| Dear Members,
The Board of Directors are pleased to present the Thirtieth Annual
Report on the business and operations of your Company along with the
audited financial statements for the financial year ended 31st March,
2015. The Statement of Accounts, Auditors' Report, Board's 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, 2014.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended March 31, 2015
is summarized below:
Particulars For the For the
year ended year ended
31.03.2015 31.03.2014
(Rs.in Lacs) (Rs.in Lacs)
Revenue from operations 5396.62 4804.36
Profit before Tax 121.55 34.79
Less: Tax Expenses 73.83 21.67
Current Tax 55.18 3.50
Current Tax for Prior Years 00.00 00.00
Deferred Tax 18.65 25.17
Profit for the year 47.72 56.46
Interim Dividend 00.00 00.00
Corporate Dividend Tax 00.00 00.00
Transfer to General Reserve 00.00 00.00
Earnings Per Share of Rs..10/- 19.47 23.04
2. RESERVES
During the year under review, your Company transferred a sum of 47.72
lakhs to the General Reserves.
3. PERFORMANCE AND AFFAIRS OF THE COMPANY
During the year under review, the Company recorded all time high
revenue of 5396.62 lacs as against last year revenue of 4804.36 lacs
which is up by 12.33 %. The profit after depreciation stood at 121.55
lacs against 34.79 lacs last year, up by 249%.
As the travel & tourism industry is witnessing fast growth, your
company will have a vital role to play in the coming years.
4. DIVIDEND
With a view to conserve resources for operations and future ensuing
expansion , your Directors are not recommending any dividend for the
year ended 31March 2015.
5. CURRENT STATUS
The current position of the Company in the current financial year
2015-16 is satisfactory. The Company expects to achieve better
performance during the current year.
6. 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.
7. 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.
8. CORPORATE GOVERNANCE
Pursuant to Clause 49 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 ANNEXURE - A to this Report.
9. 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, 2014. The question of non-compliance of
the relevant provisions of the law relating to acceptance of deposit
does not arise.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) Directors
Smt. Kruti Bhupesh Patel, (DIN NO: 00482326) Director will retire by
rotation and being eligible and not being disqualified under section
164 of the Companies Act, 2013, offers herself for re appointment.
Mr. Gokulsingh Dhondusingh Rajput (DIN NO: 01934109) was appointed as
an Additional Director with effect from 30th March, 2015 as an
Additional Director. He holds office up to the date of the ensuing
Annual General Meeting and being eligible, offers himself for
appointment as Director afresh.
The Company has received a letter from a member along with the
requisite deposits proposing the candidature for his appointment as a
Director at the next Annual General Meeting. The Boards recommends his
appointment.
Mr. Shailendra Banwarilal Agrawal (DIN NO: 07121446) was appointed as
an Additional Director with effect from 30th March, 2015 as an
Additional Director. He holds office up to the date of the ensuing
Annual General Meeting and being eligible, offers himself for
appointment as Director afresh.
The Company has received a letter from a member along with the
requisite deposits proposing the candidature for his appointment as a
Director at the next Annual General Meeting. The Boards recommends his
appointment.
There is no other change in the composition of the Board of Directors.
(ii) Key Managerial Personnel
Mr.Ramachandran Chalakudi Gopalakrishnan was appointed as Chief
Financial Officer of the Company with effect from 1st April, 2015.
Ms.Shrima Shridhar Shetty was appointed as Company Secretary of the
Company with effect from 1st April,2015.
(iii) Declaration by an Independent Director(s)
The Company has complied with clause 49 of Listing Agreement and
according to the provisions of section 149(6) of the Companies Act,
2013.The Company has also obtained declarations from all the
Independent 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 Clause 49 of
the Listing Agreement, the Board has carried out the annual performance
evaluation of its own performance and other Directors. A structured
questionnaire was prepared after taking into consideration inputs
received from the Directors, covering various aspects of the Board's
functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific
duties, obligations and governance. 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, independence of judgment, promotion of
participation by all directors and developing consensus amongst the
directors for all decisions.
11. NUMBER OF BOARD MEETINGS
During the Financial year, total 5 (Five) meetings of the Board of
Directors were held on 30th May 2014, 14th August 2014, 15th November
2014, 14th February 2015 and 30th March 2015 respectively.
12. DIRECTOR'S 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, 2015 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 a going concern
basis;
e. the directors, had laid down internal 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.
13. NOMINATION AND REMUNERATION COMMITTEE
The Board has in accordance with the provisions of sub-section (3) of
Section 178 of the Companies Act, 2013, formulated the policy setting
out the criteria for determining qualifications, positive attributes,
independence of a Director and policy relating to remuneration for
Directors, Key Managerial Personnel and other employees.
14. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the
provisions of Section 177 of the Companies Act, 2013. The Audit
Committee comprises of:
1. Mr. Tapan , Patel
2. Mrs. Kruti Patel
3. Mrs. Ketki Patel
The scope and terms of reference of the Audit Committee have been
amended in accordance with the Act and the Listing Agreement entered
into with the Stock Exchanges. The Internal Auditors and Statutory
Auditors are permanent invitees to the Audit Committee meetings.
15. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
The Company promotes ethical behavior in all its business activities
and has put in place a mechanism for reporting illegal and unethical
behavior.
The Board of Directors of the Company have, pursuant to the provisions
of Section 177(9) of the Companies Act, 2013 read 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
a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any
violations of legal or regulatory requirements, incorrect or
misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right/option to report their
concern/grievance to the Chairman of the Audit Committee. The Company
is committed to adhere to the highest standards of ethical, moral and
legal conduct of business operations.
16. RISK MANAGEMENT POLICY
The Board of Directors of the Company during the year have designed
Risk Management Policy and Guidelines to avoid events, situations or
circumstances which may lead to negative consequences on the Company's
businesses, and define a structured approach to manage uncertainty and
to make use of these in their decision making pertaining to all
business divisions and corporate functions. Key business risks and
their mitigation are considered in the annual/strategic business plans
and in periodic management reviews. At present there is no identifiable
risk which, in the opinion, of the Board may threaten the existence of
the Company.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your Company has no activities relating to conservation of energy or
technology absorption. During the year, the Company has earned foreign
exchange worth of Rs.67.94 Lacs and there was no foreign exchange
outgo.
18. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the
Company's business, size and complexity of its operations are in place.
It has been operating satisfactorily. Internal control systems
comprising of policies and procedures are designed to ensure
reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure,
applicable laws and regulations and that all assets and resources are
acquired economically, used efficiently and adequately protected.
19. EXTRACT OF ANNUAL RETURN:
Extract of the Annual Return in form MFT-9 for the financial year ended
31st March, 2015 made under the provisions of Section 92(3) of the Act
is annexed as ANNEXURE- B which forms part of this Report.
20. CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility is not applicable to the Company
hence there is no report on the same.
21. AUDITORS
(i) STATUTORY AUDITOR
The Statutory Auditors of your Company namely, M/s. Sheth Doctor &
Associates., Chartered Accountants have been appointed for a period of
Five years at the previous annual general meeting held on 30th
September, 2014. The appointment is required to be ratified by the
shareholders at this annual general meeting to conduct the audit for
the financial year 2015- 2016. Auditors have confirmed their
eligibility and submitted the Certificate in writing that their
appointment, if ratified, would be within the prescribed limit under
the Act and they are not disqualified for re-appointment.
The Statutory Auditors Report does not contain any disqualification,
reservation or adverse remark.
(ii) SECRETARIAL AUDITOR
The Board has appointed Ms. Shilpa K. Shah , Company Secretaries in
Practice to undertake the Secretarial Audit of the Company for the
financial year 2014-2015. The Report of the Secretarial Audit Report is
annexed herewith as ANNEXURE- C.
(iii) 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, 2014.
22. 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.
23. HUMAN RESOURCES
Employees are considered to be team members being one of the most
critical resources in the business which maximize the effectiveness of
the Organization. Human resources build the Enterprise and the sense of
belonging would inculcate the spirit of dedication and loyalty amongst
them towards strengthening the Company's Polices and Systems. The
Company maintains healthy, cordial and harmonious relations with all
personnel and thereby enhancing the contributory value of the Human
Resources.
24. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy requires conduct of operations in
such a manner, so as to ensure safety of all concerned, compliances
environmental regulations and preservation of natural resources. There
was no accident during the year.
25. 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 RELATED
Except as disclosed elsewhere in this report, no material changes and
commitments which could affect the Company's financial position have
occurred between the end of the financial year of the Company and date
of this report.
26. ADEQUACY OF. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the
year under review, no material or serious observation has been received
from the Internal Auditors of the Company for inefficiency or
inadequacy of such controls.
27. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES
The Company has not taken any loan, given guarantees or made
investments and securities during the year. The details of loans of the
companies as per the provisions of section 186 of the Companies Act,
2013 are given in the notes No. 3 and 5 to Financial Statements.
28. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All transactions entered with Related Parties is disclosed in form
AOC-2 which is annexed to the Boards Report as ANNEXURE-D.
All Related Party Transactions are placed before the Audit Committee as
also to the Board for approval at every quarterly meeting.
29. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND
OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014.
There were no employees of the Company drawing remuneration of Rs.60
lacs per annum or more or Rs. 5 lacs per month or more during the year
under review.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.
The Company has set up an Internal Complaints Committee (ICC) for
providing a Redressal mechanism pertaining to Sexual harassment of
women employees at workplace. There was no complaint received during
the year under review.
31. 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, 2014 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(l)(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 Scheme during the year under review and hence no information as
per provisions of Section 62(l)(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 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, 2014
is furnished.
5. No orders have been passed by any Regulator or Court or Tribunal
which can have an impact on the going concern status and the Company's
operations in future.
32. ACKNOWLEDGEMENT
Your Directors wish to thank Bankers, Government authorities and
various stakeholders, such as, shareholders, customers and suppliers,
among others for their support and valuable guidance to the Company.
Your Directors also wish to place on record their appreciation for the
committed services of all the Employees of the Company.
By order of the Board,
For AUTORIDERS INTERNATIONAL LIMITED,
MR.TAPAN PATEL
Director
DIN:- 00482646
Place : Mumbai
Dated : 30th May, 2015 |