AUTORIDERS FINANCE LIMITED

AUTORIDERS FINANCE LIMITED 32 ND ANNUAL REPORT 2016-2017

AUTORIDERS FINANCE LIMITED ANNUAL REPORT 2016-17 CORPORATE INFORMATION BOARD OF DIRECTORS Mr. Bhupesh Patel Managing Director (DIN No. 00482774) Mr. S. N. Jhalani Non Executive Director (DIN No. 00520148) Mr. Bhupendrabhai Patel Director (DIN No. 00662581) Mr. Gokulsingh Rajput Independent Director (DIN No. 01934109) Mr. Shailendra Agrawal Independent Director (DIN No. 07121446) Mrs. Deanna Gowria Director (DIN No. 07303344) AUDITORS M/s. Sheth Doctor & Associates Chartered Accountants COMPANY SECRETARY & COMPLIANCE OFFICER Mr. Rakesh Todkari BANKER HDFC Bank Ltd. The Shirpur People Co-op. Bank Ltd. REGISTERED OFFICE 125/126, Maharaja Complex, Nehru Road, Shirpur 425 405, Dhule Dist, Maharashtra. REGISTRAR & TRANSFER AGENTS Sharex Dynamic (India) Pvt. Ltd. Unit-1, Luthra Ind Premises, 1st Floor, 44E, M. Vasanti Marg, Andheri-Kurla Road, Safeed Pool, Andheri East, Mumbai - 400 072, Maharashtra. THIRTYSECOND ANNUAL GENERAL MEETING Day, Date : Thursday the 28th September, 2017 Venue : 125/126, Maharaja Complex, Nehru Road, Shirpur 425 405, Dhule Dist, Maharashtra, Time : 11.00 A.M.

NOTICE OF THE 32ND ANNUAL GENERAL MEETING 1 32 ND ANNUAL REPORT AUTORIDERS FINANCE LIMITED CIN : L51900MH1985PLC035433 Registered Office : 125/126, Maharaja Complex, Nehru Road, Shirpur - 425 405, Dist. Dhule, Maharashtra. Phone : (02563) 256173 / 022-42766666 Website : www.autoridersfinance.co.in E-mail : compliance.afl@autoriders.in / investors@autoriders.in NOTICE is hereby given that the 32 ND Annual General Meeting of Members of AUTORIDERS FINANCE LIMITED (CIN : L51900MH1985PLC035433) will be held on Thursday, the 28th September, 2017 at 11.00 A.M. at the Registered Office of the Company at 125/126, Maharaja Complex, Nehru Road, Shirpur 425 405, Dhule Dist, Maharashtra, to transact the following business : ORDINARY BUSINESS : 1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2017, and the Statement of Profit & Loss for the year ended on that date together with the Directors' Report and the Auditors' Report thereon. 2. To reappoint Mr. Satyanarayan Jhalani as Director who retires by rotation and being eligible offer himself for re-appointment. 3. To ratify appointment of M/s. Sheth Doctor & Associates., Chartered Accountants, Mumbai, having Firm Registration No.124822W, as Statutory Auditors of the Company and to authorize the Board of Directors to fix their remuneration. By order of the Board For AUTORIDERS FINANCE LTD. Place : Shirpur, Date : 12th August, 2017. Registered Office : 125/126, Maharaja Complex, Nehru Road, Shirpur 425 405, Dhule Dist, Maharashtra. RAKESH TODKARI Company Secretary NOTES : 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Pursuant to the provisions of section 105 of the Companies Act, 2013, a person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total paid up share capital of the Company. Member holding more than ten percent of the total Share Capital of the Company may appoint a single person as proxy, who shall not act as a proxy for any other Member. The instrument appointing Proxy as per the format included in the Annual Report should be returned to the Company at its Registered Office not less than 48 hours before the commencement of the meeting i.e by 11.00 a.m. on Thursday, 28Th September 2017. 3. Members are requested to notify change of address, if any. 4. The Register of Members and Share Transfer Books of the Company will remain closed from 20.9.2017 to 28.9.2017 (both days inclusive). 5. Members desiring any relevant information on the accounts at the Annual General Meeting are requested to write to the Company at least 7 days before the date of the Meeting so as to enable the management to keep the information ready. 6. Members who hold Shares in Dematerialised Form are requested to bring their Client ID and DP ID Numbers for easy identification of attendance at the Meeting.

AUTORIDERS FINANCE LIMITED 7. Members who have multiple folios in identical names or joint names in the same order are requested to send all the Share Certificates to the Registrar & Transfer Agents M/s. Sharex Dynamic Pvt. Ltd., for consolidation of all such folios into one to facilitate better services. 8. Members/Proxies and authorized signatories should bring the attendance slip duly filled in for attending the meeting. The identity/signature of the Members holding shares in electronic/demat form is liable for verification with specimen signatures as may be furnished by NSDL/CDSL to the Company. Such Members are advised to bring the relevant identity card, issued by the Depository Participant, to attend the Annual General Meeting. 9. The Annual Report duly circulated to the Members of the Company, is available on the Company s Website www.autoridersfinance.co.in and the website of Sharex Dynamic Pvt. Ltd. at evoting@sharexindia.com and sharexindia@vsnl.com 10. The Notice of AGM, Annual Report and Attendance Slip are being sent in electronic mode to Members whose e-mail ID are registered The Notice of AGM, Annual Report and Attendance Slip are being sent in electronic mode to Members whose e-mail IDs are registered with the Company or the Depository Participant(s) unless the Members have registered their request for a hard copy of the same. Physical copy of the Notice of AGM, Annual Report and Attendance Slip are being sent to those Members who have not registered their email IDs with the Company or Depository Participant(s). Members who have received the Notice of AGM, Annual Report and Attendance Slip in electronic mode are requested to print the Attendance Slip and submit a duly filled in Attendance Slip at the registration counter to attend the AGM. 11. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) to the RTA/ Company in the following cases viz., transfer of shares, deletion of name, transmission of shares and transposition of shares held in physical form. Shareholders are requested to furnish copy of PAN for all the above transactions. 12. A route map showing directions to reach the venue of the 32nd Annual General Meeting is given at the End of the notice as per requirement of Secretarial Standard 2 on "General Meeting". 13. In respect of resolution at item no 3 a statement giving additional information on direct seeking reappointment is annexed herewith as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 14. Voting through electronic means I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting by electronic means and the business may be transacted through e-voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM ("remote e-voting") will be provided by National Securities Depository Limited (NSDL). II. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper. III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again. IV. The remote e-voting period commences on 25th September, 2017 (9:00 am) and ends on 27th September, 2017 (5:00 pm). During this period members' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 20th September, 2017, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently. 2

32 ND ANNUAL REPORT V. The process and manner for remote e-voting are as under: A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository Participants(s)] : (i) Open email and open PDF file viz; "remote e-voting.pdf" with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/pin for remote e-voting. Please note that the password is an initial password. NOTE: Shareholders already registered with NSDL for e-voting will not receive the PDF file "remote e-voting.pdf". (ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/ (iii) Click on Shareholder - Login (iv) Put your user ID and password. Click Login. (v) Password change menu appears. Change the password/pin with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. (vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles. (vii) Select "EVEN" of "Autoriders Finance Limited". (viii) Now you are ready for remote e-voting as Cast Vote page opens. (ix) Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm" when prompted. (x) Upon confirmation, the message "Vote cast successfully" will be displayed. (xi) Once you have voted on the resolution, you will not be allowed to modify your vote. (xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to scrutinizer@gmail.com with a copy marked to evoting@nsdl.co.in B. In case a Member receives physical copy of the Notice of AGM for members whose email IDs are not registered with the Company/Depository Participants(s) or requesting physical copy] : (i) Initial password is provided as below/at the bottom of the Attendance Slip for the AGM: EVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN (ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote. VI. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on Toll Free No.: 1800-222-990. VII. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/pin for casting your vote. NOTE: Shareholders who forgot the User Details/Password can use "Forgot User Details/ Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com. In case Shareholders are holding shares in demat mode, USER-ID is the combination of (DPID+ClientID). In case Shareholders are holding shares in physical mode, USER-ID is the combination of (Even No+Folio No). VIII. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s). 3

AUTORIDERS FINANCE LIMITED IX. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 20th September, 2017 X. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 20th September, 2017, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or sharexindia@vsnl.com However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com or contact NSDL at the following Toll Free No.: 1800-222-990. XI. A member may participate in the AGM even after exercising his right to vote through remote e- voting but shall not be allowed to vote again at the AGM. XII. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper. XIII. Mrs. Shilpa Shah, Practicing Company Secretary (Membership No. 6897) has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner. XIV. The Chairman shall, at the AGM at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of "remote e-voting" or "Ballot Paper" or "Poling Paper" for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility. XV. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith. XVI. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.autoridersfinance.co.in and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai. 15. As required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 brief profile of the Directors proposed to be appointed at the Annual General Meeting is given below: Name of Director Mr. Satyanarayan Jhalani DIN 00520148 Date of Birth 11/07/1957 Date of Appointment 02/04/1988 Expertise in Specific Business Development Functional areas Qualification No. of Shares held in the Company Directorship held in other Public Companies Chairman / Member of the Committees of the Board of Directors of the Company Graduate Nil None Nomination Remuneration Committe 4

32 ND ANNUAL REPORT ROUTE MAP OF AGM VENUE: 125/126, Maharaja Complex, Nehru Road, Shirpur - 425 405, Dist. Dhule, Maharashtra. 5

AUTORIDERS FINANCE LIMITED BOARD REPORT Dear Members, The Board of Directors is pleased to present the 32nd Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended 31st March, 2017. The Statement of Accounts, Auditors' Report, Board's Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2015. 1. FINANCIAL RESULTS : The Company s financial performance for the year ended March 31, 2017 is summarized below: Particulars For the year For the year ended ended 31.03.2017 31.03.2016 (Rs. in Lacs) (Rs. in Lacs) Revenue From Operations (Net) Other Income 0.28 0.31 Total Expenditure (12.15) (9.60) Profit / (Loss) before Tax & Depreciation (11.87) (9.29) Less: Depreciation Less: Provision for Taxation Profit / (Loss) before Exceptional Items Add / (Less): Exceptional Items Profit / (Loss) before Tax for the year (Less): Tax Expense Profit/Loss for the year Transfer to General Reserve Earning per Share of 10/- (0.09) (0.07) 2. RESERVES: There has been no transfer to reserves made during the year under review as the same is not mandatory. 3. STATE OF COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE: The Company has incurred Loss of 11.87 Lacs in The Year 2016-17 From 9.29 Lacs in previous year 2015-16. 4. DIVIDEND Your Directors regret their inability to propose any dividend in view of the non-operation and accumulated losses of the Company. 5. DUES TO CONSORTIUM BANKS As reported earlier, the company s proposal vide its letter dated 6.11.2007 for One Time Settlement (OTS) with Consortium Banks has been accepted for 14.29 crores by them vide letter dated 28.2.2008 of lead bank and accordingly the Company has complied with all the terms including the handing over of the mortgaged property. And the balances lying in the accounts of Consortium of Banks written back and transferred to reserves and surplus. No objection certificate from Banks is yet to be received for completing compliance with regard to satisfaction of charge filed with Registrar of Companies. 6

32 ND ANNUAL REPORT 6. CURRENT STATUS The Company is not pursuing any business activity for number of years and accordingly accounts have been prepared on basis of assumption that the Company is "not a going concern". However, the accounts has not been restated at realizable value, as there are no assets. 7. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD S REPORT There is no change in the status of the company as "not a going concern". There is no revision made in the Board's Report and whatever submitted herewith is the final report. 8. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES During the year under review, your Company did not have any subsidiary, associate and joint venture Company. 9. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Corporate Governance: Pursuant to Regulation 27(2) and Schedule V of SEBI of the Listing Agreement executed with the Stock Exchanges, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance form an integral part of this report and are set out as separate {Annexure - A} to this Report. Management Discussion and Analysis Report: In terms of regulation 34(e) of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 Management Discussion and Analysis is set out in the Annual Report as {Annexure - B}. 10. PUBLIC DEPOSITS Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2015. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise. 11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (i) Directors Retire by rotation: In accordance with provisions of section 152(6) of the Companies Act and in terms of the Articles of Association of the Company, Mr. Satayanarayan Jahalani (DIN No.00520148) Director will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment,the Board recommends his re-appointment. (ii) (iii) (iv) Key Managerial Personnel No change in key managerial personnel during the financial year. Declaration by an Independent Director(s) The Company has complied with Regulation 25 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and according to the provisions of section 149(6) of the Companies Act, 2013. The Company has also obtained declarations from all the Independent Directors pursuant to section 149(7) of the Companies Act, 2013. Annual Evaluation of Board In compliance with the provisions of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations 2015, the Board has carried out the annual performance evaluation of its own performance, and that of its Committee and other Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, and also as per the Guidance Notes issued by SEBI vide its Circular No.: SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5th, 2017 covering various aspects of the Board s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. 7

AUTORIDERS FINANCE LIMITED 12. NUMBER OF BOARD MEETINGS During the Financial year, total 4 (Four) meetings of the Board of Directors were held on 30th May, 2016, 12th August, 2016, 12th November, 2016, 13th February, 2017 and respectively. 13. DIRECTOR'S RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 and hereby confirm that :- a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. the directors have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the loss of the Company for the year ended on that date; c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the directors have prepared the annual accounts on 'not a going concern' basis; and the directors have laid down proper systems financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. e. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 14. NOMINATION AND REMUNERATION COMMITTEE The Company is not pursuing any business activity for number of years and accordingly accounts have been prepared on basis of assumption that the Company is "not a going concern". Company not having any operation and business activity of the company hence company unable to provide sitting fees and salary to Directors of the Company. As per mandatory rules and regulation we constituted Nomination and Remuneration Committee but none of directors received any remuneration and sitting fees from the company. Nomination and Remuneration Committee comprises of : Name of the Director: 1. Mr. Shailendra Agrawal (Chairman & Independent Director) 2. Mr. Gokulsingh Rajput (Independent Director) 3. Mr. S. N. Jhalani (Non-Executive Director) 15. AUDIT COMMITTEE : The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of: 1. Mr. Shailendra Agrawal (Chairman & Independent Director) 2. Mr. Gokulsingh Rajput (Independent Director) 3. Mr. Bhupesh Patel (Managing Director) The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges. 16. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES The Company is not having any operation and reporting as not a going concern. The Company has been not taken any loan from Bank & Financial Institution. There is only one Employee in Company. Hence Company strives to comply with requirements of Law. 17. RISK MANAGEMENT POLICY Though the company is not having any operation and reporting as 'not a going concern', the company strives to comply with the requirements of law. 8

32 ND ANNUAL REPORT 18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2015 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. - the company is not having any operation and reporting as 'not a going concern'. 19. INTERNAL CONTROL SYSTEMS: Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place. 20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: The company is not having any operation and reporting as 'not a going concern'. 21. EXTRACT OF ANNUAL RETURN: Extract of the Annual Return in form MGT-9 for the financial year ended 31st March, 2017 made under the provisions of Section 92(3) of the Act is annexed as {Annexure-C} which forms part of this Report. 22. AUDITORS : (i) STATUTORY AUDITOR The Statutory Auditors of your Company namely, M/s. Sheth Doctor & Associates, Chartered Accountants, have been appointed for period of three years at the Annual General Meeting on 30th September, 2016. The appointment is required to be ratified by the shareholders at this annual general meeting to conduct the audit for Financial Year 2016-17. Auditors have confirmed their eligibility and submitted the certificate in writing that their appointment and they are not disqualified for reappointment. Audit Report : Audit Report does not contain any qualification, reservation and adverse mark. (ii) (iii) SECRETARIAL AUDITOR The Board has appointed Shilpa K. Shah, a Practicing of Company Secretaries in to undertake the Secretarial Audit of the Company for the financial year 2016-2017. The Report of the Secretarial Audit Report in form of "MR-3" is annexed herewith as {Annexure - D}. COST AUDITOR The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report pursuant to the provision of the Companies (Cost Records and Audit) Rules, 2015. 23. CORPORATE SOCIAL RESPONSIBILITY: The company does not fall under the criteria applicable as per Companies Act, 2013. 24. HUMAN RESOURCES As the company is not having any operation there are only one employee at present. 25. ENVIRONMENT AND SAFETY Though the company is not having any operation and reporting as 'not a going concern', the company strives to comply with the requirements of law. 26. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report. 27. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES The Company has not taken any loan guarantees, investments or securities during the year. 9

AUTORIDERS FINANCE LIMITED 28. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES All transactions entered with related parties for the year under review were on armlength basis and in the ordinary course of business. Thus disclosure in form AOC-2 is not required as such related party transaction are not material. However the details of related party transactions are given in the Notes 13 of Financial Statements. 29. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2015: There were no employees and Managing Director of the Company drawing remuneration of 1.02 Crores or more per annum or 8.5 Lacs or more per month during the year under review. The company is not having any operation and reporting as 'not a going concern'. The directors of the company are not drawing any remuneration, Company appointed Company Secretary for comply mandatory provisions under Companies Act, 2013 and SEBI (LODR) regulations but he not receive remuneration under excess limit in said section hence no information is provided under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015). 30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 There are no women employees in the company. 31. GENERAL DISCLOSURES Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2015 is furnished. 2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2015 is furnished. 3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2015 is furnished. 4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2015 is furnished. 5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the Company's operations in future. Name of the Annexure Corporate Governance Management Discussion and Analysis Report Extract of Annual Return Secretarial Audit Report 10 Annexure No. A B C D 32. ACKNOWLEDGEMENT Your Directors with to express their gratitude for co-operation, valuable guidance and support received from Bankers, Government authorities, all stakeholders. Your Directors convey their thanks to shareholders who have repassed the confidence in the management of the Company. For and on behalf of the Board Place : Shirpur, BHUPESH PATEL Date : 29th May 2017. Managing Director

32 ND ANNUAL REPORT ANNEXURE A REPORT ON CORPORATE GOVERNANCE 1. Company Philosophy on Corporate Governance Your Company follows Corporate Governance which is about promoting fairness, transparency, accountability and integrity in conducting the business of the Company. The rights of the shareholders are honoured, their grievances are redressed well in time and important information is shared with them. Advance intimation is sent to them to encash their unpaid dividend. Your Company recognizes the importance of shareholder democracy and constructive role in the governance of the affairs of the Company. Your Company is fully complied with the Regulatory Guidelines relating to the Corporate Governance of Regulation 27 of the Listing Obligation & Disclosure Regulation with BSE Ltd. and the National Stock Exchange of India Ltd. vis-à-vis the Companies Act, 2013. The Company s philosophy on Corporate Governance is to observe high standard of business ethics and corporate conduct to achieve sustained growth and maximum value for all its shareholders. 2. Board of Directors (A) Composition The Board of the Company has an optimum combination of Non Executive and Independent Directors with one woman director and more than fifty percent of the Board of Directors comprises non-executive directors with the strength of more than fifty percent independent directors. (B) Attendance and Other Directorships: The attendance of the Board of Directors and related information as on 31st March, 2017 is as follows: None of the Directors on the Board holds the Office of Director in more than 15 companies or memberships in committee of the Board in more than 10 committees or chairmanship of more than 5 committees. Table set below will explain the details: Director Category of Board Attendance No. of other No. of Board Directorship Meeting At the Directorship Committees Attended Last AGM Held other of which 30th September, Companies/ Member/ 2016 LLP Chairman Bhupesh Patel Managing 4 Present 18 1 Director Bhupendra Patel Executive 4 Present 8 1 Director S. N. Jhalani Non-Executive 4 Present 1 1 Director Shailendra Independent 4 Present 3 2 Agrawal Director Gokulsingh Independent 4 Present 2 2 Rajput Director Deanna Non Executive 4 Present 1 Gowria Director None of the Independent Directors on the Board holds the office of Director in more than 7 (seven) listed Companies. Both the Managing Director and Joint Managing Director are not holding any office as Independent Directors in other listed company. 11

AUTORIDERS FINANCE LIMITED (C) Board Meetings The Agenda along with the background notes and supporting documents are circulated to the Directors well in advance of the Board Meetings. During the Financial year, total 4 (Four) meetings of the Board of Directors were held on 30th May, 2016, 12th August, 2016, 12th November, 2016, 13th February, 2017, respectively and the business as envisaged under Clause 49 and the Companies Act, 2013 was transacted. (D) Disclosure of Inter se relationship between Directors Mr. Bhupesh Patel Managing Director is cousin brother of Mr. Bhupendra Patel, Director. (E) Number of shares held by Non Executive Director as on 31st March, 2017 SR. No. Shareholders Name No. of Shares 1 Mr. Shailendra Agrawal Nil 2 Mr. Gokulsingh Rajput Nil 3 Mr. S. N. Jhalani Nil 4 Mrs. Deanna Gowria Nil (F) Weblink where details of familiarzation program to Independent Director The web link for details of familiarization program to Independent Directors at www.autoriders.finance.co.in COMMITTEES OF THE BOARD 3. Audit Committee (i) Brief description of terms of reference The terms of reference of the Audit Committee were modified in the meeting held on 28th May, 2016 in accordance with Part C Schedule II of SEBI (LODR) 2015 & Section 177 of the Companies Act, 2013. The terms of the reference were revised in tune with the amended provisions of the Companies Act, 2013 and (which was revised effective 1st October, 2014). In addition, the Audit Committee reviews the Accounting Policies, inter-acts with the Statutory Auditor and Internal Auditor and discusses the audit programe with them. The Committee acts as a link between the Management, Auditors and Board of Directors of the Company and has full access to financial information. (ii) Composition, Name of Members and Chairman Audit Committee consists of three Directors Viz: 1. Mr. Bhupesh Patel (Managing Director) 2. Mr. Shailendra Agrawal (Independent Director - Chairman) 3. Mr. Gokulsingh Rajput (Independent Director) (iii) Meetings and Attendance during the year The Audit Committee met 4 (Four) times during the year 28th May, 2016, 11th August, 2016, 11th November, 2016 and 11th February, 2017. The attendance of each member of the committee is given below: Name of the Director No. of Meetings attended 1. Mr. Bhupesh Patel 4 2. Mr. Gokulsingh Rajput 4 3. Mr. Shailendra Agrawal 4 Managing Director is the permanent invitee to the Audit Committee. 4. Nomination and Remuneration Committee i) Pursuant Section 178 of the Companies Act, 2013 and regulation Listing Obligations and Disclosure Requirements) Regulations, 2015 Company constitute Nomination remuneration 12

32 ND ANNUAL REPORT Committee but company not operational and not going concern the company not provide any salary and remuneration to the Director ii) Nomination and Remuneration Committee comprises of : Name of the Director 1. Mr. Shailendra Agrawal (Independent Director - Chairman) 2. Mr. Gokulsingh Rajput (Independent Director) 3. Mr. S. N. Jhalani (Non-Executive Director) As per mandatory compliances under Companies Act, 2013 and SEBI (LODR) regulation Nomination & Remuneration Committee has been constituted But No remuneration or sitting fees are paid to the directors of the company during the year. iii) iii) Meeting and Attendance during the year. The Nomination and Remuneration Committee met once during the year on 11th February, 2017. All the members of the Committee attended the said meeting. Remuneration Policy: The Company is not pursuing any business activity for number of years and accordingly accounts have been prepared on basis of assumption that the Company is "not a going concern'' Therefore None of Directors are drawing any salary or remuneration from the Company. 5. Stakeholders Relationship Committee (i) Composition, Name of Members, Chairperson & Attendance during the year: Stakeholders Relationship Committee comprises of: Name of the Director 1. Mrs. Deanna Gowria (Non-Executive Director) 2. Mr. S. Agrawal (Independent Director) 3. Mr. Bhupendra Patel (Executive Director) 4. Mr. Gokulsingh Rajput (Independent Director) The Stakeholders Relationship Committee met once during the year on 11th February, 2017. All the members of the Committee attended the said meeting. (ii) Name & Designation of Compliance Officer: Mr. Rakesh Todkari, Company Secretary is Compliance Officer of the Company. (iii) to (v) A statement of various complaints received, cleared and pending by the company during the year ended on 31st March, 2017 is given below: Nature of Compliant Received Cleared Pending Non receipt of Annual Report Non receipt of Dividend Warrants Request for Duplicate Share Certificates Non Receipt of Share Transferred Non Receipt of Securities Others There are no pending complaints registered with SCORES for the financial year ended on 31st March, 2017. As per regulation 46 of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 the exclusive E-Mail id of the Investor grievance Department of the Company is complianceafl@autoriders.in 13

AUTORIDERS FINANCE LIMITED 7. Corporate Social Responsibility: The company does not fall under the criteria applicable as per Companies Act, 2013. 8. General Body Meetings : (i) and (ii) The date, time and venue of the last 3 General Body Meetings of the Company is given below: Financial Date of Time Venue Details of Special Business Year ended AGM Resolutions 31.03.2016 30.09.2016 10.00 a.m. Registered Regularization Mrs. Deanna Gowria as Office Non Executive Director. 31.03.2015 30.09.2015 10.00 a.m. Registered Appointment of Mr. Gokulsingh Rajput and Office Mr. Shailendra Agrawal as Independent Directors for a period of 5 Years. Appointment of Mrs. Maneka Mulchandani as Additional Director 31.03.2014 30.09.2014 10.00 a.m. Registered Appointment of Mr. Gokulsingh Rajput and Office Mr. Shailendra Agrawal as Independent Directors. (iii) to (vi) None of the items transacted at the said meetings were required to be passed by postal ballot. At the forthcoming Annual General Meeting there is no item on the agenda requiring to be passed by postal ballot. Hence, no need to specify the procedure for postal ballot. 9. Means of Communication : (i) Quarterly/Half-yearly and Yearly Financial Results The quarterly/half-yearly and annual results of the Company are published in the newspapers The quarterly and annual results are published in The Free Press Journal and Navshakti. The Company's financial results are sent in time to Stock Exchanges so that they may be posted on the Stock Exchanges' website. (ii) Newspaper where results are published The Company usually publishes its financial results in following newspaper 1. Free Press Journal 2. Navshakti (iii) Company s Corporate Website For the information of investors the company has setup a website www.autoriders.finance.co.in and filed with both Stock Exchanges. (iv) & (v) Presentation to Institutional Investors or to analysts The Company has not made any presentation to institutional investors or equity analyst. (vi) Annual Reports The Company also provides copies of its financial results to investors if so requisitioned for without any charge. (vii) Management Discussion & Analysis Report (MD&A Report) The MD&A Report forms a part of the Directors' Report. All matters pertaining to industry structure and developments, opportunities and threats, segment/product wise performance, outlook, risks and concerns, internal control and systems, etc. are discussed in the said report. 10. General Shareholders Information : (i) Annual General Meeting The 32nd Annual General Meeting of the shareholders will be held on Thursday the 28th September, 2017 at 11.00 a.m. Venue: 125/126, Maharaja Complex, Nehru Road, Shirpur 425 405, Dhule Dist, Maharashtra. 14

32 ND ANNUAL REPORT (ii) Financial Calendar For the year ending 31st March, 2017 the Financial Results will be announced in the: First Quarter : By 12th of August, 2016 Half year : By 12th of November, 2016 Third Quarter : By 13th of February, 2017 Yearly : By 29th of May, 2017 (iii) Date of Book Closure: 20.9.2017 to 28.9.2017 (both days inclusive) (iv) Dividend Payment Date: Company has not declare divident during current financial year. (v) Listed on Stock Exchanges: The Equity Shares of Company are listed on BSE Ltd. and NSE Ltd. (vi) ISIN NO.: INE450A01019 (vii) SCRIP CODE: BSE - 500030, NSE - AUTORIDFIN (viii) Market Price Data: Monthly high and Low Prices of the Company's Share (of the face value of 10/- each) on BSE (trading suspended in NSE) at the beginning of every month from April, 2016 to March, 2017 are as follows: All Prices in Share Price No. of Month High ( ) Low ( ) Close ( ) Shares April 2016 1.08 0.87 0.87 1,471 May 2016 0.83 0.59 0.59 35,801 June 2016 0.61 0.57 0.58 24,992 July 2016 0.60 0.55 0.57 15,898 August 2016 0.55 0.50 0.54 24,877 September 2016 0.66 0.50 0.66 15,283 October 2016 1.44 0.69 1.44 179,669 November 2016 1.65 1.05 1.10 176,085 December 2016 1.48 1.05 1.41 48,851 January 2017 1.43 0.91 1.08 41,412 February 2017 1.23 0.96 1.04 50,505 March 2017 1.08 0.90 0.98 45,215 In case the securities are suspended from trading, Board s report shall explain reason. Company is in process revocation of suspension of trading on NSE. (ix) (x) Registrar and Transfer Agents: Sharex Dynamic (India) Pvt. Ltd. Unit-1, Luthra Ind Premises,1st Floor, 44E, M. Vasanti Marg, Andheri Kurla Road, Safeed Pool, Andheri East, Mumbai, Maharashtra - 400 072. Share Transfer System: As per regulation 40 of SEBI (Lisiting Obligations and Disclosure Requirements) Regulations,2015 if the relevant documents are complete and in order ina all respects, the transfer of shares is effected within 12 days and certificates are dispatched to the transferees within 15 days from the date of receipt. The Company's Registrar, Sharex Dynamic have adequate infrastructure to process the share transfers. In compliance with the Listing 15

AUTORIDERS FINANCE LIMITED Guidelines, every six months, a practicing Company Secretary audits the System of Transfer and a Certificate to that effect is issued. The Company's script is part of the SEBI's Compulsory demat segment. (xi) Dematerialisation of Shareholding: The Company's script is part of the Compulsory demat segment for all investors effective 28th August, 2000. The Company has established connectivity with both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through the Registrars, Sharepro Services. As on 31st March, 2017 87.23% total paid-up share capital has been dematerialised (xii) (1) Distribution of Shareholding as on 31st March, 2017 Sr. Category No. of % of Cases Amount % Amount No. Shareholder 1 Upto 5000 8800 78.90 16573380 12.64 2 5001-10000 1165 10.45 9714700 7.41 3 10001-20000 567 5.08 9097410 6.94 4 20001-30000 199 1.78 5285890 4.03 5 30001-40000 80 0.72 2851590 2.18 6 40001-50000 115 1.03 5489440 4.19 7 50001-100000 120 1.08 8950940 6.83 8 100001 & Above 107 0.96 73106650 55.78 Total : 11153 100.000 13107000 100.000 (2) Distribution of Shareholding according to categories of Shareholders as on 31st March, 2017 Sr. Description Cases Shares % Equity No. 1 Banks 1 150 0.01 2 Directors and their Relatives 13 4237000 32.31 3 Indian Promoter Companies 2 813400 6.21 4 Foreign Institutional Investor 15 22800 0.17 5 Bodies Corporates 124 554962 4.27 6 Non Resident Indians 17 15303 0.11 7 Insurance Companies 3 15200 0.11 8 Clearing Member 5 38362 0.29 9. Resident Individuals 10973 7409823 55.21 Total : 11153 13107000 100.00 For the purpose of SEBI (Substantial Acquisition of Shares & Takeover) Regulation 2011, the following Companies are to be considered as Group Companies belonging to Promoters Group. Sr. Name Shareholding as on 31.03.2017 No. 1. Autoriders India Pvt. Ltd. 532550 4.06% 2. Meha Financces Pvt. Ltd. 280850 2.14% Information pursuant to Clause 32 of the Listing Agreement. The Company has no subsidiary and hence provisions for furnishing specific information are not applicable. 16

32 ND ANNUAL REPORT (xiii) Details of Demat/Physical Shares as on 31st March, 2017 Sr. Name of Depository No. of Holders Shares % To Equity No. 1 NSDL 3441 8773683 66.25 2 CDSL 1754 2662692 20.98 3 In Transfer Sub Total 5195 11436375 87.23 3 Physical 6065 1670625 12.77 Total: 11260 13107000 100.00 (xiv) The Company has not issued any GDR s/ ADR s, Warrants or any other convertible instruments. (xv) Address For Correspondence: Mr. Arvind Mr. Rakesh Todkari, Sharex Dynamic(I) Pvt. Ltd. Company Secretary Unit 1, Luthra Ind Premises, 125/126, Maharaja Complex, 1st Floor, Safed Pool, Andheri-Kurla Rd Nehru Road, Shirpur 425 405. Andheri E, Mumbai 400 072. Dhule Dist, Maharashtra. Tel:- 022-2851606 Tel:- 02563-256173 Fax:- 022-28512885 Email:- sharexindia@vsnl.com Email:- investors@autoriders.in URL:- www.sharexindia.com URL:- www.autoridersfinance.co.in SEBI toll-free helpline service for investors: 1800227575/18002667575 (available on all days from 9.30 a.m. to 5.30.p.m.) 11. Disclosures : a) Related Party Transactions During the year under review, besides the transactions reported elsewhere in the Annual Report, there were no other related party transactions with the promoters, directors and management that had a potential conflict with the interest of the Company at large. b) Compliances by the Company There have been no instances of non-compliance on any matter with the rules and regulations prescribed by the Stock Exchanges, Securities and Exchange Board of India or any other statutory authority relating to the capital market during the last three years. c) Whistle Blower Policy: As stated above the company is reporting as 'not a going concern' Company is not having any operation. Company not taken any loan from Bank & Financial Institutions. As per mandatory Compliance under Companies Act, 2013 and SEBI regulations - purpose we to comply all compliances hence only one employee in our Company. d) Compliance with Mandatory and Non-Mandatory Items The Company has complied with the mandatory requirements regarding the Board of Directors, Audit Committees and other Board committees and other disclosures as required under the provisions of the Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The status of compliance in respect of non-mandatory requirements of Part E of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as follows: a) The Board Maintenance of the Non-Executive Chairman s Office: Presently not applicable as the Chairman of the Company is a Executive Director. 17

AUTORIDERS FINANCE LIMITED b) Shareholder Right: As the quarterly and half yearly financial results along with significant events are published in the newspapers and are also posted on the Company's website. c) Audit Qualification There have been no qualifications by the Auditors in their report on the Accounts of the Company. The Company shall endeavor to continue to have unqualified financial statements. d) Weblink where policy for determining material subsidiaries is disclosed Not Applicable e) Disclosure of commodity price risks and commodity hedging activities: Not Applicable 12. Non Compliance of any requirement of corporate governance report of sub-paras (2) to (10) above The Company has complied with all mandatory items of clause 49 of the Listing agreement as applicable till 30th November 2015 and Listing Regulations from 1st December 2015 onwards. The company has executed a new Listing Agreement with BSE Ltd. thus complying with Regulation 109 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 13. Adoption of Discretionary requirements as specified in part E of schedule II of SEBI(Listing Obligation and Disclosure Requirements) Regulations, 2015. The Company complied with all the discretionary requirements as specifies in part E of schedule II Of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 14. As per point 13 of Part C of Schedule V to the Listing Regulations, the Company has made disclosures of the compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 on the website of the Company www.autoridersfinance.co.in. 15. CEO/CFO Certification As stated above the company is reporting as 'not a going concern' hence Managing Director's certificate has provided. 16. Declaration by the Managing Director to the Compliance of Code of Conduct in pursuance of Clause 49 (II) (E) of the Listing Agreement It is hereby declared that all the Board Members of the Company have affirmed to the Board of Directors, their compliance with the Code of Conduct of the Company pursuant to Clause 49 (II) (E) of the Listing Agreement. 17. Auditors Certificate on Corporate Governance Certificate regarding compliance of conditions of Corporate Governance, as stipulated in the listing agreement with the stock exchange, received from M/s. Sheth Doctor & Associates, Statutory Auditors of the Company, is annexed to this report. The said certificate will also be sent to the stock exchange along with the Annual Report to be filed by the Company. For and on behalf of the Board Place : Shirpur, BHUPESH PATEL Date : 29th May, 2017. Managing Director 18