To the Members of
AUTO PINS (INDIA) LIMITED,
Your Directors have pleasure in presenting their 50th (Fiftieth) Annual
Report together with the Audited Financial Statement of the Company for the Year ended
March 31, 2025.
FINANCIAL SUMMARY
During the year under review the Company has achieved the following financial results:
(Rs. in Lakhs)
| Particulars |
31.03.2025 |
31.03.2024 |
| Total Income |
4660.78 |
6473.72 |
| Expenditure |
4615.51 |
6308.97 |
| Profit before Tax |
45.27 |
164.75 |
| Less: Tax Expense |
11.98 |
61.26 |
| Profit after Tax |
33.29 |
103.49 |
STATE OF COMPANY'S AFFAIRS
During the year under review, the Company generated a revenue of Rs 4642.78 lakhs,
compared to Rs6433.76 lakhs in the previous year. The net profit for the year stood at
Rs33.29 lakhs, down from Rs103.49 lakhs in the preceding year. This indicates a decline in
overall performance for the financial year ended March 31, 2025, compared to the previous
year. However, your Directors remains confident in the Company's future prospects and is
actively pursuing strategies to enhance performance and achieve significant improvement.
DIVIDEND
No dividend on equity shares recommended by the Board for the year ended 31st March,
2025 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 2024-25, 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 had a holding company namely M/s Mystic Woodart
Private Limited as on March 31, 2025 and holds 3152500 shares (55.24%) in your company.
The details of the Holding Company as on March 31, 2025 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 |
However, the Holding company Mystic Woodart Private Limited has been
converted to LLP Mystic Woodart LLP w.e.f. April 25, 2025 as approved by the
Ministry of Corporate Affairs (MCA) without any change in control or percentage of
shareholding of the Holding Entity in our company as LLP.
The details of the Holding Company/Body Corporate are as follows:
| Name of the Company |
MYSTIC WOODART LLP |
| CIN |
ACN-8992 |
| Registered office |
Shop No.40, 1st Floor India Mall, Community Centre, New Friends Colony,
New Delhi- 110025 |
MATERIAL CHANGES AND COMMITMENT
No material changes and commitments occurred, which may affect the financial position
of the Company, between the end of the financial year of the Company to which the
financial statements relate and the date of the report.
INTERNAL CONTROL SYSTEM
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The management of the company checks and verifies the
internal control and monitors them in accordance with policy adopted by the company.
Company continues to ensure proper and adequate systems and procedures commensurate with
its size and nature of its business.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there was no Change in the nature of the business of the
Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:
Appointments/Re-appointments
During the year under review, there was a Re-appointment of Mr. Rajbir Singh (DIN:
00176574) as a Director, who retires by rotation in the AGM held on 25th day of
September, 2024.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Company's Articles of Association, Mr. Subhash Jain (DIN:00176493), 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, Ms Priyanka Pathak (DIN:10601570) and Ms. Sonia
Mendiratta (DIN: 10237932) was appointed as an Independent Director for a term of 5
consecutive years commencing from 24.08.2024 to 23.08.2029 (both inclusive).
Retirements/Resignations
During the Year under review Mr. Vishal Bhatnagar, Non-Executive - Independent
Director, resigned from directorship w.e.f. 30.09.2024 and Ms. Shilpy Chopra, additional
director (Non-Executive-Non Independent category) w.e.f. 01.10.2024.
Key Managerial Personnel (KMP):
During the year, there was no retirement or resignation of KMP however, there is a
Resignation of Ms. Shweta Bhatnagar from the post of Chief Financial Officer (CFO) and
(KMP) of the Company with effect from 14th July, 2025 and an appointment of Ms.
Priti Mishra (PAN: ARHPM7631F) as Chief Financial Officer (CFO) and Key Managerial
Personnel (KMP) of the Company with effect from 14TH August, 2025 at such
remuneration and other terms and conditions as may be finalized by the Board in
consultation with the Nomination and Remuneration Committee.
COMPOSITION OF THE BOARD
As per Regulation 17(1D) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the continuation of a director
serving on the board of directors of a listed entity is subject to the approval by the
shareholders in a general meeting at least once in every five years from the date of their
appointment or reappointment.
However, this requirement is not applicable to certain directors, including those
retiring as per Section 152(6) of the Companies Act, 2013.
In our Company, Mr. Subhash Jain was the only executive director, other than the
Managing Director, Whole-Time Director, and Independent Directors,
However, Appointment of Mr. Subhash Jain (DIN:00176493), Director, is subject to
Section 152 of the Companies Act, 2013, i.e. retire by rotation at the ensuing Annual
General Meeting and being eligible offer himself for re-appointment.
Given that Mr. Subhash Jain's re-appointment was governed by Section 152 of the
Companies Act, 2013, the requirement specified in Regulation 17(1D) of the SEBI Listing
Regulations is not applicable to our Company.
We confirm that our Company's board composition and directors'
appointments/re-appointments are in compliance with the applicable laws and regulations.
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 2024-25, Nine (09) Board Meeting were convened and held on
06.05.2024, 28.05.2024, 14.08.2024, 30.08.2024, 08.10.2024, 14.11.2024, 31.01.2025,
14.02.2025 & 31.03.2025. 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 Committees as on March 31,2025:
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 |
Ms. Priyanka Pathak |
Chairperson |
Non-Executive Independent Director |
| 2. |
Ms. Sonia Mendiratta |
Member |
Non-Executive Independent Director |
| 3. |
Mr. Joginder Singh |
Member |
Non-Executive Independent Director |
Meetings
During the financial year 2024-25, 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 |
|
Ms. Priyanka Pathak |
Ms. Sonia Mendiratta |
Mr. Joginder Singh |
| 28.05.2024 |
NA |
NA |
|
| 14.08.2024 |
NA |
NA |
V |
| 14.11.2024 |
V |
V |
V |
| 14.02.2025 |
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. |
Ms. Sonia Mendiratta |
Chairperson |
Non-Executive Independent Director |
| 2. |
Ms. Priyanka Pathak |
Member |
Non-Executive Independent Director |
| 3. |
Mr. Joginder Singh |
Member |
Non-Executive Independent Director |
Meetings
During the financial year 2024-25, the Committee met Two 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 |
|
Ms. Sonia Mendiratta |
Ms. Priyanka Pathak |
Mr. Joginder Singh |
| 24.08.2024 |
NA |
NA |
V |
| 31.03.2025 |
V |
V |
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. |
Ms. Priyanka Pathak |
Chairperson |
Non-Executive Independent Director |
| 2. |
Ms. Sonia Mendiratta |
Member |
Non-Executive Independent Director |
| 3. |
Mr. Joginder Singh |
Member |
Non-Executive Independent Director |
Meetings
During the financial year 2024-25, 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 |
|
Ms. Priyanka Pathak |
Ms. Sonia Mendiratta |
Mr. Joginder Singh |
| 14.02.2025 |
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 14, 2025 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 policies are available on our website
www.autopinsindia.com.The policies are reviewed periodically by the Board and updated
based on need and new compliance requirement.
In addition to its Code of Conduct and Ethics, key polices that have been adopted by
the company are as follows:
| S. No. |
Name of the Policy |
Brief Description |
| 1. |
Whistle blower Policy(Policy on Vigil Mechanism) [Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015] |
Pursuant to the provisions of Section 177 (9) & (10) of the Companies
Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015,
the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that
encourages and supports its Directors and employees to report instances of unethical
behaviour, actual or suspected, fraud or violation of the Company's Code of Conduct or
Ethics Policy. It also provides for adequate safeguards against victimisation of persons
who use this mechanism and direct access to the Chairman of the Audit Committee in
exceptional cases. |
| 2. |
Nomination remuneration & Evaluation policy [Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015] |
The Board has on the recommendation of the Nomination & Remuneration
Committee framed a Nomination Remuneration & Evaluation Policy, which, inter-alia,
lays down the criteria for identifying the persons who are qualified to be appointed as
Directors and/or Senior Management Personnel of the Company, along with the criteria for
determination of remuneration of Directors, KMPs and other employees and their evaluation
and includes other matters, as prescribed under the provisions of Section178 of Companies
Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)
Regulation , 2015. |
| 3. |
Prevention, Prohibition & Redressal of Sexual Harassment of Women At
Workplace |
The Company has in place a Policy on Prevention, Prohibition &
Redressal of Sexual Harassment of Women at Workplace and an Internal Complaints Committee
(ICC) has been constituted there under. The primary objective of the said Policy is to
protect the women employees from sexual harassment at the place of work and also provides
for punishment in case of false and malicious representations. |
| 4. |
Risk Management Policy |
Your Company has formulated and adopted a Risk Management Policy. The
Board of Directors is overall responsible for identifying, evaluating and managing all
significant risks faced by the Company. The Risk Management Policy approved by the Board
acts as an overarching statement of intent and establishes the guiding principles by which
key risks are managed across the organisation. |
| 5. |
Related Party Transaction Policy [Regulation 23 of SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015] |
Related Party Transaction Policy, as formulated by the Company, defines
the materiality of related party transactions and lays down the procedures of dealing with
Related Party Transactions. |
| 6. |
Insider Trading Policy |
The Policy provides the framework in dealing with securities of the
company. |
| 7. |
Document Retention and Archival Policy [Regulation 9 of SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015] |
Pursuant to SEBI(LODR) Regulations, 2015 it mandates that every listing
entity shall formulate a policy for preservation of documents and Regulation 30(8) of the
Regulations is also required to have an archival policy on archiving all information
disclosed to stock exchange(s) and the same being hosted on the Company's website. |
| 8. |
Materiality Disclosure Policy [Regulation 30 of SEBI (Listing Obligations
and Disclosure Requirements)Regulation , 2015] |
Pursuant to SEBI (LODR) Regulations, 2015 it mandates that every listed
entity shall make disclosure of any events or information which, in the opinion of the
Board of Directors of the listed company, is material and the same being hosted on the
Company's website. |
CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL
The Board of Directors has approved a Code of Conduct, which is applicable to the
members of the Board and all employees in the course of day to day business operations of
the Company. The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place in business
practices and in dealing with stakeholders. All the Board Members and the Senior
Management personnel have confirmed compliance with the Code. All Management personnel are
being provided appropriate training in this regard.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN & WORKPLACE (PREVENTION. PROHIBITION
AND RESDRESSAL) ACT, 2013
As per the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act ,2013 your Company has taken the initiatives towards any action on the part
of any executive, which may fall under the ambit of Sexual Harassment at workplace,
and is fully committed to uphold and maintain the dignity of every women working in the
premises of the Company. The Policy provides for protection against sexual harassment of
woman at workplace and for prevention of such complaints.
| Number of complaints pending as on the beginning of the period |
- NIL |
| Number of complaints filed during the financial period |
- NIL |
| Number of complaints pending as on the end of the period |
- NIL |
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 134(3) (q) and Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in
Annexure-1.
AUDITORS
Statutory Auditor and their Report
At the 47th (Forty Seventh) AGM held on September 28, 2022 of M/S Sanjay
Rawal & Co., Chartered Accountants, (Firm Registration No. 012820N) were appointed as
Statutory Auditors of the Company to hold office for a term of five consecutive financial
year, from the conclusion of (Forty-Seventh) Annual General Meeting of the Company till
the conclusion of the (Fifty Second) Annual General Meeting, on such remuneration as may
be mutually agreed upon by the Board of Directors and the Auditors after consultation with
the Audit Committee.
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 2024-25. The Secretarial Audit report for the financial year ended 31st
March, 2025 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 2024-25.
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.
Internal Auditor
M/s Bhardwaj & Co. Chartered Accountant (FRN:003681N), Internal Auditor of the
Company for the F.Y. 2024-25 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 2024-25 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, 2025. 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 2024-2025 has already been paid to it.
DEMATERATT TZATTON 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 ANALYSTS REPORT
As per Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, the Management Discussion and Analysis report is appended
herein. The said report is part of the annual report as Annexure-5.
CORPORATE GOVERNANCE
The Company is not required to mandatorily comply with the provision of Regulation 17
to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 as its equity share capital is less than Rs.10 Crore and Net Worth is not exceeding
Rs.25 Crores, as on the last day of the previous financial year.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that in the preparation of the Annual Accounts of the Company for
the year ended 31st March, 2025 that:
i. In the preparation of the accounts, the applicable accounting standards have been
followed with proper explanation relating to material departures;
ii. The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year ended 31st
March, 2025, 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 2024-25 as per provisions of the Act and
Rules thereto, is available on the Company's website at https://www.autopinsindia.com/wp-
content/uploads/2025/08/Form-MGT7-Annual-Return-2025.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
COMPLIANCE WITH MATERNITY BENEFIT
In accordance with the Maternity Benefit Act, 1961, and the amendments thereto, our
Company ensures that female employees are provided with maternity benefits, including paid
leave and other benefits, as prescribed under the Act.
We confirm that our Company is in compliance with the provisions of the Maternity
Benefit Act, 1961, and the rules made thereunder, and provides a supportive work
environment for our female employees.
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: 01.09.2025 |
|
|
Sd/- |
Sd/- |
|
RAJBIR SINGH |
SUBHASH JAIN |
|
MANAGING DIRECTOR |
DIRECTOR |
|
DIN:00176574 |
DIN: 00176493 |
|
9 SOUTHERN AVENUE |
D-681-682, J J |
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MAHARANI BAGH, NEW |
COLONY, TIGRI |
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DELHI - 110065 |
NEW DELHI - 110062 |