The Board of Directors are pleased to present the Thirty Ninth Annual Report on thebusiness and operations of your Company along with the Audited financial statementsfor the financial year ended 31st March, 2024. The Statement of Accounts, Auditors'Report, Board's Report and attachment thereto have been prepared in accordance withthe provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of theCompanies (Accounts] Rules, 2014.
During the Financial Year 2023-24, the company registered revenue of Rs.8340.81 lacsand profit of Rs.944.18 Lakhs as against revenue of Rs.7055.71 lakhs and profit ofRs.675.65 lakhs during 2022-23 registering a growth of 18.21% in revenue and 1.75%in margin. Along the Travel and Tourism industry, Car rental business is poised forsubstantial growth in the coming years. From the perspective of sustainable growth, ourcompany is focused on investing in upgrading fleet, technology upgrade in terms ofsoftware, online booking and digital payment, vehicle tracking and GPS navigation andmany more technology innovations enhancing efficiency and convenience in services.Also with the introduction of Electric Vehicles which would help the company inreducing fuel and maintenance cost as well to be part of the changing trends in industry.Your company is open to introduce various business strategies, exploring new businessmodels and partnerships for expanding the market reach and presence. With all thesemeasures, company expects to expand the growth trajectory positively in the time tocome
Particulars
For the year ended31.03.2024(Rs. in Lacs)
For the year ended31.03.2023(Rs. in Lacs)
Total Revenue
8382.69
7090.45
Total Expenses
5972.21
5103.18
Operating Profit
2410.49
1987.27
Finance Cost
282.22
215.68
Depreciation & AmortizationExpenses
1019.30
720.58
Profit before T ax
1108.97
1051.01
Tax Expenses:
Current Tax
(255.00)
(220.00)
Deferred Tax
90.21
(144.22)
T ax Adjustments
--
(11.14)
Profit for the year
944.17
675.65
Earnings Per Share
191.43
136.68
During the year under review, your Company has not transferred any amount to theGeneral Reserves.
During the year under review, the Company recorded revenue of Rs. 8340.81 lacs asagainst last year revenue of Rs.7055.72 lacs. The profit before tax stood at Rs. 1108.97lacs against profit before tax of Rs.1051.01 lacs previous year.
During the year under review, there was no change in the share capital structure of theCompany. The paid-up capital as on 31st March 2024 was Rs. 49,01,400.
During the year under review, the company declared and paid interim dividend of Rs
0.50 per share to the shareholders of the company and resulted in cash outflow ofRs.2.45 Lakhs.
The financial position of the Company in the financial year 2023-24 is satisfactory. TheCompany expects to achieve better performance during the F.Y. 2024-25.
There is no change in the nature of business of the Company during the year and thereis no revision in Board's Report and whatever submitted herewith is the final report.
8. REPORT DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIESAND STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTSOF ASSOCIATE COMPANY
Company is not having any subsidiary, joint venture, associate Company and hence thestatement containing the salient feature of the financial statement of a company'ssubsidiary, joint venture, associate company under the first proviso to subsection (3) ofsection 129 in the prescribed Form AOC-1 is not applicable.
Sr.
No.
Name of Company
Subsidiary /Jointventures/AssociateCompany
Date of cessationof Subsidiary /Joint ventures/AssociateCompany.
N.A.
There are no new Subsidiary/Joint Ventures/Associate Companies of the Companyduring the year under review.
During the year under review, your Company did not have any subsidiary, associate andjoint venture Company.
Corporate Governance deals with ethical conduct, integrity and accountability. CorporateGovernance essentially involves balancing the interest of all the stakeholders of theCompany.
Pursuant to the Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements]Regulations, 2015, the Compliance related to the Corporate Governance is applicable to thecompany from the mid of the year. The Corporate Governance report is attached asANNEXURE G. Certificate from the Auditors of the Company, M/s. Naveen Karn, practicingCompany Secretaries, confirming compliance with the conditions of Corporate Governanceas stipulated under Chapter IV of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements] Regulations, 2015 is presented in a separatesection forming part of the Annual Report.
Your Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act, 2013 and the Companies (Acceptance of Deposits] Rules, 2014.
(i) Directors
Your Board currently comprises of 5 Directors including 3 Non Executive Directorsand 2 Executive Director.
During the year company has appointed Mr. Prankil Amil as an Non-ExecutiveIndependent Director of the Company on Board meeting held on 14.8.2023.
Mrs. Maneka V Mulchandani, (DIN NO: 00491027] Director will retire by rotation andbeing eligible and not being disqualified under section 164 of the Companies Act, 2013,offers herself for re-appointment.
(ii) Key Managerial Personnel
Following are Key Managerial Personnel of the Company during the financial year 2023¬24:
Name
Designation
1.
Mr. Chintan a. Patel
Chaiperson, Managing Director &CEO
2.
Mr. Ramachandran C.G
Chief Financial Officer
3.
Ms. Agrima Shah
Company Secretary & ComplianceOfficer
Note: Mrs. Agrima Shah was appointed on the place of Ms. Sweety Dhumal as aCompany Secretary cum Compliance officer on 7th March, 2024 and Ms. Sweety Dhumal wasresigned from the post of Company Secretary Cum Compliance officer on 28th December,2023.
The Company has complied with the provisions of section 149(6] of the CompaniesAct, 2013. The Company has also obtained declarations from all the IndependentDirectors pursuant to section 149(7] of the Companies Act, 2013.
Pursuant to provision of the Companies Act, 2013 and Statement on Annual Evaluationof the Company, the Board has carried out the annual performance evaluation of itsown performance and other Directors. A structured questionnaire was prepared aftertaking into consideration inputs received from the Directors, covering various aspectsof the Board's functioning such as adequacy of the composition of the Board and itsCommittees, Board culture, execution and performance of specific duties, obligationsand governance. A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board, who were evaluated onparameters such as level of engagement and contribution, independence of judgment,promotion of participation by all directors and developing consensus amongst thedirectors for all decisions.
During the Financial year, total 8 (Eight] meetings of the Board of Directors were held
on following dates:
Date
Mr. ChintanPatel
Mrs.
Maneka
Mulchan
dani
Mr.
Vina
y
Rane
Pranav
Kapur
Mr. AnilKulkarni
Pankil
Amin
1
25.05.2023
Yes
NA
2
14.08.2023
No
3
04.09.2023
4
17.10.2023
5
14.11.2023
6
14.02.2024
7
01.03.2024
8
07.03.2024
16. DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements in terms ofSection 134(3)(c)of the Companies Act, 2013 and hereby confirm that:-
a. in the preparation of the annual accounts, the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. the Directors have selected such accounting policies and applied consistently andmade judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at 31st March, 2024 and of theloss of the Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and otherirregularities;
d. the Directors have prepared the annual accounts on a going concern basis;
e. the Directors, had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectivelyand the Company conduct internal Financial Control during the year.
f. Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Board has in accordance with the provisions of sub-section (3) of Section 178 of theCompanies Act, 2013, formulated the policy setting out the criteria for determiningqualifications, positive attributes, independence of a Director and policy relating toremuneration for Directors, Key Managerial Personnel and other employees. The saidpolicy is available on www.autoriders.com website of the Company.
Apart from determining the Company's Policy on specific remuneration packages forExecutive Directors including pension rights and any compensation payment and to fixthe remuneration payable to executive directors, the terms of reference is as per theprovisions of section 178 of the Companies Act, 2013 and rules framed there under.
Nomination and Remuneration Committee comprises of:
1. Mr. Vinay Rane- Independent Director (Chairman of the Committee)
2. Mr. Anil Kulkarni- Independent Director
3. Mr. Pranav Salil Kapur- Non-executive director
The Nomination and Remuneration Committee met four (4) time during the year. Thedetails of the same are as follows:
Mr. VinayYeshwantRane
Mr. AnilShankarKulkarni
Mr. ChintanAmrish Patel
Mr. PranavSalil Kapur
4.
On 14.11.2023 the committee was reconstituted and Mr. Pranav Salil Kapur wasappointed as a member of the committee and Mr Chintan Amrish Patel resigned from thecommittee as member
The Nomination and Remuneration Policy for Working Directors is reviewedperiodically to ensure that the same is in line with the peer companies. The payment ofremuneration is duly approved by the Remuneration Committee, the Board of Directorsand the Shareholders.
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act, 2013. The details of the Committee and its terms of referenceare as follows:
The terms of reference of the Audit Committee are pursuant to section 177 of theCompanies Act, 2013. In addition, the Audit Committee reviews the AccountingPolicies, interacts with the Statutory Auditor and Internal Auditor and discusses theAudit program with them. The committee acts as a link between the Management,Auditors and Board of Directors of the Company and has full access to financialinformation.
Recommendations of the Audit Committee, if any, are considered and implemented bythe Board from time to time
Audit Committee comprises of:
1. Mr. Vinay Rane- Independent Director (Chairman of the Committee]
3. Mr. Pranav Salil Kapur- Non executive director
The Audit Committee met Five (5] times during the year. The details of the same are asfollows:
Mr. Chintan
Amrish
Patel
Mr PranavSalil Kapur
5.
On 14.11.2023, the committee was reconstituted and Mr Pranav Salil Kapur wasappointed as a member of the committee and Mr Chintan Amrish Patel resigned from thecommittee as a member.
The minutes of the audit committee meetings were noted at the subsequent Boardmeetings.
The Company Secretary is the secretary to the committee.
The Stakeholders Relationship Committee was constituted pursuant to the provisions ofSection 178 of the Companies Act, 2013.
Stakeholders Relationship Committee comprises of:
3. Mrs. Maneka Vijay Mulchandani - Director
The Stakeholders Relationship Committee met Three (3) times during the year. Thedetails of the same are as follows:
Mr. Vinay
Mr. Anil Shankar
Mrs. Maneka Vijay
Yeshwant Rane
Kulkarni
Mulchandani
YES
The minutes of the Stakeholders Relationship committee meetings were noted at theboard meetings.
The Company promotes ethical behavior in all its business activities and has put in placea mechanism for reporting illegal and unethical behavior.
The Board of Directors of the Company have, pursuant to the provisions of Section177(9] of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings ofBoard and its Powers] Rules, 2014, framed “Vigil Mechanism Policy” for Directors andemployees of the Company to provide a mechanism which ensures adequate safeguardsto employees and Directors from any victimization on raising of concerns of anyviolations of legal or regulatory requirements, incorrect or misrepresentation of any,financial statements and reports, etc.
The employees of the Company have the right/option to report their concern/grievanceto the Chairman of the Audit Committee. The Company is committed to adhere to thehighest standards of ethical, moral and legal conduct of business operations.
During the Financial year 2023-24, no complaint of Harassment had been received fromany of the employee of the Company.
The Company has obtained adequate insurance on all of its fixed and other assets. Inaccordance with the risk management policy of the Company, the Board of Director ofthe Company identifies the potential risks against the business of the Company time totime and take proper safeguards to mitigate / minimize the risks. Key business risks andtheir mitigation are considered in the annual/strategic business plans and in periodicmanagement reviews. The risk management policy is available on www.autoriders.comwebsite of the Company.
The information as per Section 134(3] (m) of the Companies Act, 2013 read with theCompanies (Account] Rules, 2014 with respect to conservation of energy, technologyabsorption & foreign exchange earnings and outgo is as follows:
(i) The steps taken or impact on conservation of energy:
Energy conservation dictates how efficiently a Company can conduct its operations. TheCompany has recognized the importance of energy conservation in decreasing thedeleterious effects of global warming and climate change. The Company hasstrengthened the Company's commitment towards becoming an environment friendlyorganization. The Company carries out regular maintenance and development work ofelectricity equipment to save the energy. The Company is also using the energy efficientproducts to reduce wastage of scarce energy.
The Company is using the electricity as main source of its energy requirement. TheCompany is not having/exploring any alternate source of energy.
For the year under review, there was no investment in energy conservation equipment.
i) The efforts made towards technology absorption: No efforts were taken.
The Company has not absorbed/made any new technology during the year.
No technology was imported during the three years preceding to the year under report.
Foreign Exchange Earnings during the year: Rs.Nil /-(C. Y.)
Rs. 708192/- (P.Y.)
Foreign Exchange Outgo during the year: Rs. NIL/- (C.Y.)
Rs. NIL/- (P.Y)
Adequate internal control systems commensurate with the nature of the Company'sbusiness, size and complexity of its operations are in place. It has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting, timely feedback on achievement ofoperational and strategic goals, compliance with policies, procedure, applicable lawsand regulations and that all assets and resources are acquired economically, usedefficiently and adequately protected.
Extract of the Annual Return in form MGT-9 for the financial year ended 31st March, 2024made under the provisions of Section 92(3) of the Act is annexed as ANNEXURE- Awhich forms part of this Report. You may also find extract of the Annual Return in formMGT-9 on the Company's website i.e. www.autoriders.com.
Pursuant to the provision of section 135 of the Companies Act, 2013, provision relatedto spending amount towards CSR activity is applicable to the Company during thefinancial year ended 31st March ,2024, However, The Company has been carrying outvarious Corporate Social Responsibility (CSR] activities in the areas of education. Theseactivities are carried out in terms of Section 135 read with Schedule VII of the CompaniesAct, 2013 and Companies (Corporate Social Responsibility Policy] Rules, 2014.
The Annual Report on CSR Activities undertaken by the Company is annexed herewithas ANNEXURE- F. The CSR Policy is available on Company's websitehttp://www.autoridersrentacar.com/investors.html
The Statutory Auditor tendered his resignation from continuing as a StatutoryAuditor of the Company, as M/S KPD & Co. Chartered Accountant (The saidresignation is effective from 14th October, 2023
T o fill the casual Vacancy caused with the resignation of M/S KPD & Co, f M/s VandanaV Dodhia & Co., Chartered Accountant (FRN No. 117812W] was appointed as theStatutory Auditor of the Company in Extra-Ordinary General Meeting of the companyheld at November 09, 2023
The Statutory Auditors have not made any qualification in their Report dated 30thMay,2024 for the financial year ended 31st March 2024, However, they haveobservations on some matters in their report to the Board of Directors of theCompany which are annexed as ANNEXURE-C
The Board has appointed Mr. Naveen Karn, Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2023-24. TheReport of the Secretarial Audit Report is annexed herewith as ANNEXURE- B.
The Secretarial Auditors have not made any qualification in their Report dated 30 thMay,2024 for the financial year ended 31st March 2024, However, they haveobservations on some matters in their report to the Board of Directors of theCompany which are annexed as ANNEXURE-C
The Company is not required to appoint Cost Auditor as it is not required to submitcost audit report pursuant to the provision of the Companies (Cost Records and Audit]Rules, 2014.
Pursuant to Sections 101 and 136 of the Companies Act, 2013 The Company will besending Annual Report through electronic mode i.e. email to all the shareholders whohave registered their email addresses with the Company.
It is hereby confirmed that the Company has complied with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of India(ICSI).
Employees are considered to be team members being one of the most critical resourcesin the business which maximize the effectiveness of the Organization. Human resourcesbuild the Enterprise and the sense of belonging would inculcate the spirit of dedicationand loyalty amongst them towards strengthening the Company's Polices and Systems.The Company maintains healthy, cordial and harmonious relations with all personneland thereby enhancing the contributory value of the Human Resources.
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner, soas to ensure safety of all concerned, compliances environmental regulations andpreservation of natural resources. There was no accident during the year.
31. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TOINTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THEINDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
The Company is having Mr. Anil Kulkarni, and Mr. Pankil Balendrabhai Amin on Boardas an Independent Director. Both the Independent Directors are having expertise in thefield of Vehicle acquisition, prompt registration of vehicle acquired, advising overvarious insurance cover of vehicles as well as for passengers and other related thingsassociated with the Business. Independent Directors contributes towards obtainingvarious business opportunities, combating the Risks arising in achieving businessobjective of the company and to lessen the losses in every possible way.
Mr. Pankil Amin have cleared self-proficiency test in the month of November, 2021with78% score and October, 2021 with respectively.
And Me. Anil Kulkarni Cleared Self-proficiency test in the month of September,2022 andDecember,2022 with respectively.
32. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIALYEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATED
Except as disclosed elsewhere in this report, no material changes and commitmentswhich could affect the Company's financial position have occurred between the end ofthe financial year of the Company and date of this report.
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review, the companycould not carry out Internal Financial Controls review due to lock down situationsprevailing during the year.
The Company has not granted any loans, not given any guarantees and not made anyinvestment during the financial year 2023-24.
During the year under review the company had entered into transactions with theDirectors, Relatives of KMP and with the entity in which the Directors are common.Details of the said transactions are disclosed in Note No. 35 i.e. Related Party Disclosuresin notes to accounts.
Pursuant to provision of section 188 of the Companies Act, 2013 and the rules madethereunder all the transactions entered into by the Company during the Financial year2023-24 with the related parties are entered in ordinary course of business and are atarm's length basis and not material in nature. Hence, the disclosure under Form No. AOC-2 is not applicable to the Company.
36. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHERDISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION)RULES, 2014
There were no employees of the Company drawing remuneration of Rs. 1.02 crore perannum or more or Rs.8.5 lacs per month or more during the year under review. Thedetails pursuant to Rule 5(2) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 are annexed herewith as ANNEXURE- D.
The Company has zero tolerance for sexual harassment and has constituted an InternalComplaints Committee (ICC) for providing a Redressal mechanism pertaining to Sexualharassment of women employees at workplace. There was no complaint received duringthe year under review. The report of the same has been submitted to The District Officerand Deputy Collector, Office of Collector, Mumbai Suburban District.
Your Director's state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview:
1. The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43 (a] (ii) of the Act read with Rule 4(4] of theCompanies (Share Capital and Debenture] Rules, 2014 is furnished.
2. The Company has not issued any sweat equity shares during the year under reviewand hence no information as per provisions of Section 54(1)(d) of the Act read withRule 8(13] of the Companies (Share Capital and Debenture] Rules, 2014 is furnished.
3. The Company has not issued any equity shares under Employees Stock OptionScheme during the year under review and hence no information as per provisions ofSection 62(1](b] of the Act read with Rule 12(9] of the Companies (Share Capital andDebenture] Rules, 2014 is furnished.
4. During the year under review, there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuantto Section 67(3] of the Act read with Rule 16(4] of Companies (Share Capital andDebentures] Rules, 2014 is furnished.
5. No orders have been passed by any Regulator or Court or T ribunal which can have animpact on the going concern status and the Company's operations in future.
6. No frauds were reported by auditors under sub-section (12] of section 143.
7. The Company has not made any application nor any proceedings of the Company arepending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016] during theyear.
8. The details of difference between amount of the valuation done at the time of one timesettlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof- Not Applicable during the Financial Year.
Your Director's wish to thank Bankers, Government authorities and variousstakeholders, such as, shareholders, customers and suppliers, among others for theirsupport and valuable guidance to the Company. Your Director's also wish to place onrecord their appreciation for the committed services of all the Employees of theCompany.
By order of the Board,For AUTORIDERS INTERNATIONAL LIMITED,
Director Managing director & CEO
DIN:- 00491027 DI N :- 00482043
Place : MumbaiDated :13th August, 2024