autoriders finance ltd Directors report


To,

The Members,

Autoriders Finance Limited

The Board of Directors is pleased to present the 36th Annual Report on the business and operations of the Company along with the audited financial statement for the financial year ended 31st March, 2021. The Statement of Accounts, Auditors Report, Boards Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2015.

FINANCIAL RESULTS:

The Companys financial performance for the year ended March 31, 2021 is summarized below:

(Amt in Lakhs)

Particulars For the year ended 31.03.2021 For the year ended 31.03.2020
Revenue from Operations - -
Other Income 0.01 1.32
Total Income 0.01 1.32
Total Expenses 6.84 12.34
Profit/(Loss) for the year before Taxation (6.83) (11.02)
Tax Expenses - -
(a) Current Tax - -
(b) Income Tax of Prior Years - -
( c) Deferred Tax - -
Profit/(Loss) for the year (6.83) (11.02)
Other comprehensive Income - -
Total comprehensive Income for the year (6.83) (11.02)
Earnings Per Equity Share (Face Value Rs. 10/- Per Share):
Basic (0) (0.08)
Diluted (0) (0.08)

RESERVES:

There has been no transfer to reserves made during the year under review.

STATE OF AFFAIRS AND FINANCIAL PERFORMANCE OF THE COMPANY:

During the year, the Company has not earned any revenue from operations. The Company has incurred a loss of Rs. 06.83 lacs during 2020-2021 as against the loss of Rs.11.02 lacs in the previous year 2019-20.

DIVIDEND:

The Board of Directors regrets their inability to propose any dividend in view of the non-operation and accumulated losses of the Company.

CURRENT STATUS:

The Company is not pursuing any business activity for a number of years and accordingly the accounts have been prepared on the basis of assumption that the Company is "not a going concern". However, the accounts have not been restated at realizable value, as there are no assets.

SHARE CAPITAL:

During the year under review, there have been no changes in share capital of the Company. The paid-up Equity Share Capital of the Company as on March 31, 2021 was Rs. 13 ,10,70,000. Further, there was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the Financial Year 2020-21.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2015. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint venture Company.

RISK MANAGEMENT POLICY:

Though the Company is not having any operation and reporting as ‘not a going concern, the Company strives to comply with the requirements of law.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are in place.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 and hereby confirm that :-

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied 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 as at 31st March, 2021 and of the profit of the Company for the year ended on that date;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on ‘not a going concern basis;

e. the directors have laid down proper systems financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The list of Directors & Key Managerial Personnels (KMP) of the Company as on March 31, 2021 are as follows:

Sr. Name of the Director/Key Managerial No Personnels(KMP) DIN/PAN Designation
1. Mr. Prabhakar Tukaram Chavan 00535369/ AAPPC3667A Executive Director and Chief Executive officer (CEO)
2. Mr. Gokulsingh Dhondusingh Rajput 01934109 Non-Executive-Independent Director
3. Mr. Shailendra Banwarilal Agrawal 07121446 Non-Executive-Independent Director
4. Mrs. Deanna Gowria Sydney 07303344 Non-Executive-Non-Independent Director
5. Mr. Ganesh Somakumaran Thekethil ABBPT8023E Chief Financial Officer (CFO)

During the financial year, the changes that took place in the composition of the Board & KMPs are as follows:

Ms. Nidhi Kaushik Bush (PAN: BBIPB1462R) appointed as Company Secretary and Compliance officer of the Company w.e.f December,02,2020.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Deanna Gowria (DIN: 07303344) is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for re-appointment as a director liable to retire by rotation by the Board.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of section 164 of the Companies Act, 2013. The Company has received declaration from all the independent directors of the company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 read with Regulation 25 of SEBI LODR Regulations. The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.

NUMBER OF BOARD MEETINGS:

During the year, 6(Six) Board Meetings were held. The Details of the meetings and attendance thereof have been given in Corporate Governance Report which forms part of Annual Report. The provisions of Companies Act, 2013, SEBI LODR Regulations and secretarial standards were adhered to while considering the time gap between two meetings. A calendar of meeting is prepared and circulated in advance.

Further, the details of the various committees of the Board, the attendance of the members there at and other requisite details are provided in the Corporate Governance Report forms an integral part of this Annual Report.

REMUNERATION POLICY:

The Company is not pursuing any business activity for a number of years and accordingly the accounts have been prepared on the basis of assumption that the Company is "not a going concern" Therefore none of Directors are drawing any salary or remuneration from the Company.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI LODR Regulations, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Shareholders / Investors Relations and Grievance Committee. The Directors expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program aims to provide the Independent Directors their roles, responsibilities in the Company, nature of the industry, business model, processes and policies and the technology and the risk management systems of the Company, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in timely manner. Further, the Directors are encouraged to attend the training programmes being organized by various regulators/bodies/institutions on above matters. The policy on Companys familiarization program for independent directors has been uploaded on the website of the Company at www.autoridersfinance.co.in.

AUDITORS:

(i) STATUTORY AUDITOR

The Statutory Auditors of your Company namely, M/s. Sheth Doctor & Associates, Chartered Accountants (Registration No. 124822W) were appointed at the 35th annual general meeting held on December 31, 2020 subject to ratification every year from the financial year 2020-21 to the financial year 2024-2025 i.e. for a term of four consecutive years. The Companies (Amendment) Act, 2017 has waived the requirement for ratification of the appointment of the auditors at every Annual General Meeting. In view of this the approval of the members is sought for appointment of Auditors for remaining period without any ratification every year. Auditors have confirmed their eligibility and submitted the Certificate in writing that they are not disqualified to hold the office of the Statutory Auditor.

There are no observations, reservations or adverse remarks made by the statutory auditors in the audit report. Further, no fraud was reported by the Auditors of the Company to the Audit Committee pursuant to section 143(12) of the Act.

(ii) SECRETARIAL AUDITOR

The Board has appointed Mihen Halani & Associates Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2020-2021. The Report of the Secretarial Audit Report is annexed herewith as Annexure-A. The observations of the secretarial auditor are selfexplanatory.

(iii) INTERNAL AUDITOR

The Company did not appoint any Internal Auditor for the year as the Company is a not going concern.

(iv) COST AUDITOR

The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report pursuant to the provision of the Companies (Cost Records and Audit) Rules, 2015.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2015 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, etc. - the Company is not having any operation and reporting as ‘not a going concern.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2015:

The Company is not having any business operation and is reporting as not a going concern. Disclosures of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure B.

During the year under review, there are no employees who comes within the purview of section 134 (3)(q) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

During the year, the Company did not entered into any Related Parties purview under provision of Section 188 of the Companies Act, 2013. Also, all the related party transactions entered by the Company were on arms length basis and in the ordinary course of business.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

Though the Company is not having any operation and reporting as ‘not a going concern, the Company strives to comply with the requirements of law.

CHANGES IN THE NATURE OF BUSINESS AND REVISION IN THE BOARDS REPORT:

There is no change in the status of the company as "not a going concern". There is no revision made in the Boards Report and whatever submitted herewith is the final report.

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return of the Company as on March 31, 2021 in Form MGT-9 in accordance with Section 92 (3) of the Act read with Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https:// autoridersfinance.co.in.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company is not having any operation and reporting as ‘not a going concern.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The Company has not taken any loan, guarantees, investments or securities during the year.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at the workplace. During the year under review, the Company is neither required to adopt policy for prevention of Sexual Harassment of Women at Workplace nor to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, no cases of sexual harassment was reported during the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report in terms of the provisions of Regulation 34 read with Schedule V of the SEBI LODR Regulations is enclosed as a part of this report.

CORPORATE GOVERNANCE:

Pursuant to Regulation 27(2) and Schedule V of SEBI of the Listing Agreement executed with the Stock Exchanges, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance form an integral part of this report and are set out as separate to this Report.

CEO/CFO CERTIFICATION:

In terms of the SEBI LODR Regulations the certification by the Chief Executive Officer and/or Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting has been obtained.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fall under the criteria applicable as per Companies Act, 2013.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

GREEN INITIATIVES:

Pursuant to Sections 101 and 136 of the Companies Act, 2013 the Company will be sending Annual Report through electronic mode-email to all the shareholders who have registered their email addresses with the Company or with the Depository to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper.

HUMAN RESOURCES:

As the Company is not having any operations there is only one employee at present.

ENVIRONMENT AND SAFETY:

Though the Company is not having any operation and is reporting as ‘not a going concern, the Company strives to comply with the requirements of law.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company is not having any business operation(s) and reporting as ‘not a going concern.

GENERAL DISCLOSURES:

Your 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:

1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2015 is furnished.

2. The Company has not issued any sweat equity shares during the year under review and hence 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, 2015 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2015 is furnished.

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2015 is furnished.

5. Company is not a going concern hence cost audit is not applicable to the company.

6. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the Companys operations in future.

ACKNOWLEDGMENT:

Your Directors thank all our esteemed shareholders, customers, banks, financial institutions, creditors, suppliers and contractors within the country and overseas for their continued support, faith and trust reposed in the professional integrity of the Company. Your Directors are grateful to the Investors for their continued patronage and confidence in the Company over the past several years. Your Directors also thank the Central and State Governments, other Statutory and Regulatory Authorities for their continued guidance, assistance, co-operation and support received. Your Directors also wish to convey their sincere appreciation to all employees at all levels for their dedicated efforts and consistent contributions and co-operation extended and is confident that they will continue to contribute their best towards achieving still better performance in future.

By order of the Board of Directors For AUTORIDERS FINANCE LTD.
Sd/-
Place : Shirpur, Prabhakar Tukaram Chavan
Date : 29th June 2021. Chairman
(DIN: 00535369)