Directors Report of Auto Pins (India) Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 49^th (Forty Ninth) Annual Report together with the Audited Financial Statement of the Company for the Year ended March 31, 2024.

FINANCIAL SUMMARY

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

(Rs. in Lakhs)

Particulars	31.03.2024	31.03.2023
Total Income	6499.49	4568.89
Expenditure	6334.74	4481.08
Profit before Tax	164.75	87.81
Less: Tax Expense	61.26	3.26
Profit after Tax	103.49	84.55

STATE OF COMPANY’S AFFAIRS

The overall performance for the financial year ended 31st March, 2024 was satisfactory. During the year of operation, the Company has earned a revenue of Rs. 6459.53 lakhs (against Rs. 4543.51 lakhs previous year) and has registered a net profit of Rs 103.49 lakhs (against Rs. 84.55 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, 2024 considering the future plans of the Company.

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.

TRANSFER TO RESERVES

During the financial year 2023-24, the Company has not transferred any amount to its Reserves.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THETR 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, 2024 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 TN THE NATURE OF BUSINESS, IF ANY

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors:

During the year under review, there was a Re-appointment of Mr. Subhash Jain (DIN:00176493) as a Director, who retires by rotation in the AGM held on 25^th day of September, 2023.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Rajbir Singh (DIN: 00176574), 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.

During the Year under review, Mr. Nand Kishore Sharma, Non-Executive - Independent Director, resigned from directorship w.e.f. 01.08.2023.

During the Year under review, Ms. Shilpy Chopra, Non-Executive - Independent Director, resigned from directorship w.e.f. 20.09.2023 and further appointed as an additional director in the Non-Executive-Non Independent category) w.e.f. 13.10.2023.

Further during the Year under review, Mr. Vishal Bhatnagar, Non-Executive - Independent Director, was appointed as an additional director w.e.f. 13.10.2023 and who hold the office till the ensuing Annual general Meeting of the company.

Key Managerial Personnel (KMP):

During the Year under review, 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.

Further, Ms. Somya Chaurasia was appointed as Company Secretary and Compliance officer w.e.f 14.09.2023

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 subsection (6) of Section 149 of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS

During the financial year 2023-24, Fourteen (14) Board Meeting were convened and held on 25.04.2023,

30.05.2023, 24.07.2023, 14.08.2023, 29.08.2023, 14.09.2023, 23.09.2023,13.10.2023 ,03.11.2023,

08.11.2023, 11.11.2023, 22.11.2023, 20.01.2024, & 13.02.2024. The gap between two meetings did not exceed 120 days.

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. Vishal Bharadwaj	Chairperson	Independent Director
2.	Ms. Shilpy Chopra	Member	Non-Executive Director
3.	Mr. Joginder Singh	Member	Independent Director
4.	Mr. Subhash Jain	Member	Director

Meetings

During the financial year 2023-24, 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:

Date of meeting	ATTENDANCE
	Mr. Nand Kishor Sharma (Cessation w.e.f 01.08.2023)	Mr. Vishal Bharadwaj	Ms. Shilpy Chopra	Mr. Joginder Singh	Mr. Subhash Jain
30.05.2023	V	NA	V	V	V
14.08.2023	NA	NA	V	V	V

11.11.2023	NA	V	V	V	V
13.02.2024	NA	V	V	V	V

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. Joginder Singh	Chairperson	Independent Director
2.	Ms. Shilpy Chopra	Member	Non-Executive Director
3.	Mr. Vishal Bharadwaj	Member	Independent Director

Meetings

During the financial year 2023-24, the Committee met Three times. The details of the meetings held and the attendance thereat of the Members of the Nomination and Remuneration Committee are as detailed herein below:

Date of meeting	ATTENDANCE
	Mr. Joginder Singh	Mr. Vishal Bharadwaj	Mr. Nand Kishor Sharma (Cessation w.e.f 01.08.2023)	Ms. Shilpy Chopra
30.05.2023	V	NA	V	V
13.09.2023	V	NA	NA	V
13.10.2023	V	V	NA	V

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. Vishal Bharadwaj	Chairperson	Independent Director
2.	Ms. Shilpy Chopra	Member	Non-Executive Director
3.	Mr. Joginder Singh	Member	Independent Director

Meetings

During the financial year 2023-24, 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:

Date of meeting	ATTENDANCE
	Mr. Joginder Singh	Ms. Shilpy Chopra	Mr. Vishal Bharadwaj
11.11.2023	V	V	V

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 13, 2024 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	Pursuant to SEBI (LODR) Regulations, 2015 it mandates
	Policy	that every listed entity shall make disclosure of any events or information which, in the opinion of the Board of Directors
	[Regulation 30 of SEBI	of the listed company, is material and the same being hosted
	(Listing Obligations and Disclosure	on the Company’s website.
	Requirements)Regulation , 2015]

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 47^th (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.

There are no qualifications or adverse remarks in the Auditor’s Report which require any clarification/explanation. The notes on financial 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 2023-24. The Secretarial Audit report for the financial year ended 31^st March, 2024 is annexed with the Board’s report as Annexure 2

Cost Audit:

The requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company for the Financial Year 2023-24.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY TN 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.	Non-compliances under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e, Non-submission of the Annual Report within the Period prescribed under this regulation for March, 2023.	The delayed submission was not intentional but rather a human error. There was no intention to mislead the Stock Exchanges or our valuable stakeholders. Measures have been put in place to prevent such lapses from occurring in the_ future.
2.	Non-compliances under Regulation 6(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e, Non-compliance with requirement to appoint a qualified company secretary as the compliance office for the quarter ended June 2023	The Management informed that the Company was unable to find suitable candidate for the post of Company Secretary and Compliance officer.

Internal Auditor

M/s Bhardwaj & Co. Chartered Accountant (FRN:003681N), Internal Auditor of the Company for the F.Y. 2023-24 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.

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 2023-24 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, 2024. 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”.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the financial statements forming part of this Annual Report.

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 and the Annual Listing Fees for the year 2023-2024 has already been paid to it.

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 31^st March, 2024 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 31^st March, 2024, 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 secretarial auditor of the Company as per Section 134 (3) (ca) of the Companies Act, 2013 read with Companies (Amendment) Act, 2015.

ANNUAL RETURN

The Draft Annual Return for Financial Year 2023-24 as per provisions of the Act and Rules thereto, is available on the Company’s website at https://www.autopinsindia.com/wp-content/uploads/2024/08/Form-MGT-7-Annual-Return-2024.pdf

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-6”.

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.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013

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.

By Order of the Board For AUTO PINS (INDIA) LIMITED

Place: New Delhi Date: 30.08.2024

Sd/- Sd/-

RAJBIR SINGH SUBHASH JAIN

MANAGING DIRECTOR DIRECTOR

DIN: 00176574 DIN: 00176493

9 SOUTHERN AVENUE D-681-682, J J

MAHARANI BAGH, NEW COLONY, TIGRI, DELHI - 110065 NEW DELHI -

110062

---

Mar 31, 2023

Your Directors have pleasure in presenting tft&ft (Eighth) Annual Report together with the Audited Financial Statement of the Compfioiythe Year ended March 3(282

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
T otal Income	4568.89	36D85
Expenditure	4481C8	3 566.81
P r of it bef or e T ax	87.81	44.M
Less: Tax Expense	3.26	-20. B
Profit after Tax	84.55	64.17

STATE OF COMPANY’S AFFAIRS

The overall performance for the finanyMr ended 3it March, 202 was satisfactoryDuring the year of operation, the Comp^nhas earned aevenue of Rs4543.51 lakhs (against Rs3579.47 lakhs previous year) and has regiesred a net profit of E84..55 lakhs (against R64.F lakhs previous year). However, your Directors are confident that the company will do much better in future and trying i s level best to furthennprove its performance.

DIVIDEND

No dividend on equity shares recommended by the Board fidae year ended 3it March, 202 considering the future plans of the Company.

FIXED DEPOSITS

Your Company hasnot invited or accepted any deposit from tjhEblic 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. 7QOOQGOGdivided into 7,000 ,000 Equity Shares of Rs. If 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,63Cf070 divided into 5,707 ,062 Equity Shares of Rs. If each. During the year, therms no change in the issued, subscribed and Paidp Share Capital of the company.

RESERVES

During the financial year 20-23, the Company hasnot transferred aiBjmount to its Reserves and Surplus.

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

The Company doesnot have any Subsidiary, Joint venture or Associate Company during the year under review However, The Company has a holding companjamely M/s Mystic Woodart Private Limited as on March 32pE 3 and holds 3 152500 shares $5.24% ) in your company. The details of the Holding Company are as follows:

Name of the Company	MYSTIC WOODART PRIVAUDM IT ED
CIN	U 749 ODL 2007P T C MP 3
Registered office	Shop N o.4Q it Floor India Mall Community Centr,eNew Friends Colon) N ew DelhiIHE5

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

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

CHANGE TN THE NATURE OF BUSINESS. IF ANY

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

PERSONNEL DIRECTORS AND KEY MANAGERIAL

Directors:

• During the year under revi,ethere iRe-appointment of MiRajbir S ingh(DIN-00F6574 ) as

a Director, who retires bytationinthe AGM held oiBth SeptemberZE 2.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, MRajbir Singly Direct or, retire by rotation at the ensuing Annual General Meeting and being eligible offehimself for reappointment. The Board recommendshis reappointment for consideration of the Members of the Company at the ensuing Annual General M eeting.

Key Managerial Personnel (KMP):

During theYear under reviev^ls. Neha Garg was appointed Company Secretary and Compliance officer w.e.120.01 .2(22 and resigned from her postal B.C8.2CE2

Mr. Madhav Kumar Mishnsas appointed as Company Secretary and Compliance offiawe.f B.C8.2C22 and resigned from the post of Company Secretary and Complidhfficer of thCompany w.e.f. h. H2C22

F urtheriyi s.Rashmi Baranwalwas appointed as Company Secretary and Compliance officer of the Company w.e.f. 30.05 .202 3 andresigned from her post w.eT4.C6.2CE 3.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration faMn depen dent Directors in accordance with Section 149(7) of the Companies Act, 20B, that they meet the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies A2®JT

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS

During the financial yeaflO22-23, Six (6) Board Meeting were convened and held (20.04.2022,

30.05.2C2 2, B .C8.2C2 2, 02C9.2022, B.H2G22 , B.G2.2G23 . The gap between two meetings did not

exceed 20 days.

ANNUAL RETURN

The Web link of annual retunhititsps//www.autopinsindia.com

PERFORMANCE EVALUATION OF NON - INDEPENDENT DIRECTORS

The performancevaluation of Chairman and the N©Independent Drectors were carried out by the Independent Drectors, considering f®cts such as effectiveness ashd&man, in developing and articulating the strategic vision of the company; demonstration of ethicalsteepl 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 performanaailture 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 Sectionf(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 SEStirfn the Companies Act, 20B 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	M ember	Director
3.	Ms. Shilpy Chopra	M ember	Independent Director

Meetings

During the financial year 20-23, Four (4) meetings of the Audit Committee were held, as detailed herein below. The gap between twneetings did not exceed four /months.

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

Date of meeting	ATTENDANCE
	Ms. Shilpy Chopra	Mr. Nand Kishore Sharma	Mr. Subhash Jain
30.Q5.2G22	V	V	V
M.C8.2C22	V	V	V
14112022	V	V	V
M.C22C23	S	S	S

Nomination and Remuneration Committee

[Section 178 of Companies Act, 20B and Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisioji

The Company hasNominaton and Remuneration Committee set out in the following table:

S. No.	Name of the Director	Status	Nature of Directorship
1	MrNand Kishore Sharma	Chairperson	Independent Director
2.	M s. Shilpy Chopra	M ember	Independent Director
3.	Mr. Joginder Singh	M ember	Independent Director

Meetings

During the financial year 20223, the Committeenet Onetime. The details of the meetisi^eld and the attendance theafeof the Members of the NominahitoiARemuneration Committee are as detailed herein below:

Date of meeting	ATTENDANCE
	Mr Joginder Singh	Mr. N and Kishc Sharma	Ms. Shilpy Chopra
B.CB.2022	V	V	V

STAKEHOLDER RELATIONSHIP COMMITTEE

.[Section 178 of Companies Act, 20B 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 SfEBI J)ODR), 2015 . It looks dfer thstakeholder’s grievances and redressal of investors’ complaints related to transfer of shares, non-receipt of balance sheetpon-receipt of dividend etc.Committee iseonstituted as set out in the following table:

S. No.	Name of the Director	Status	Nature of Directorship
1	MrNand Kishore Sharma	Chairperson	Independent Director
2.	M s. Shilpy Chopra	M ember	Independent Director
3.	Mr. Joginder Singh	M ember	Independent Director

Meetings

During the financial year 20223, the Committee has met once in the year. The details of the meeting held and attendance there at t>he Members of the StakeholdsRelationship Committee are as detailed herein below:

Date of meeting	ATTENDANCE
	Mr. Joginder Singh	Ms. Shilpy Chopra	Mr. Nand Kishore Sharma
02 .09.2022	V	V	V

MEETING OF INDEPENDENT DIRECTORS

As required under Clause VII of Schedule IV of Companies Act, 20B read with Regulation 25(3) of the SEBI (Listing Obligations disclosure Requirements) Regulations, 2015, the Independent directors of the Company shall hcid leastone meeting in a yeaiwithout the attendance of non Independent Drectors and members of management. Accordingly a separate meeting of Independent Directorswas held onF ebruaryh, 2C23 inter alia to discuss antfeview the performance of N-on Independent Drectors and the board as a whole: review the performance and to assess the quality, Quantityand timelinss of flow of information. Thaddpendent Drectors have handed over the proceedings of the meeting to the M anaging Director of the Company.

POLICIES

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

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) &( of the Companies Act, 20B read with Rule 7 ( Companies (Meetings of Board and its Powers) Ri 204 and Regulation 22 of SEBI (Lifting Obligations and Disclosure Requirements) Regulation , 2015, th Company has adopted a Whistle Blower Polic which provides for a vigil mechanism that encoura and supports its Directors and employees to re instances of unethical behaviour, aatuor suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. It also provides for adeqi safeguards against victimisation of persons who this mechanism and direct access to the Chairma the Audit Committee in exceptionaises.
2	Nomination remuneration & Evaluation policy [Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015]	The Board has on the recommendation of Nomination &Remuneration Committee framed Nomination Remuneration & Evaluation Polic which, interalia, lays down the criteria for identify the persons who are qualified to be appointed Directors and/or Senior Management Personnel o Company, along withthe criteria for determination remuneration of Directors, KMPs and o employees and their evaluation and includes otb matters, as prescribed under the provisions Sectionl78 of Companies Act, 20B and Regulation P of SEBI (Listing Obligations nd Disclosure Requirements) Regulation , 2015.
3.	Prevention, Prohibition & Redressal of Sexual Harassment of Women At Workplace	The Company has in place a Policy on Preventi Prohibition & Redressal of Sexual Harassment Women at Workplace and an tfernal Complaint: Committee (ICC) has been constituttddere under The primary objective of the said Policy is to prc the women employees from sexual harassment at place of work and also provides for punishment case of false and malicious reputations.
4.	Risk Management Policy	Your Company has formulated and adopted a Ri Management Policy. The Board of Directors is overall responsible

		identifying, evaluating and managing all significa risks faced by the Company. The RiNfcanagement Policy approved by the Board acts as an overarch statement of intent and establishes the guic principles by which key risks are managed across organisation.
5.	Related Party Transaction Policy [Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015]	Related Party Transaction Policy, as formulatec the Company, defines the materiality of related p transactions and lays down the procedures of deal with Related Party Transactions.
6.	Insider Trading Policy	The Policy provides the framework in dealing v securities of the company.
7.	Document Retention and Archival Policy [Regidation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regidation, 2015]	Pursuant to SEBI(LODK^.egulations, 2015 it mandates that every listing entity shall formula policy for preservation of documents and Regulat 30(8) of the Regulations is also required to have archival policy on archiving all information disclos to stock exchange(s)iad the same being hosted on tl Company’s website.
8.	Materiality Disclosure Policy [Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)Regulation , 2015]	Pursuant to SEBI (LODR) Regulations, 2015 mandates that every listed entity shall make discloi of any events or information which, in the opinior the Board of Directors of the listed company 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 whichexpected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relatin ; to integrity in the work place in business practices and in dealing with stakeholders. All the Boari

Members and the Ssiri 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 Workplaceeptrcsv, Prohibition & Redress^lAct ,20B your Company has taken the initiatives towards any action on the part of any executive, which may fall under the ambhf ‘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 complaintpending as on the beginning of the periedKIIL

Number of complaints filed during tHinancialperiod -NIL

Number of complaints pending as on the end of the period -NIL

PARTICULARS OF EMPLOYEES

Information in accordar® with the provisions of Section B4(30i) and Section P7(E) of the Companies Act, 20B read with Rule 5(5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20h, regarding employees is given‘hknnexure-l”.

AUDITORS

Statutory Auditor and their Report

At the 4f* (Forty Seventh) AGM held on September 28, 2CE2 of Mld&jay Rawi &Co., Chartered Accountants, (Firm Registration M282CN ) were appointed as Statutory Auditors of the Company to hold office foia term of five consecutive financiehry from the conclusion c(F ortyS eventh)

Annual General Meeting of the Company till the comriusf the (Fifty Seco)i(Annual General Meeting, on such remuneration as may be mutually agreed upon by the BoaDdlreftors 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 areno qualifications or adverse remarks in the Auditor’s Report which requie any clarification/explanation. The notes on financial statements are statements -aeixplsiaMory, and needs no further explanation.

Secretarial Auditor and Their Report

As required under section 204 of the Act, 20B and the Companies (Appointutnand 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/Parveen Rastogi &Co., Practicing Company Secret auks, appointed as Secretarial Auditor for carrying out the secretarial audit of the Company for the F inancia!22if2Ilr T2he SecretarialAudit report for the financial year ended March, 2023 is annexed with the Board’s report aAnnexure 2.

EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY TN THEIR REPORTS

The notes on account referred to in Auditor’s Report are self-explanatory and, therefore, do not cdlibr any further comments under Section B4 of the Companies Act, 20B read with the Companies (Accounts) Rules, 2014.

The Secretarial Audit Report contains following obsenvsatabong 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 June	The Management informed that the Company was unaware of this.

2021.

Internal Auditor

M/s Bhardwaj & Co., Internal Auditor of the Company for the KEY2-23 according to Section B8 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 denization’s objectives and goals to

be met.

• Reported risk management issues and internal controls deficiencies iddntfifiectly to the audit committee and provided recommendations for improving(blganization’s operations, in terms of both efficient and effective performance.

• Evaluated information security and associated risk exposures.

• Evaluated regulatory compliancprogram with consultation from legal counsel.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

During the year under review the Comp&ray not given loan, Guarantees'' investedunder Section B6 of the Companies Act, 20B read with Companies (Meetingsf Board and its Powers) Rules,

2014,

PUBLIC DEPOSITS

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THU REGULATORS OR COURTS OR TRIBUNALS IMPACTING THF GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

Your Directors confirm that no significant and/or material order(s) had dsesaari jagainst the Company during the financial year 23D-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 transactionentered during the period under review are disclosed in the Financial Statements of the company for tlneaifeial year ended March 31 2C3. These transactions entered were at an arm’s length basis and in the ordinary course of business. There were no materially significantrelated 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. F or^i AOC containing the note on the aforesaid relatedyxtrtasactions is enclosed herewith“gftBnnexure-3”.

The Policy on materiality of related party transactions and dealing with related party transactions s 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 B5 of the Companies Act, 20B read with Companies (Corporate Social Responsibility Policy) Rules, 20b, therefore, there was no requirement to constitute and formulate a committcferiirlorporate Social Responsibility.

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

In pursuance to section B4 of the Companies Act, 20B, comments are required in relation to Conservation of Energy, Technology Mrption as the company is engaged in manufacturing activities.

The details forming part of the extract of Conservation of Energy, Technology Abaair^tEfisiieign Exchange and Outgo arannexed herewith aAnnexure 4.

LISTING REQUIREMENTS

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

DEMATERATTJZATION OF SHARES

The shares of your company are being traded in electronic form and the Company has establishec connectivity with Central Depository Services (India) Lim^CdaSL) and National Securities Depository Limited (N SDL). In view of the numerous advantages offered by the Depository system M embersare rquestedto avail the facility fotematerialization of shares either of the Depositories as aforesaid.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

As per Regulation 34 and Schedule V of 1S1EBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Management Discussion and Analysis reportappended herein. The said report is part of the annualpoet as“Annexure-5”.

CORPORATE GOVERNANCE

The Company is not required to mandatorily comply with the provision of RegulatiorREguiation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as its equity share capital isless than Rs.DCrore and Net Wortkdls exceeding Rs.25Crore$ 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 y< ir ended 31^stMarch, 2C23 that:

i. In the preparation of the accounts, the applicable accounting standards have been followed with proper explanation dating to material departures;

ii. The Directors have selected such accounting policies and applied them conllytamd made judgments and estimates that are reasonable and prudent so as to give a true and fair view of th : state of affairs of the Company at the end of the financial year etidddaSdh, 2C23, and of

the profit of the Company for that year;

iii. The Directors had takeproper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 20B for safeguarding the assets of the Company and for preventing and detecting fraudhaenrd o irregularities

iv. The Directors have prepared the Annual Awaits 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 controlsactequate 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.

PET An,S OF FRAUD REPORTED BY AUDITORS

No fraud has been noticed or reported by the Auditors including cost auditor and secretarial auditor f the Company as per Section B4 (3) (ca) of tlfihompanies Act, 20B read with Companies (Amendment) Act, 2015.

CHTEF 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 repbhfe 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 t( approve thetransfer of shares within a period of 15 days from the date of receipt in case the document: are completed in all respects. Shares under objection are returned within two weeks. All request f( ¦ dematerialization of shares are processed, if found in omdiiccanfirmation is given to the respective depositories, that is National Securities Depositaries Ltd (NSDL) and Central Depositories Servic ;s Ltd (CDSL) within 15 days.

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

In compliance of the provisionsfoSEBI (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 pric : discovery in the market for securities of the Company and “Code of Conduct to Regulate, M onitor 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, Suppfchedots, Investors and Bankers and appreciation to all its customers for their consistent, abiding suppor throughout the year. Your Company also records its appbieni of the contributions made by employees at all levels. Their commitment, cooperation and support are indeed the backtfbnfel endeavours of the Company.

By Order of the Board For AUTO PINS (INDIA) LIMITED

Place: Delhi Date: 29.08.2023

Sd/-

Sd/-

RAJBIR SINGH SUBHASH JAIN

MANAGING DIRECTOR DIRECTOR

DIN: 00176574 DIN: 00176493

9 SOUTHERN AVENUE D-681-682, J J Colony,

MAHARANI BAGH, NEW Tigri, NEW DELHI -

DELHI- 110065 110062

---

Jun 30, 2014

Dear Members,

The Directors are happy to present the Annual Report of the Company together with the Audited Accounts for the year ended June 30th 2014.

FINANCIAL RESULTS: Current year Previous year ended 30.06.2014 ended 30.06.2013

Income/(Loss) from Operation 213282507 168965075

Expenditure 150114517 166701620

Gross Profit/(Loss) before Tax 63167990 2263455

Less/ Add:-Income Tax paid/W.Back - -

Profit/ Loss after Tax 63167990 2263455

PERFORMANCE:

During the current financial year, the turnover of the company is Rs. 140200720 as compared to Rs. 154202520 in the previous financial year. Moreover, our Company has made profit of Rs. 63167990 as compared to Rs. 2263455 during last year. This is mainly due to better utilization of capital expenditure and other cost saving measures taken by the company. The Company is hopeful of maintaining and improving its position in the future.

DIVIDEND:

In order to conserve resources for expanding the business, your Directors have opined not to recommend any dividend for the year 2013-2014.

MATERIAL CHANGE:

There was no material change affecting the financial position of the Company between the date of balance Sheet and the date of this Report.

TRANSFER OF SHARES:

During the year under review there was transfer of 1800 shares on 24th Day of November 2014.

MANAGEMENT DISCUSSIONS AND ANALYSIS:

As per clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis report is appended herein,

CORPORATE GOVERNANCE:

A Report on Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, forms part of the Annual Report. A certificate from M/s Parveen Rastogi & Co., Company Secretaries confirming compliance with the conditions of Corporate governance as stipulated under the aforesaid Clause 49, also forms part of the Annual Report,

PARTICULARS OF EMPLOYEES:

There is no information required to be given as per section 217(2A) Companies Act, 1956 read with the Companies (particulars of Employees) rules, 1975 for the year under review as none of the employees falls in this category.

COMPOSITION OF THE BOARD;

A brief resume of all the Directors, nature of their expertise in specific functional areas and names of companies in which they hold directorships, memberships/ chairmanships of Board Committees and their shareholding in the Company are provided below:

SUBHASH JAIN : Mr., Subhash lain, Executive Director aged about 60 years graduated from Delhi University in 1976 and experience in Marketing over 40 years, He has more than two decades of experience in the marketing. He has expert knowledge in the products manufactured by Auto Pins (India) Ltd, and Sirocco Pressings Pvt. Ltd. and its utilization in market. Currently he is holding distributorship of the company in Delhi and surrounding area of Sirocco Pressings Pvt, Ltd.

RAJBIR SINGH: Mr. Rajbir Singh has joined the company as an Executive Director on 10th August, 1988, and started looking after the day to day functioning of the Company under the superintendence, direction, and control of the Board of Directors. Mr. Singh gained experience as head of the enterprises more particularly in the areas of production, marketing, purchases, export, automation and MIS, After being Executive Director for nearly 6 years he was elevated to the position of Managing Director of the Company on 8th June 1994. Mr. Rajbir Singh took over the management and control of the day to day affairs of the company in 1988 at the age of 25 Years.

In accordance with the requirements of the Companies Act, 2013 and the Company''s Articles of Association, he is liable to retire by rotation in this AGM and being eligible, offered himself for reappointment. Directors solicit their approval for his reappointment as a director of the Company.

NAND KISH ORE SHARMA: Mr. Nand Kishore Shanna, Non-Executive & Independent Director is 34 years of age and a Law graduate. He is in service since last 10 years and now has been practicing as an advocate.

KULBIR SINGH: Mr. Kulbir Singh, Non- Executive & Independent Director graduated from MD University, Rohtak, Haryana in 1988 and experience in accounting over 26 years. He was appointed as with effect from June, 2006. He holds expertise in marketing, purchasing, administration and financial management. He has been closely involved with the company growth of Sirocco Pressings Pvt, Ltd. Presently he is a member of Board of Director of Auto Pins (India) Ltd.

OTHERS; During the year under review, due to some preoccupations, Ms. Dolly Munjal, Company Secretary resigned from the company on 01.06.2014.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Sec.217 (2AA) of the Company''s Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) In the preparation of the accounts, the applicable accounting standards have been followed;

(ii) That the Directors have selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable arid 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 30th June 2014, and of the profit of the Company for that year;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (iv) That the Directors have prepared the Annual Accounts on a "going concern" basis.

PUBLIC DEPOSITS

During the year under review your company has not invited any deposits from the Public U/s 58 A Act of the Companies Act, 1956 read with Companies (Acceptance of deposits) Rules, 1975.

LISTING OF SECURITIES

The company''s shares are listed at The Bombay Stock Exchange, Mumbai.

The company had applied for in-principle approval for revocation of suspension of trading in shares of the company 13th Jan, 2014 and got in-principie approval letter vide DCS/COMP/OT/SB/44/2014-15 Dated 19th June, 2014 from the Stock Exchange. We have filed related documents to the stock exchange.

LOCK IN PERIOD OF SHARES:

During the year under review 51,26,600 equity shares were in lock-in period up to 22nd June, 2014 as per the requirements of the BIFR.

As per the requirement of Stock Exchange, the entire promoter holding i.e., 39,96,338 shares as on 13th January, 2014 and any increase in shareholding thereafter up to the date of revocation should be under lock-in for a period of three months from the date of commencement of trading or post revocation suspension.

Therefore the company has applied for NSDL/ CDSL/RTA Certificate for lock-in of above said shares up to the date of 31.05.2015.

AUDIT COMMITTEE

The present Audit committee of the company comprised of 3 directors i.e. Mr. Kulbir Singh, Mr. Subhash Jain and Mr. Nand Kishore Sharma. The members of the audit Committee have the required financial background. Mr. Kulbir Singh is chairman of the committee,

AUDITORS

The auditors of the company M/s Sanjay Rawal & Co.; Chartered Accountants retire at this meeting and are eligible for re-appointment, which if made will be in accordance with section 139(5) of the Companies Act, 2013 and rules made thereunder.

AUDITORS'' REPORT & NOTES ON ACCOUNTS

The observation made by the Auditors is self-explanatory and have also been further simplified in the Notes to Accounts.

INTERNAL AUDITOR

The internal auditor of the company is M/s Amit Batla & Associates carried 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 organisation''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 organisation''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.

SECRETARIAL AUDITOR

M/s Parveen Rastogi & Co., Practicing Company Secretary, was appointed as Secretarial Auditor of the Company for the financial year 2014-2015.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Information under section 217(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given below

a) Energy Conservation Measures taken; Not Applicable as Company is in the business of providing teal estate services which are more dependent on Human skill than power consumption.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: Nil

c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Not Applicable

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of the earnings and outgo in Foreign Exchange during the year under review are provided in the notes to the financial statements as at 30 June, 2014. The members are requested to refer to the said for details in this regard.

ACKNOWLEDGEMENT

Your Directors commend the continuing commitment and dedication of employees at all levels. The Directors would also like to thank all other stakeholder, including bankers and other business associates, who have provided sustained support and encouragement This has understandably; been critical for all the Company''s success. The Directors look forward to their continued support in the years to come.



By Order of the Board For Auto Pins (India) Limited,

Place: Delhi Dated: 02-12-2014

Sd/- Rajbir Singh (Managing Director) DIN: 00176574

---

Jun 30, 2012

To, The Members

The Directors have great pleasure in presenting the Annual Report together with the Audited Statement of Annual Accounts for the Year ended 30th June 2012.

FINANCIAL RESULTS

(Rs. in lacs)

Current Year Previous Year

Sales & Other Income 2240.31 1460.73

Profit before Depreciation 540.27 142.45

Depreciation 104.86 128.53

Profit After Depreciation Before Tax 435.41 13.92

Profit After Tax 435.41 13.92

PERFORMANCE

The over all performance for the 12 months was satisfactory as the Turnover of the company increased from Rs. 1350.86 Lac to Rs. 1743.49 Lac as compared to the previous year''s turnover and Other Income increased from Rs. 109.86 Lac to Rs. 496.81 Lac. The company has earned profit of Rs. 43541024 during the year. However, your Directors are confident that the company will do better in future as the recessionary period of the Indian economy seems to be over and the company is trying its level best to improve its performance.

DIRECTORS

Mr. Kulbir Singh, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

EXPORTS

The company has not earned export income during the financial year.

DIVIDEND

As the company has not earned sufficient profit during the year, So the Directors are not in the position to recommend any dividend for the year 2011 -12.

AUDITORS

M/S Sanjay Rawal & Co., Chartered Accountants, the Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting. They are eligible for reappointment.

CORPORATE GOVERNANCE REPORT

In consonance with core values of the Company to enhance the wealth of shareholders with commitment to the customers, employees and society, your directors attach much significance to good corporate governance.

Pursuant to clause 49 of the said listing agreement, (a) Management discussion and analysis, (b) The report of the Directors on the practice prevalent on corporate governance in the Company and (c) Certificate from the Practicing Company Secretary on compliance of mandatory requirement of corporate governance are given as an annexure to this report.

LISTING

The Company''s Shares are listed on the Bombay Stock Exchange. The address of the Stock Exchange is:

BOMBAY STOCK EXCHANGE LIMITED P.J. TOWER, DALAL STREET MUMBAI-400001.

PARTICULARS OF EMPLOYEE

The company does not have any employees to whom the Provisions of Section 217 (2A) of the Companies Act 1956 read with the companies (Particulars of Employee Rules 1975) apply.

CONSERVATION—OF ENERGY, RESEARCH AND DEVELOPMENT TECHNOLOGY, ABSORPTION AND FORIAGN EXCHANGE EARNING AND OUTGO.

Particulars relating to Conservation of energy Research and Development, Technology Absorption do not become applicable to the company, and details of Foreign Exchange earnings and outgo are as follows:

Foreign Exchange Earnings: Nil

(In Indian Rupees)

Foreign Exchange Outgo : Nil

(In Indian Rupees)

DIRECTOR S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Director s Responsibility Statement, it is hereby confirmed;

(i) The financial statement has been prepared in accordance with the accounting standard issued by the Institute of Chartered Accountants of India and also the requirements of the Companies act, 1956, to the extent applicable to the Company. There have been no material departures from prescribed accounting standard while preparing these financial statements;

(ii) The Board of Directors has selected the accounting policies described in the notes to the accounts, which have been consistently applied, except where otherwise stated. The estimates and judgments relating to the financial statements have been made on a prudent basis, in order that the financial statements reflect in a true and air manner, the state of affairs of the Company as at June 30, 2012 and the profit of the Company for the year ended on that date;

(iii) The board of directors and management has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for the safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual account has been prepared on the historical cost conventions as a going concern and on the accrual basis.

DEPOSITS

During the year under review the company has not accepted any deposits.

APPRECIATION

Your Directors wish to place on record their deep appreciation for the continued co- operation and support given by financial institution, Bank, Customers and shareholders of the company. They also acknowledge their deep appreciation for the contribution made by the employees at all levels to the operations of the company.

For and on behalf of the Board,

Auto Pins (India) Limited

Dated: 03.12.2012

Place: New Delhi. (RAJBIR SINGH)

(MANAGING DIRECTOR)

---

Jun 30, 2011

The Directors have great pleasure in presenting the Annual Report together with the Audited Statement of Annual Accounts for the Year ended 30th June 2011.

FINANCIAL RESULTS

(Rs. in lacs) Current Year Previous Year

Sales & Other Income 1460.73 1048.46

Profit before Depreciation 142.45 413.78

Depreciation 128.53 101.11

Profit After Depreciation Before Tax 13.92 312.67

Profit After Tax 13.92 1461.56

PERFORMANCE

The over all performance for the 15 months was satisfactory as the Turnover of the company increased from Rs. 435.08 Lac to Rs. 1350.86 Lac as compared to the previous year's turnover and Other Income increased from Rs. 8940 to Rs. 10986921. The company has earned a loss during the year. However, your Directors are confident that the company will do better in future as the recessionary period of the Indian economy seems to be oxer and the company is trying its level best to improve its performance.

DIRECTORS

Mr. Kulbir Singh. Director of the Company retires by rotation and being eligible offers himself for re-appointment.

EXPORTS

The company has earned export income during the financial year.

DIVIDEND

As the company has not earned sufficient profit during the year. So the Directors are not in the position to recommend any dividend for the year 2010-11.

AUDITORS

M/S Sanjay Rawal & Co.. Chartered Accountants, the Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting. They are eligible for reappointment.

CORPORATE GOVERNANCE REPORT

In consonance with core values of the Company to enhance the wealth of shareholders with commitment to the customers, employees and society, your directors attach much significance to good corporate governance.

Pursuant to clause 49 of the said listing agreement, (a) Management discussion and analysis, (b) The report of the Directors on the practice prevalent on corporate governance in the Company and (c) Certificate from the Practicing Company Secretary on compliance of mandatory requirement of corporate governance are given as an annexure to this report.

LISTING

The Company's Shares are listed on the Delhi Stock Exchange. The address of the Stock Exchange is:

THE BOMBAY STOCK EXCHANGE LIMITED

The Delhi Stock Exchange Association 3A&4. Asaf Ali Road. New Delhi - 110 002

PARTICULARS OF EMPLOYEE

The company does not have any employees to whom the Provisions of Section 217 (2A) o( the Companies Act 1956 read with the companies (Particulars of Employee Rules 1975 apply.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed;

(i) The financial statement has been prepared in accordance with the accounting standard issued by the Institute of Chartered Accountants of India and also the requirements of the Companies act, 1956, to the extent applicable to the Company. There have been no material departures from prescribed accounting standard while preparing these financial statements;

(ii) The Board of Directors has selected the accounting policies described in the notes to the accounts, which have been consistently applied, except where otherwise stated. The estimates and judgments relating to the financial statements have been made on a prudent basis, in order that the financial statements reflect in a true and fair manner, the state of affairs of the Company as at June 30, 2011 and the profit of the Company for the year ended on that date;

(iii) The board of directors and management has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for the safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual account has been prepared on the historical cost conventions; as a going concern and on the accrual basis.

DEPOSITS

During the year under review the company has not accepted any deposits

APPRECIATION

Your Directors wish to place on record their deep appreciation for the continued co-operation and support given by financial institution, Bank, Customers and shareholders of the company. They also acknowledge their deep appreciation for the contribution made by the employees at all levels to the operations of the company.

For and on behalf of the Board, Auto Pins (India) Limited

Dated: 15.11.2011

Place: New Delhi. (RAJBIR SINGH)

(MANAGING DIRECTOR)

---

Mar 31, 2010

The Directors have great pleasure in presenting the Annual Report together with the Audited Statement of Annual Accounts for the Year ended 31st March 2010.

FINANCIAL RESULTS

(Rs. in lacs)

Current Year Previous Year

Sales & Other Income 1048.46 363.84

Profit before Depreciation 423.78 -106.09

Depreciation 101.11 101.40

Profit Before Tax 312.67 (14.68)

Income Tax 00.00 13

Profit After Tax 1461.16 (14.81)

PERFORMANCE

The over all performance for the 12 months was satisfactory as the Turnover of the company increased from Rs.36.38. Lac to Rs. 104.84 Lacs as compared to the previous years turnover. The company has earned a loss during the year. However, your Directors are confident that the company will do better in future as the recessionary period of the Indian economy seems to be over and the company is trying its level best to improve its performance.

DIRECTORS

Mr. Subhash Jain. Director of the Company retires by rotation and being eligible offers himself for re-appointment.

EXPORTS

The company has not earned export income during the financial year.

DIVIDEND

As the company has not earned sufficient profit during the year, the company has set-off the previous loss against this; your Directors are not in the position to recommend any dividend for the year 2009-10.

AUDITORS

M/S Sanjay Rawal & Co.. Chartered Accountants, the Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting. They are eligible for reappointment.

CORPORATE GOVERNANCE

In consonance with core values of the Company to enhance the wealth of shareholders with commitment to the customers, employees and society, your directors attach much significance to good corporate governance.

Pursuant to clause 49 of the said listing agreement, (a) Management discussion and analysis. (b) The report of the Directors on the practice prevalent on corporate governance in the Company and (c) Certificate from the Practicing Company Secretary on compliance of mandatory requirement of corporate governance are given as an annexure to this report.

LISTING

The Companys Shares are listed on the Delhi Stock Exchange. The address of the Stock Exchange is:

BOMBAY STOCK EXCHANGE LIMITED

The Delhi Stock Exchange Association

3A & 4. Asaf Ali Road.

New Delhi- 110 002

PARTICULARS OF EMPLOYEE

The company does not have any employees to whom the Provisions of Section 217 (2A) of the Companies Act 1956 read with the companies (Particulars of Employee Rules 1975) apply.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY, ABSORPTION AND FORIAGN EXCHANGE EARNING AND OUTGO.

Particulars relating to Conservation of energy Research and Development, Technology. Absorption do not become applicable to the company, and details of Foreign Exchange earnings and outgo are as follows:

foreign Exchange Earnings : Rs. Nil

(In Indian Rupees)

foreign Exchange Outgo : Rs. NIL

(In Indian Rupees)

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act. 1956, with respect to Directors Responsibility Statement, it is hereby confirmed;

(i) The financial statement has been prepared in accordance with the accounting standard issued by the Institute of Chartered Accountants of India and also the requirements of the Companies act, 1956, to the extent applicable to the Company. There have been no material departures from prescribed accounting standard while preparing these financial statements;

(ii) The Board of Directors has selected the accounting policies described in the notes to the accounts, which have been consistently applied, except where otherwise stated. The estimates and judgments relating to the financial statements have been made on a prudent basis, in order that the financial statements reflect in a true and fair manner, the state of affairs of the Company as at June 30, 2007 and the profit of the Company for the tear ended on that date;

(iii) The board of directors and management has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for the safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual account has been prepared on the historical cost conventions, as a going concern and on the accrual basis.

DEPOSITS

During the year under review the company has not accepted any deposits.

APPRECIATION

Your Directors wish to place on record their deep appreciation for the continued co- operation and support given by financial institution. Bank. Customers and shareholders of the company. They also acknowledge their deep appreciation for the contribution made by the employees at all levels to the operations of the company.

For and on behalf of the Board.

Auto Pins (India) Limited

Dated : 31st August, 2010

Place : New Delhi. RAJBIR SINGH

MANAGING DIRECTOR