Automobile Products of India Ltd Directors Report

To,

The Members

Automobile Products of India Limited

Your Directors present the Seventy-Third (73^rd) Annual Report of the Company together with Audited Financial Statements for the financial year ended 31^stMarch, 202 4.

1) FINANCIAL HIGHLIGHTS:

(Rs.in Lakh s)

Particulars	2023-24	2022-23
	Rs.	Rs.
Revenue from Operations	17.00	17.00
Other Income	60.80	43.61
Total Income	77.80	60.61
Less Expenditure:	202.43	145.63
Profit/(Loss) before tax	(124.63)	(85.02)
Less: Tax Expenses:
- Current Income Tax	-	-
- Earlier Year Tax	-	-
- Deferred Tax	(1.01)	(0.64)
Profit/(Loss) after tax	(123.62)	(84.38)

2) MANAGEMENT DISCUSSION AND ANALYSIS a. Review of Operations:

During the year review, total income stood at Rs. 77.80 Lakhs, as against the total income for the previous year of Rs.60.61 Lakhs. Further, the Company reported a loss before tax of Rs. 124.63 Lakhs during the year under review, as compared to the lossbefore tax of Rs. 85.02 Lakhs in the previous year. Further, since your Company has incurred losses during the previous years and has accumulated losses and its net worth being fully eroded, the Companys ability to continue as a going concern was uncertain. However, Holding Company i.e. Kiyana Real Estate Private Limited has indicated its intention to arrange the required financial support to the Company and accordingly, the financial statements of the Company have been prepared on a going concern basis. b. Future Outlook: With limited availability of resources, your Company is exploring all possible business opportunities and other alternatives.

3) DIVIDEND:

In view of loss incurred during the year under review and brought forward losses of the Company, your Directors do not recommend payment of any dividend on equity shares.

4) RESERVES:

During the year under review, no amount has been transferred to reserves.

5) WEB-LINK OF ANNUAL RETURN:

The Annual Return of the Company for the year ended 31^st March, 2024 is available on the Companys website and can be accessed athttps://www.apimumbai.com/investor- relations/default.aspx

6) BOARD AND COMMITTEE MEETINGS: a) Board Meetings:

During the financial year under review, four (4) meetings of the Board of Directors were held on the following dates, in due compliance with the Companies Act, 2013 (‘the Act) & Secretarial Standard – 1:

Apr – June	July – Sep	Oct – Dec	Jan – Mar
29-May-23	14-Aug-23	8-Nov-23	8-Feb-24

The attendance of Director(s) at the meeting of the Board of Directors was as under:

Sr. No Name of Director(s)	Status	No. of Board Meetings attended during the year
1. Mr. Shyam Agarwal	Director	2
2. Mr. Siddharth S. Agarwal	Director	1
3. Ms. Priti Kataria	Independent Director	4
4. Mr. Devesh Bhatt	Independent Director	4

b) AuditCommittee Meetings:

The Audit Committee presently comprises of the following Directors:

Sr. No. Names of the Members	Designation	Category
1. Mr. Devesh Bhatt	Chairman	Independent Director
2. Ms. Priti P. Kataria	Member	Independent Director
3. Mr. Siddharth Agarwal	Member	Director

During the year under review, four (4) meetings of the Audit Committee were held on the following dates:

Apr – June	July – Sep	Oct – Dec	Jan – Mar
29-May-23	14-Aug-23	8-Nov-23	8-Feb-24

The attendance of Committee Members at the meetings of the Audit Committee held during the financial year ended 31^stMarch, 202 3 was as under:

Sr. No. Name of the Members	No. of Committee Meetings attended during the year
1. Mr. Devesh Bhatt	4
2. Ms. Priti P. Kataria	4
3. Mr. Siddharth Agarwal	1

None of the recommendations made by the Audit Committee were rejected by the Board. c) Nomination & Remuneration Committee Meetings:

The Nomination and Remuneration Committee (‘NRC) presently comprises of the following Directors:

Sr. No. Names of the Members	Designation	Category
1. Ms. Priti P. Kataria	Chairperson	Independent Director
2. Mr. Shyam Agarwal	Member	Director
3. Mr. Devesh Bhatt	Member	Independent Director

During the year under review, one (1) meeting of the NRC was held on 29^th May, 2023. All the members of the NRC attended the meeting, except Mr. Shyam Agarwal who could not attended the meeting due to his preoccupation. d) Stakeholders Relationship Committee Meetings:

The Stakeholders Relationship Committee (‘SRC) presently comprises of the following Directors:

Sr. No. Name of the Members	Designation	Category
1. Mr. Shyam Agarwal	Chairman	Non Executive Director
2. Ms. Priti Kataria	Member	Independent Director
3. Mr. Devesh Bhatt	Member	Independent Director

During the year under review, one (1) meeting of the SRC was held on 29^th May, 2023. All the members of the SRC attended the meeting, except Mr. Shyam Agarwal who could not attended the meeting due to his preoccupation e) Independent Directors Meeting:

The Independent Directors held their meeting without the presence of any Executive/Non-Executive Directors and members of management in compliance with Schedule IV of the Act, to inter alia to: i) Review the performance of Non-Independent Directors and the Board as a whole; and ii) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. iii) Review the performance of the Chairperson, taking into account the views of executive and non-executive directors of the Company.

7) SECRETARIAL STANDARDS (SS-1):

In accordance with Clause 9 of SS-1, the Company has complied with applicable Secretarial Standards during the year under review.

8) WHISTLE BLOWER MECHANISM:

In pursuance of the provisions of section 177(9) and (10) of the Act, Whistle Blower Mechanism for stakeholders, directors and employees to report genuine concerns has been established. Thus, Whistle Blower Mechanism provides a mechanism for the Directors/ Employees to report violations without fear of victimization of any unethical behaviour, suspected or actual fraud and violation of Code of conduct etc., which are detrimental to the organizations interest. The Directors and Employees of the Company can directly approach to the Chairman of the Audit Committee to report about any grievances. During the year under review, no such instance has been reported to the Chairman of the Audit Committee.

9) DIRECTORSRESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors Responsibility Statement, it is hereby confirmed: i) that in the preparation of the annual accounts for the financial year ended 31^stMarch, 202 4, the applicable accounting standards have been followed and there is no material departure from the same; ii) that the directors had 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 and of the loss of the company for that period. iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) that the Directors have prepared the annual accounts for the year ended 31^st March, 2024 on a ‘going concern basis. v) that the Directors had 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) that Directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10) DIRECTORS:

During the year under review, there was no change in the composition of the Board of Directors of the Company. a) Declaration from Independent Directors:

Your Company has received statements of declaration of Independence from Mr. Devesh Bhatt (DIN: 08225392) and Ms. Priti P. Kataria (DIN: 00088975), Independent Directors of the Company and these Directors have confirmed that they meet the criteria of independence as provided in Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. b) Retirement by Rotation:

Mr. Siddharth Agarwal (DIN: 02055700), Director of the Company retires by rotation at the ensuing Annual General Meeting in accordance with the provisions of Section 152 of the Act, and being eligible, offers himself for re-appointment. Based on the review and recommendation by the Nomination and Remuneration Committee, the Board recommends his re-appointment to the Members at their ensuing Annual General Meeting.

11) KEY MANAGERIAL PERSONNEL:

Your Company has following Key Managerial Personnel (KMP), pursuant to the provisions of Section 203 of the Act:

Sr. No. Name of Key Managerial	Designation
Personnel
1. Mr. Ajith Kathariya	Chief Executive Officer
2. Mr. Indra Jain	Chief Financial Officer
3. Mr. Ankit V. Patel	Company Secretary and Compliance Officer

During the year under review, there is no change in KMP of the Company.

12) FORMULATION OF POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION:

The Nomination and Remuneration Committee recommended and Board approved the policy for appointment and removal of Directors, Key Managerial Personnel (‘KMP), Senior Management Personnel and other employees and their remuneration is aimed at commitment of fostering a culture of high performance in line with its Vision, Mission and Values. The key principles governing this remuneration policy are as follows: i) Criteria of Appointment and Removal of Directors, KMPs and Senior Management: a. The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board. b. In case of appointment of Independent Directors, the Committee shall satisfy itself with regard to the independence of the Directors vis-?-vis the Company so as to enable the Board to discharge its function and duties effectively. c. The Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Act. d. The Committee shall consider the following attributes/ criteria, whilst recommending to the Board the candidature for appointment as Director: i. Qualification, expertise and experience of the Directors in their respective fields; ii. Personal, Professional or business standing; e. In case of re-appointment of Non-Executive Director, the Board shall take into consideration the performance evaluation of the Director and his or her engagement level. ii) Remuneration:

The Remuneration Policy ("the Policy") is in line with aforesaid philosophy. The overall remuneration and practices are endeavoured to be aligned and be consistent with the organizations prevailing/ benchmark practices. The key factors governing formulation of the policy are in line with the provisions of Section 178(4) of the Act. The Non-Executive Directors may be paid remuneration by way of sitting fees for participation in the Board/ Committee meetings based on the recommendation of Nomination and Remuneration Committee and approval of the Board. The Board, subject to the compliance of the Act, may also consider payment of commission from time to time. With regards to remuneration to persons other than directors, the Company follows a holistic remuneration practice which are consistent with organizations philosophy, vision and values and which supports to build capacity as well as capabilities of the manpower. The copy of the aforesaid Policies will be available for inspection of members at the Registered office of the Company during working hours and on the website of the Company at https://www.apimumbai.com/investor-relations/investors-information.aspx i n section ‘Policies, Codes and Other Information.

13) HOLDING COMPANY:

Kiyana Real Estate Private Limited continues to be the holding company of the Company. 14) SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture, associate companies.

15) BUSINESS RESPONSIBILITY & SUSTAINABLITY REPORTING :

The Business Responsibility & Sustainablity Reporting (BRSR) as part of the Annual Report as required by Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your Company for the financial year ended on 31^stMarch, 202 4.

16) SIGNIFICANT AND MATERIAL ORDER:

There was no order passed by any regulator or court or tribunal impacting the going concern status of the Company and Companys Operations.

17) INTERNAL FINANCIAL CONTROLS:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of Companys business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

18) AUDITORS: a) STATUTORY AUDITOR:

M/s. CAS & Co., Chartered Accountants (Firm Registration No.: 111075W), the Statutory Auditor of the Company, were appointed as the Statutory Auditor of the Company for a term of five (5) consecutive years up to the conclusion of the Annual General Meeting of the Company to be held for the calendar year 2028. The Company has not received any communication from the Statutory Auditor stating that they are disqualified to act as Statutory Auditor of the Company pursuant to sub-section (3) of Section 141 of the Companies Act, 2013. b) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act and Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Yogesh Singhvi, Practicing Company Secretary to carry out the secretarial audit of the Company. c) INTERNAL AUDITOR:

M/s. C. R. Mohnot & Co., Chartered Accountants, Mumbai (Firm Registration No. 144750W) are the Internal Auditor of the Company. They have carried out and duly conducted internal audit of the function and activities of the Company for the F.Y. 2023-24. The findings and observations are appropriately addressed by the Management/ Audit Committee/ Board and action pertaining thereto are being taken.

d) AUDIT REPORTS:

I. Statutory Audit Report

With regard to the emphasis of matter made by the Statutory Auditor of the Company in their Audit Report for the financial year ended 31^st March, 2024, with respect to presentation of accounts on principles of going concern basis, your Directors would like to state that the Holding company of the Company has indicated its intention to extend the financial support to maintain the Company as a going concern. The same is also disclosed in Note No. 31 to the financial statements annexed hereto. Other than the aforesaid Emphasis of matter, there are no adverse remarks/ observations/ qualifications made by the Auditor in its report for the financial year 2023-24.

II. Secretarial Audit Report

The Secretarial Audit Report for the year is annexed herewith as ‘Annexure B and explanation to the remarks/ observations made by the Secretarial Auditor are provided herein under: (a) With respect to point no. (i) to (ii) of the remarks/ observations made by the Secretarial Auditor in his report, the Directors would like to submit a under: The suspension in trading in the equity shares of the Company has been revoked w.e.f. 29^th April 2024 vide email dated 19^th April 2024 of BSE Limited and trading in the securities of the Company resumed in "XT" Group.

The Board of Directors of the Company are evaluating necessary steps to reduce the promoter holding below 75% and meet the minimum public shareholding requirements in terms of Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on the date of the said Report, the shareholding of the Promoter of the Company i.e. Kiyana Real Estate Private Limited has been dematerialised. Further, the Company has sent communication to all the shareholders of the Company requesting them to dematerialise their shareholding in the Company. (b) With respect to point no. (iii) to (iv) of the remarks/ observations made by the Secretarial Auditor in his report, the Directors would like to submit as under:

1. The delay in filing of shareholding pattern was purely due to inadvertence and the same was made good at the earliestby the Company .

2. The delay in payment of Listing Fees was due to paucity of funds.

19) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company has not given any Loan or any Guarantee or provided any security and has not made any investments in securities which are covered under the provisions of Section 186 of the Act.

20) RELATED PARTY TRANSACTIONS:

During the year under review, all the transactions covered under section 188(1), entered into by the Company with its related parties, were in ordinary course of business and on arms length basis and the Company is in compliance with the applicable provisions of Companies Act, 2013 in this regard. Accordingly, the disclosure of related party transactions as required under section 134(3) of the Act, in Form AOC-2, is not applicableto the Company . However, the Company has made disclosures, in relation to the transactions with the related parties pursuant to Indian Accounting Standards (IND AS – 24), as per Note No. 26 forming part of the financial statements annexed hereto.

21) MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments occurred from the end of financial year of the Company ended on 31^stMarch, 202 4 till the date of this report that may affect the financial position of the Company.

22) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The operations of your Company are not energy-intensive. However, your Company has taken and would take, steps from time to time wherever required/possible to conserve energy. Your Company would also take requisite actions in order to introduce technology for optimizing its operations. During the year under review, the Company has not imported any technology for its operations. During the year under review, the Company has neither earned nor spent any foreign exchange.

23) RISK MANAGEMENT POLICY:

The Company has formulated and implemented a Risk Management Policy for review and identification of elements of risks. In the opinion of the Board, there are no risks which may threaten the existence of the Company except limited access to long term capital for its long-term sustainability esp. in view of the remarks made by the Auditor as stated in para no. 18 above. Although challenging in current scenario with limited resources, the Company is taking steps to explore business opportunities which are less capital intensive.

24) PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Section 73 of the Act.

25) CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not meet the prescribed threshold limit, provisions of Section 135 of the Act are not applicable to the Company.

26) BOARD EVALUATION:

Pursuant to the provisions of Section 134(3)(p) 178, read with Schedule IV of the Act, the Nomination and Remuneration Committee (‘NRC) has carried out an annual performance evaluation of the Board, the Directors individually as well as that of Committees. The evaluation has been carried out based on evaluation questionnaire set for the Board/ Committee and individual Directors. The NRC expressed its satisfaction of the annual evaluation.

27) PARTICULARSOF EMPLOYEES:

The particulars of employees within the meaning of Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable as none of the Companys employees were in receipt of the remuneration of more than Rs. 1,02,00,000/- during the year ended 31^st March, 2024 or more than Rs. 8,50,000/- per month during any part of the said year and therefore, the details to be reported pursuant to Rule 5(2)(iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is also not applicable. Since none of the Directors has been paid any remuneration, the disclosure, under Section 197(12) read with applicable Rules under the Act, is not applicable. There were 4 permanent employees on the rolls of the Company as on 31st March, 2024 (4 employees in the previous year), with a salary payout increase by an average of 20.32 % over the previous year. The Company has incurred loss of Rs. 123.62 Lakhs during the year under review. The remuneration paid to the employees are as per the remuneration policy of the Company.

28) CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, the Company has not changed its business.

29) CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to the disclosure pertaining to Corporate Governance shall not apply to the listed Companies having Paid up Equity Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. Since the Company falls under the above criteria, compliance with the disclosure requirements of the Corporate Governance are not applicable to the Company.

30) PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [ POSH Act ] and applicable Rules made thereunder. However, pursuant to the provisions of Section 6 of POSH Act, the Company is not required to constitute an Internal Complaints Committee, since the Company had less than ten (10) workers or employees in the Company during the year. Accordingly, complaint in respect thereof if any, can be referred to ‘Local Complaint Committee constituted by district officer within the appropriate jurisdiction. Further, during the year under review there was no case reported under thesaid Policy to the Company.

31) OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following matters during the year under review: (a) The Company has not changed its business; (b) There was no instance of onetime settlement with any banks or financial institutions; and (c) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

32) OTHER UPDATES:

? Revocation of Suspension in trading in the equity shares of the Company :

BSE Limited vide its Notice dated 20^th June, 2023, provided listing approval for the existing capital of the Company i.e. 48,17,656 equity shares of Re. 1/- each bearing distinctive nos. 1 to 48,17,656 and has also updated its records on the BSE Listing Centre. However, during the year, the trading in equity shares of the Company remained suspended since 2002. The Company had submitted an application to BSE Limited for revocation of suspension of trading in the equity shares of the Company on 31/03/2023 bearing case no. 172716, and the said application was under inspection/ review by BSE Limited. Post the closure of reporting period, BSE Limited vide its email dated 19^th April 2024, revoked suspension in trading in the equity shares of the Company w.e.f. 29^th April 2024 and pursuant to said revocation the trading in the securities of the Company resumed in "XT" Group.

? Minimum Public Shareholding (‘MPS):

Post approval of application for revocation of suspension of trading in the Equity Shares of the Company by BSE Limited, the Board of Directors of the Company are evaluating necessary steps to reduce the promoter holding below 75% and meet the minimum public shareholding requirements in terms of Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

? Escrow Account:

Pursuance of SEBI circular no. SEBI/HO/MIRSD/PoD-1/OW/P/2022/64923 dated 30th December, 2022, the Company has opened demat Account, in the name and style of ‘Automobile Products of India Limited - Suspense Escrow Demat Account with Anand Rathi Share & Stock Brokers Limited (‘ARSSBL).

In case of non-receipt of demat request from the securities holder/claimant within 120days of the date of Letter of Confirmation, the shares will be credited to Suspense Escrow Demat Account of the Company.

33) ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their appreciation for the excellent assistance and co-operation received from all its stakeholders. The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts by all employees. Your Directors are thankful to esteemed shareholders for their support and confidence reposed in the Company.