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Directors Report of Auto Pins (India) Ltd.

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

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