishore Sharma
02.09.2022

MEETING OF INDEPENDENT DIRECTORS

As required under Clause VII of Schedule IV of Companies Act, 2013 read with Regulation 25(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Independent directors of the Company shall hold at least one meeting in a year without the attendance of non-Independent Directors and members of management. Accordingly a separate meeting of Independent Directors was held on February 14, 2023 inter alia to discuss and review the performance of Non-Independent Directors and the board as a whole: review the performance and to assess the quality, Quantity and timeliness of flow of information. The Independent Directors have handed over the proceedings of the meeting to the Managing Director of the Company.

POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website www.autopinsindia.com.The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

In addition to its Code of Conduct and Ethics, key polices that have been adopted by the company are as follows:

S. No.	Name of the Policy	Brief Description
1.	Whistle blower Policy(Policy on Vigil Mechanism) [Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015]	Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015, the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behaviour, actual or suspected, fraud or violation of the Company s Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimisation of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.
2.	Nomination remuneration & Evaluation policy [Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015]	The Board has on the recommendation of the Nomination & Remuneration Committee framed a Nomination Remuneration & Evaluation Policy, which, inter-alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, along with the criteria for determination of remuneration of Directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015.
3.	Prevention, Prohibition & Redressal of Sexual Harassment of Women At Workplace	The Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace and an Internal Complaints Committee (ICC) has been constituted there under. The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations.
4.	Risk Management Policy	Your Company has formulated and adopted a Risk Management Policy. The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The Risk Management Policy approved by the Board acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organisation.
5.	Related Party Transaction Policy [Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015]	Related Party Transaction Policy, as formulated by the Company, defines the materiality of related party transactions and lays down the procedures of dealing with Related Party Transactions.
6.	Insider Trading Policy	The Policy provides the framework in dealing with securities of the company.
7.	Document Retention and Archival Policy [Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015]	Pursuant to SEBI(LODR) Regulations, 2015 it mandates that every listing entity shall formulate a policy for preservation of documents and Regulation 30(8) of the Regulations is also required to have an archival policy on archiving all information disclosed to stock exchange(s) and the same being hosted on the Company s website.
8.	Materiality Disclosure Policy [Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)Regulation , 2015]	Pursuant to SEBI (LODR) Regulations, 2015 it mandates that every listed entity shall make disclosure of any events or information which, in the opinion of the Board of Directors of the listed company, is material and the same being hosted on the Company s website.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

The Board of Directors has approved a Code of Conduct, which is applicable to the members of the Board and all employees in the course of day to day business operations of the Company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place in business practices and in dealing with stakeholders. All the Board

Members and the Senior Management personnel have confirmed compliance with the Code. All Management personnel are being provided appropriate training in this regard.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN & WORKPLACE (PREVENTION, PROHIBITION AND RESDRESSAL) ACT, 2013

As per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act ,2013 your Company has taken the initiatives towards any action on the part of any executive, which may fall under the ambit of Sexual Harassment at workplace, and is fully committed to uphold and maintain the dignity of every women working in the premises of the Company. The Policy provides for protection against sexual harassment of woman at workplace and for prevention of such complaints.

Number of complaints pending as on the beginning of the period - NIL
Number of complaints filed during the financial period	- NIL
Number of complaints pending as on the end of the period	- NIL

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3) (q) and Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in "Annexure-1".

AUDITORS

Statutory Auditor and their Report

At the 47th (Forty Seventh) AGM held on September 28, 2022 of M/S Sanjay Rawal & Co., Chartered Accountants, (Firm Registration No. 012820N) were appointed as Statutory Auditors of the Company to hold office for a term of five consecutive financial year, from the conclusion of (Forty-Seventh) Annual General Meeting of the Company till the conclusion of the (Fifty Second) Annual General Meeting, on such remuneration as may be mutually agreed upon by the Board of Directors and the Auditors after consultation with the Audit Committee.

Their payment of remuneration to be confirmed and approved in the ensuing Annual General Meeting.

There are no qualifications or adverse remarks in the Auditor s Report which require any clarification/explanation. The notes on financial statements are statements are self-explanatory, and needs no further explanation.

Secretarial Auditor and Their Report

As required under section 204 of the Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing secretarial and related records of the Company. Accordingly, M/s Parveen Rastogi & Co., Practicing Company Secretaries, was appointed as Secretarial Auditor for carrying out the secretarial audit of the Company for the Financial Year 2022-23. The Secretarial Audit report for the financial year ended 31st March, 2023 is annexed with the Board s report as Annexure 2. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The notes on account referred to in Auditor s Report are self-explanatory and, therefore, do not call for any further comments under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The Secretarial Audit Report contains following observations along with management reply:

S. No.	Observations	Management Reply
1.	? Regulation 29(2) & 29(3) of SEBI (LODR)Regulations, 2015, the Company did not furnish prior intimation to BSE about the meeting of the Board of Directors for approving Financial Results for the Quarter Ended 30th September , 2022 on time	The Management informed that such delay occurred due to login error in BSE website.
2.	? As per section 203(1) of the Companies Act, 2013 read with the Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 6(1) of SEBI (LODR) Regulations, 2015, the Company did not have a Company Secretary and Compliance officer as on 31st March 2023. However, Ms. Rashmi Baranwal was appointed as Company Secretary and Compliance officer of the Company w.e.f. 30.05.2023.	The Management informed that the Company was unable to find suitable candidate for the post of Company Secretary and Compliance officer.
3.	? Mr. Joginder Singh, was appointed w.e.f 12.10.2021 as an Independent director of the company but his name is not added /registered in data bank as per Rule 6 of the Companies (Appointment and qualification of Directors) Rules, 2014 read with as per Companies (Creation and Maintenance of databank of Independent Directors) Amendment, Rules 2021 on 18th June2021.	The Management informed that the Company was unaware of this.

Internal Auditor

M/s Bhardwaj & Co., Internal Auditor of the Company for the F.Y. 2022-23 according to Section 138 of the Companies Act, read with Companies (Accounts) Rules, 2014 to carry out the roles and responsibilities during the current financial year which are as follows:

? Evaluated and provided reasonable assurance that risk management, control, and governance systems are functioning as intended and will enable the organization s objectives and goals to be met. ? Reported risk management issues and internal controls deficiencies identified directly to the audit committee and provided recommendations for improving the organization s operations, in terms of both efficient and effective performance. ? Evaluated information security and associated risk exposures. ? Evaluated regulatory compliance program with consultation from legal counsel.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review the Company has not given loan, Guarantees or invested under Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

PUBLIC DEPOSITS

During the period under review, the Company has not accepted any deposits from public and as such, no amount on account of principal and interest on deposits from public was outstanding as on the date of the balance sheet.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY S

OPERATIONS IN FUTURE

Your Directors confirm that no significant and/or material order(s) had been passed against the Company during the financial year 2022-23 which may adversely impact the status of ongoing concern and operations in future of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions entered during the period under review are disclosed in the Financial Statements of the company for the financial year ended March 31, 2023. These transactions entered were at an arm s length basis and in the ordinary course of business. There were no materially significant related party transactions with the Company s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2, containing the note on the aforesaid related party transactions is enclosed herewith as "Annexure-3".

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company s website.

CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the criteria as laid down under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, therefore, there was no requirement to constitute and formulate a committee under Corporate Social Responsibility.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In pursuance to section 134 of the Companies Act, 2013, comments are required in relation to Conservation of Energy, Technology Absorption as the company is engaged in manufacturing activities. The details forming part of the extract of Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo are annexed herewith as Annexure 4.

LISTING REQUIREMENTS

The equity shares of your Company are listed with the BSE Limited.

DEMATERAILIZATION OF SHARES

The shares of your company are being traded in electronic form and the Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility for dematerialization of shares either of the Depositories as aforesaid.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

As per Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Management Discussion and Analysis report is appended herein. The said report is part of the annual report as "Annexure-5".

CORPORATE GOVERNANCE

The Company is not required to mandatorily comply with the provision of Regulation 17 to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as its equity share capital is less than Rs.10 Crore and Net Worth is not exceeding Rs.25 Crores, as on the last day of the previous financial year.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the Annual Accounts of the Company for the year ended 31st March, 2023 that: i. In the preparation of the accounts, the applicable accounting standards have been followed with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2023, and of the profit of the Company for that year;

iii. The Directors had taken proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual Accounts on a "going concern" basis;

v. The Directors, being a Listed Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF FRAUD REPORTED BY AUDITORS

No fraud has been noticed or reported by the Auditors including cost auditor and secretarial auditor of the Company as per Section 134 (3) (ca) of the Companies Act, 2013 read with Companies (Amendment) Act, 2015.

CHIEF FINANCIAL OFFICER AND MANAGING DIRECTOR CERTIFICATE

In terms of the requirement of the Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, the certificate from Managing Director and Chief Financial Officer obtained and is attached in the said annual report.The said certificate is part of the annual report as

"Annexure-7".

SHARE TRANSFER SYSTEM

The Stakeholders Relationship Committee has authorized the Company Secretary of the company to approve the transfer of shares within a period of 15 days from the date of receipt in case the documents are completed in all respects. Shares under objection are returned within two weeks. All request for dematerialization of shares are processed, if found in order and confirmation is given to the respective depositories, that is National Securities Depositaries Ltd (NSDL) and Central Depositories Services Ltd (CDSL) within 15 days.

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

In compliance of the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the

Company has formulated "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" and "Code of Conduct to Regulate, Monitor and Report Trading by Insiders". "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" prescribes the framework for fair disclosure of events and occurrences that could impact price discovery in the market for securities of the Company and "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" has been formulated to regulate, monitor and report trading by employees and other connected persons of the Company.

ACKNOWLEDGEMENT

The Company would like to thank all of its Stakeholders, including, inter alia, Suppliers, vendors, Investors and Bankers and appreciation to all its customers for their consistent, abiding support throughout the year. Your Company also records its appreciation of the contributions made by employees at all levels. Their commitment, cooperation and support are indeed the backbone of all endeavours of the Company.