ALPS MOTOR FINANCE LIMITED
Your Directors have pleasure in presenting before you the 29th Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2016.
The summarized performance of the Company for the years 2015-16 and 2014-15 is givenbelow:
|Particulars ||For the Financial Year ended as on 31st March 2016 ||For the Financial Year ended as on 31st March 2015 |
|1. Total Income/Loss ||10003571 ||14523009 |
|2. Less: Total Expenses ||9503095 ||13544174 |
|3. Profit Before Tax ||500476 ||978835 |
|4. Profit/Loss after Tax ||345749 ||679242 |
During the year under review the Company's income is Rs. 100.03 lacs as against incomeof Rs. 145.23 lacs in 2014- 15. The net profit after tax during the year has been Rs.3.45lacs as against the net profit of Rs. 6.79 lacs in the previous year.
RESERVES & SURPLUS
The amount of Rs. 345749/- 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 2015- 16.
During the year under review there is no change in the capital structure of thecompany.
However the Board of Directors in its meeting held on 02.09.2016 approved a proposalof Preferential Issue upto 2500000 equity shares and the same has been submitted for theapproval of Shareholders in the 29th Annual General Meeting of the company.Keeping this in view as well as to meet the future need for expansion of capital base ofthe Company it has been decided to increase the same.
Further another proposal to increase the Authorized Share Capital by Rs. 2500000(Rupees twenty five lakh only) divided into 2500000 (twenty five Lacs) Equity shares ofRs.1/- (Ten) each ranking pari-passu in all respect with the existing Equity Shares of theCompany has been submitted for the approval of Shareholders.
CHANGE IN THE NATURE OF BUSINESS
During the year the Company has not changed its nature of business.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report regarding the compliances with conditions ofCorporate Governance as per Chapter IV of SECURITIES AND EXCHANGE BOARD OF INDIA (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 is annexed to this 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 astrong monitoring and reporting process resulting in financial discipline andaccountability.
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.
The details of the Composition of the Nomination and Remuneration Committee are givenin the Corporate 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
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 2015 -16 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 RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) KUTES 2014
|Name of Director/KMP and Designation || |
Remuneration of Director/ KMP for FY 2015-16 (Rs. In Lakhs)
% increase in Remuneration in FY2015-16**
Ratio of Remuneration of Director to Median Remuneration of employees
Ratio of Remuneration of Director to Median Remuneration of Employees
|2. Ms. Sunila Sabharwal Whole Time Director || |
The number of permanent employees as on 31st March 2016 was 3. Average ofremuneration of employees excluding KMPs - Nil
No employee's remuneration for the year 2015-16 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 312016 -NOT APPLICABLE
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.
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.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at workplace; the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 areeffective in the Company. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. The Company has in place an Anti Sexual Harassment Policyin line with the requirements of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013. All women employees (permanent contractualtemporary and trainee) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and disposed offduring the year:
a. No. of Complaints received: 0
b. No. of Complaints disposed off : 0
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 Boardhave on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration.
AUDITORS OBSERVATIONS / QUALIFICATIONS
The Auditors observations / qualifications are detailed in the Auditor's Report annexedhereto are self explanatory and be read together with the notes to the accounts in theSchedule annexed to the Account.
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.
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 2016 provision of section 129of the Companies Act 2013 is not applicable.
In terms of the first proviso to section 139 of the Companies Act 2013 theappointment of the Auditors is to be placed for ratification at the Annual GeneralMeeting. Accordingly the appointment of M/s. Manoj Raj and Associates CharteredAccountants (Firm Registration number 017373N) as Statutory Auditors of the Companyis placed for ratification by the Shareholders. In this regard the Company has received aCertificate from the Auditors to the effect that if they are appointed it would be inaccordance with the provision of section 141 of the Companies Act 2013. The Report givenby the Statutory Auditors for the Financial Statements for the year ended March 31 2016read with explanatory notes thereon do not call for any explanation or comments from theBoard under Section 134(3) 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.
DIRECTORS & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
During the year under review 2015-16 Mr. Ashok Kumar Jha has resigned from theDirectorship of the company w.e.f 16th May 2015.
Further Mr. Akash has been regularized as the directors of the company in the 28thAnnual General Meeting of the company held on 29th September 2015.
Further Mr. Sushil Kumar and Mr. Suneel Kumar has been appointed as the IndependentDirector of the Company to hold office for a term of five consecutive years in the 28thAnnual General Meeting of the company held on 29th September 2015.
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 Eight Board Meetings were convened and held. The details of which aregiven 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 Eight (8) times on 16.05.201528.05.2015 13.08.2015 01.09.2015 10.11.2015 23.12.2015 13.02.2016 23.03.2016. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013. Details of attendance in the Meeting and other directorship etc have been givenin the Corporate Governance Report.
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
BSE Limited vide its letter dated 21st August 2015 suspend the trading ofsecurities of the company due to some surveillance measures w.e.f 26th August2015. Further BSE Limited pursuant to notice no. 20151218-28 dated December 18 2015 andnotice no. 20151221-2 dated December 21 2015 suspends the trading in the securities ofthe company with effect from December 24 2015 due to some surveillance measures.
However the company had submitted the documents as asked by the BSE Limited in thenotice no. 2015121828 dated December 18 2015 and pursuant to the order of HIGH COURT OFDELHI W.P.(C) No.869/2016 & CM No.3830/2016 BSE Limited revoke the suspension of thetrading in the security of the company w.e.f March 01 2016 via Exchange notice no.20160229-13 dated February 29 2016.
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 of the Company with the Stock Exchanges for the periodApril 2015 to 30 November 2015 and as per the Regulation 4(2) read with Chapter IV andSchedule V of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 for the period December 1 2015 to March 31 2016. Areport on Corporate Governance is included as a part of this Annual Report.
Certificate from the Statutory Auditors of the company M/s Manoj Raj &Associates Chartered Accountants confirming the compliance with the conditions ofCorporate Governance is attached to this report.
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.
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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
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: 02/09/2016 ||Director ||Director |
| ||DIN: 02340208 ||DIN: 06973609 |