ALPS MOTOR FINANCE LIMITED
Your Directors have pleasure in presenting before you the 28th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2015.
The summarized performance of the Company for the years 2014-15 and 2013-14 is givenbelow:
(Amt in Rs.)
|Particulars ||For the Financial Year ended as on 31st March 2015 ||For the Financial Year ended as on 31st March 2014 |
|1. Total Income/Loss ||14523009 ||22419887 |
|2. Less: Total Expenses ||13544174 ||22168454 |
|3. Profit Before Tax ||978835 ||251433 |
|4. Profit/Loss after Tax ||679242 ||173740 |
During the year under review the Company's income is Rs. 145.23 lacs as against incomeof Rs. 224.19 lacs in 2013- 14. The net profit after tax during the year has been Rs.6.79lacs as against the net profit of Rs.1.74 lacs in the previous year. The raise inincome/profits was due to the increase in interest income.
RESERVES & SURPLUS
The amount of Rs. 679242 is being transferred in the reserve and Surplus as theCurrent year profit.
To plough back the profits in to the business activities no dividend is recommendedfor the financial year 2014- 15.
SHARE CAPITAL Sub-Division
The Authorized Share Capital as on March 31 2015 is Rs.100500000(Rupees Ten croresand Five lacs only) (10050000 shares of Rs.10/each). The Company has also split up itsshare capital from Rs.10 per share into the shares of Rs. 1/- each w.e.f. 05.08.2014divided into 100500000(Rupees Ten crores and Five lacs only)Equity Shares ofRs.1/-(Rupess One Only)each.
CHANGE IN THE NATURE OF BUSINESS
During the year the Company has not changed its nature of business.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 49 of the Listing Agreements with Stock Exchanges theManagement Discussion and Analysis Report is presented in the separate section and formsan integral part of the Directors Report.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory/regulatory compliances. The Company has a strongmonitoring and reporting process resulting in financial discipline and accountability.
The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc. The details of the Composition of the Audit Committee are given inthe Corporate Governance Report.
During the year there are no instances where the Board had not accepted therecommendations of the Audit Committee.
NOMINATION & REMUNERATION COMMITTEE & ITS POLICY
The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013 and Clause 49of the Listing Agreement.
The details of the Composition of the Nomination and Remuneration Committee are givenin the Corporate Governance Report.
SHIFTING OF REGISTERED OFFICE
During the year 2014-15 Company has shifted his registered office from D-5 Arya NagarSociety 91 Patparganj Delhi - 110092 to 49 Gujrawala Town Part II New Delhi -110009w.e.f. June 24 2014.
RISK MANAGEMENT POLICY
The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides for constitution of a RiskCommittee which will work towards creating a Risk Register identifying internal andexternal risks and implementing risk mitigation steps. The Committee will on a quarterlybasis provide status updates to the Board of Directors of the Company.
The Company at its various meetings held during the Financial year 2014 -15 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company's policies proceduresand practices.
Periodic presentations are made to the Board and Board Committee meeting on Businessand performance updates of the Company Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given annexed:
The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULES) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014
|Sr. No. ||Name of Director/KMP and Designation ||Remuneration of Director/ KMP for FY 2014-15 (In Rs.) ||% increase in Remuneration in FY2014-15** ||Ratio of Remuneration of Director to Median Remuneration of employees ||Ratio of Remuneration of Director to Median Remuneration of Employees |
|1. ||Sunila Sabharwal Whole Time Director ||Nil ||N.A. ||N.A. ||N.A. |
|2. ||CS Shiwati Gandhi ||Nil ||N.A. ||N.A. ||N.A. |
CS Shiwati Gandhi has been resigned from the post of Company secretary w.e.f.05.07.2014.
The number of permanent employees as on 31st March 2015 was 3.
Average of remuneration of employees excluding KMPs - Nil
No employee's remuneration for the year 2014-15 exceeded the remuneration of any of theDirectors.
Company's performance has been provided in the Directors' Report which forms part ofthe Board Report.
The key parameter for the variable component of key managerial personnel(s) is linkedwith Company performance and Individual performance.
The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIALYEAR ENDED MARCH 31 2015 -NOT APPLICABLE
The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March 2015 provision of section 129of the Companies Act 2013 is not applicable.
M/s. Manoj Raj and Associates Chartered Accountants (Firm Registration number 017373N)has been appointed as Statutory Auditors in place of M/s PMS & Co. CharteredAccountants (who have expressed their unwillingness to continue) for a term of 5consecutive years from the conclusion of the ensuing 28th Annual General Meeting tillconclusion of 33rd AGM subject to ratification by shareholders at every Annual GeneralMeeting.
The Company has received a letter from M/s- Manoj Raj and Associates CharteredAccountants (Firm Registration number 017373N) to the effect that their appointment ifmade would be within the limits as prescribed under Sec 141 of the Companies Act 2013.
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form no. MGT - 9 has been annexed to the Report asAnnexure-1.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.
There was no foreign exchange earning & outgo during the financial year underreview.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.
DIRECTORS & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
During the year under review 2014-15 Details of Appointment & Resignation ofDirectors are as mentioned below:-
|Name of Director/KMP ||Date of Appointment ||Date of Resignation |
|1. Sugandh Agarwal ||05.07.2014 ||15.09.2014 |
|2. Himanshu Agarwal ||N.A. ||05.07.2014 |
|3. CS Shiwati Gandhi ||N.A. ||05.07.2014 |
|4. Akash ||15.09.2014 ||20.03.2015 |
|5. Ashok Kumar Jha ||31.12.2014 ||N.A. |
|6. Brij Kishore Sabharwal ||N.A. ||31.12.2014 |
|7. Braj Mohan Singh ||N.A. ||13.02.2015 |
|8. Sushil Kumar ||17.02.2015 ||N.A. |
|9. Harshwardhan Koshal ||N.A. ||17.02.2015 |
|10. Sunila Sabharwal ||20.03.2015 ||N.A. |
|11. Suneel Kumar ||30.03.2015 ||N.A. |
b) Declaration by an Independent Director(s) and re- appointment if any
All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.
c) Formal Annual Evaluation of Board
Pursuant to the provisions of companies Act 2013 and clause 49 of the ListingAgreement the Board has carried out annual performance evaluation of its own performancethe directors individually as well the evaluation of the working of its Audit Nomination& Remuneration and Stakeholder committee. The manner in which the evaluation has beencarried out has been explained in Corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
a. BOARD MEETINGS
During the year Thirteen Board Meetings were convened and held. The details of whichare given below. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.
During the year the Board of your company met Fourteen (14) times on 17.05.201424.06.2014 05.07.2014 23.07.2014 13.08.2014 15.09.2014 12.11.2014 13.11.201431.12.2014 02.02.2015 13.02.2015 17.02.2015 20.03.2015 and 30.03.2015. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.Details of attendance in the Meeting and other directorship etc have been given in theCorporate Governance Report.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013 are as follows:
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.
The Company has zero tolerance for Sexual Harassment at workplace and has adopted aPolicy on prevention of Sexual Harassment in line with the provisions of Sexual Harassmentof Woman at Workplace (Prevention Prohibition and Redresssal) Act 2013 and the Rulesmade thereunder. There was no complaint on sexual harassment during the year under review.
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhas on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company maintains appropriate systems of internal control including monitoringprocedures to ensure that all assets are safeguarded against loss from unauthorized useor disposition. Company policies guidelines and procedures provide for adequate checksand balances and are meant to ensure that all transactions are authorized recorded andreported correctly.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. Sanjay Kumar Jha Proprietor of S.K. Jha & Associates CompanySecretaries to undertake the Secretarial audit of the Company. The Secretarial AuditorReport provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure-II.
With reference to the qualifications we wish to explain that the Company is searchingthe best person for the post of Company Secretary and Chief Financial Officer and thecompany has initiated to comply the same.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
Auditors' observations are suitably explained in notes to the Accounts and areself-explanatory.
CORPORATE GOVERNANCE AND SHAREHOLDERS' INFORMATION
Your Company has taken adequate steps to adhere to all the stipulations laid down inClause 49 of the Listing Agreement. A report on Corporate Governance is included as a partof this Annual Report .
Certificate from the Statutory Auditors of the company M/s PMS & Co.Chartered Accountants confirming the compliance with the conditions of CorporateGovernance as stipulated under Clause 49 of the Listing Agreement is attached to thisreport.
There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under Section 134 of the Companies Act 2013 andCompanies (Particulars of Employees) Rules 1975.
During the year under review relationship with the employees is cordial.
INDEPENDENT DIRECTORS' MEETING
During the year under review the Independent Directors met on 13th November 2014inter alia discussed:
Evaluation of the performance of Non-independent Directors and the Board ofDirectors as a whole.
Evaluation of the performance of the chairman of the Company taking into accountthe views of the Executive and Non-executive directors.
Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
All the Independent Directors were present at the Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that -
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had 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 other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Directors take this opportunity to express their thanks to various departments of theCentral and State Government Bankers Material Suppliers Customers and Shareholders fortheir continued support and guidance.
The Directors wish to place on record their appreciation for the dedicated efforts putin by the employees of the Company at all levels.
| ||By Order of the Board of Directors || |
| ||ALPS MOTOR FINANCE LIMITED || |
| ||Sd/- ||Sd/- |
|Place: New Delhi ||Sunila Sabharwal ||AKASH |
|Date: 01/09/2015 ||Director ||Director |
| ||DIN: 02340208 ||DIN: 06973609 |
| ||49Gujrawala Town ||Sankhani-2 Teh-Anupshahar |
| ||Part-II Delhi-110009. ||Bulandsahar U.P.- 201009 |