Your Directors are pleased to present their 31st Boards Report on the businessand operations of the Company and the audited financial statement for the financial yearended March 31 2017.
The Financial Results of the Company for the financial year under report are as under:
(Amount in Rs.)
|Particulars ||Standalone ||Consolidated |
| ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Profit before Depreciation & ||(1322416) ||(943971) ||286920465 ||194860771 |
|Income Tax || || || || |
|Less: Depreciation ||- ||- ||46782026 ||40931168 |
|Profit after depreciation ||(1322416) ||(943971) ||240138439 ||153929603 |
|Less/Add: Provision for: || || || || |
|Income Tax ||- ||- ||79035210 ||47940355 |
|Deferred tax Saving/Liability ||- ||- ||4676652 ||6400797 |
|Earlier years tax adjustment ||- ||201164 ||- ||201164 |
|Profit After Taxation ||(1322416) ||(1145135) ||156426578 ||99387287 |
|Add: Profit brought Forward ||42959610 ||44104745 ||150046487 ||99960300 |
|Balance Carried over to ||42791183 ||44113600 ||318896403 ||239829932 |
|Balance Sheet || || || || |
The Company has inadequate profits during the year under review and as such yourDirectors do not recommend any dividend considering the need to augment the resources foroperational purposes.
The paid up equity share capital of the Company as on March 31 2016 was Rs.49973500/- (Rupees Four Crores Ninety Nine Lacs Seventy Three Thousand Five Hundredonly). During the year reminder-cum-forfeiture notices were issued to those shareholderswho are holding partly paid-up shares of the Company and have not paid their outstandingallotment amount till date. In response to such notices the Company received theoutstanding allotment amount aggregating to Rs. 2500/- and consequently the paid-upequity share capital as on March 31 2017 increased to Rs. 49976000/- (Rupees FourCrores Ninety Nine Lacs Seventy Six Thousand only).
Further there was no public issue rights issue bonus issue or preferential issueetc. during the year under review. The Company has not issued shares with differentialvoting rights sweat equity shares nor has it granted any stock options.
Detailed information on the operations and state of the affairs of the Company arecovered in the Management Discussion and Analysis Report forming part of this AnnualReport.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section forming part of thisAnnual Report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES
The Company has only one subsidiary Company namely Apollo Pipes Limited. A report onthe performance and financial position of its subsidiary pursuant to Section 129 of theCompanies Act 2013 in prescribed Form AOC-1 is annexed herewith as "Annexure-1"and hence not repeated for the sake of brevity.
The audited financial statement and related information of the subsidiary company willbe available for inspection during regular business hours at the Companys registeredoffice at 37 Hargobind Enclave Vikas Marg New Delhi-110092 and the same are alsoavailable at the Companys website i.e. www.amulyaleasing.in as prescribed in Section136 of the Companies Act 2013.
During the year under review no company(ies) have become or ceased to be thecompanys subsidiary joint venture or associate.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013your Directors hereby confirm that -
i. In the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanations relating to material departures; ii. TheDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand Loss of the Company for the that period; iii. The Directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; iv. The Directors have preparedthe annual accounts on a going concern basis. v. The Directors have laid down internalfinancial controls to be followed by the company and such controls are adequate and areoperating effectively. vi. The Directors have devised proper system to ensure compliancewith the provisions of all applicable laws and such systems are adequate and are operatingeffectively.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the corporate governance requirements set out by SEBI.
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the compliance with the Corporate Governance provisions as stipulatedunder Regulations 17 18 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) ofsub-regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicableon the Company since its paid up equity share capital and net worth as on the last day ofthe previous financial year does not exceed rupees ten crore and rupees twenty five crorerespectively.
In light of the above there is no requirement for annexing Corporate GovernanceReport Declaration from Chief Executive Officer affirming compliance of Code of Conductof Board of Directors and Senior Management; and compliance certificate from auditors orpracticing company secretary regarding compliance of conditions of corporate governancewith this Annual Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the provisions of Section 134 of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 the particulars of all contracts/arrangements/ transactions entered by the Company during the Financial Year 2016-17 withrelated parties were in the ordinary course of business and on an arms length basis.During the year the Company had not entered into any contract/ arrangement/ transactionwith related parties which could be considered material in accordance with the policy ofthe Company on related party transactions and materiality of related party transactions.
Your Directors draw attention of the members to Note 15 to the financial statementwhich sets out related party disclosures. The particulars of contracts and arrangementsentered into by the Company with related parties are given in "Annexure - 2" inForm AOC-2 and the same forms part of this report.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Companys website at thelink: http://www.amulyaleasing.in/Company%27s_Policy/Related%20Party%20Policy.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since your Company does not fall under the criteria laid down under Section 135 of theCompanies Act 2013 read with the rules made there under provisions related toconstitution of CSR Committee amount to be spent on CSR activities etc. are notapplicable on the Company.
RISK MANAGEMENT POLICY
Your Company has already adopted a formal Risk Management Policy whereby risks arebroadly categorized into Strategic Operational Compliance and Financial & ReportingRisks. The Policy outlines the parameters of identification assessment monitoring andmitigation of various risks which are key to the business objectives.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has documented its internal financial controls considering the essentialcomponents of various critical processes physical and operational which includes itsdesign implementation and maintenance alongwith periodical internal review of operationaleffectiveness and sustenance.
This ensures orderly and efficient conduct of its business including adherence to theCompanys policies safeguarding of its assets prevention of errors accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation.
The Internal financial controls with reference to the financial statements wereadequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In light of the provisions of Section 152 of the Companies Act 2013 and the Articlesof Association of the Company Mrs. Meenakshi Gupta retires by rotation at the ensuingAnnual General Meeting and being eligible offers herself for re-appointment.
The information as required to be disclosed under Regulation 36(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 in case of reappointment of thedirector is provided in the Notice convening the ensuing Annual General Meeting of theCompany.
Appropriate resolution(s) seeking your approval to the appointment / re-appointment ofDirectors are also included in the Notice.
There was no other change in the Directors and Key Managerial Personnel during the yearunder review.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
The details of familiarization programmes for Independent Directors of the Company isplaced on the website of the Company at:http://www.amulyaleasing.in/Company%27s_Policy/Familiarization_Programme_for_IDs.pdf
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 the Board has carriedout an annual evaluation of its own performance the Directors individually as well as theevaluation of the working of various Committees.
For the purpose of proper evaluation the Directors of the Company have been divided in3 (three) categories i.e. Independent Non-Independent & Non-Executive and Executive.
The criteria for evaluation includes factors such as engagement strategic planning andvision team spirit and consensus building effective leadership domain knowledgemanagement qualities team work abilities result/achievements understanding andawareness motivation/ commitment/ diligence integrity/ ethics/ value and openness/receptivity.
MEETINGS OF THE BOARD OF DIRECTORS
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 7 (seven) Board Meetings were held on 05.05.2016 30.05.2016 10.08.201628.10.2016 23.12.2016 10.02.2017 and 09.03.2017. The intervening gap between the twomeetings did not exceed one hundred and twenty days. The necessary quorum was present forall the meetings.
The Audit Committee of the Company comprises of three directors viz Mr. Rahul JainNon-Executive Independent Director Mr. Rajeev Kohli Non-Executive Independent Directorand Mr. Sameer Gupta Executive Director. Mr. Rahul Jain is the Chairman of the committee.
During the year 4 (four) meetings of the Audit Committee were held on 30.05.201610.08.2016 28.10.2016 and 10.02.2017. The intervening gap between two meetings did notexceed one hundred and twenty days. The necessary quorum was present for all the meetings.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees Board and other individual Directors which include criteria forperformance evaluation of the Non-executive Directors and Executive Directors.
The policies relating to selection of Directors determining their independence and theremuneration policy for Directors and key managerial personnel is attached as "Annexure-3".
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
In compliance with the provisions of Section 177 (9) of the Companies Act 2013 andRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal withunethical behavior actual or suspected fraud or violation of the Companys code ofconduct or ethics policy if any.
In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.
The Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern. The Vigil Mechanism / Whistle Blower Policy have also been uploaded on thewebsite of the Company and may be accessed at the link:http://www.amulyaleasing.in/Company%27s_Policy/Whistle%20Blower%20Policy.pdf
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans guarantees or investments as covered under the provisions ofSection 186 of the Companies Act 2013 made by the Company during the Financial Year2016-17 are given under the respective head and the same is furnished in the notes to thefinancial statements.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules madethereunder the existing auditors M/s. VAPS & Co. Chartered Accountants New Delhiwere appointed as the statutory auditors of the Company at the 29th Annual General Meeting(AGM) to hold the office until the conclusion of the 34th AGM subject to ratification ofthe appointment by the members at every AGM held after 31st AGM.
The Members are requested to ratify the appointment of M/s. VAPS & Co. CharteredAccountants as statutory auditors of the Company and to fix their remuneration for theFinancial Year 2017-18.
The Statutory Audit Report does not contain any qualification reservation or adverseremark or disclaimer made by the Statutory Auditors.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Board has appointed Ms. Deepti Chawla Practicing Company Secretary (C.P.No. 8759; Membership No. A15008) to conduct the Secretarial Audit of the Company for thefinancial year 2016-17. The Secretarial Audit Report for the year 2016-17 as submitted byher in the prescribed form MR-3 is annexed herewith as "Annexure-4".
The said Secretarial Audit Report does not contain any qualification reservation oradverse remark or disclaimer made by the Secretarial Auditor.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed hereto as "Annexure-5"and forms part of the Boards Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Details pursuant to the provisions of Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 form part of this Annual Report and annexed herewith as "Annexure-6".
Further during the year under review there was no employee covered under theprovisions of Section 197(12) of the Companies Act 2013 read with rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements presented by the Company include financialinformation of its subsidiary Company prepared in compliance with applicable AccountingStandards and the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The audited consolidated financial statements and the AuditorsReport thereon form part of this annual report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company has no activity relating to conservation of energy and technologyabsorption. The Company did not have any foreign exchange income or outgo.
CLASSIFICATION OF COMPANY AS A CORE INVESTMENT COMPANY (CIC)
The Company having satisfied the criteria specified for being a CIC not requiringregistration with RBI pursuant to the provisions of Section 45-IA of RBI Act 1934 hadapplied to RBI in this regard on September 4 2015.
In response to the above RBI vide its order dated March 01 2016 has cancelled theCertificate of Registration (CoR) issued to the Company to carry on the business of NBFCand has confirmed the qualification of the Company as a Core Investment Company notrequiring registration with RBI pursuant to the provisions of Section 45- IA of the RBIAct 1934.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
The Board at its meeting held on 30th May 2016 has considered and approved the Schemeof Amalgamation of M/s. Apollo Pipes Limited with the Company in accordance with theprovisions of Section 391-394 of the Companies Act 1956 or any corresponding provisionsof the Companies Act 2013 subject to the requisite approval of Honble NationalCompany Law Tribunal of appropriate jurisdiction Shareholders Creditors of both theCompanies Securities and Exchange Board of India (SEBI) and any other statutory andregulatory authorities.
The draft scheme of amalgamation along with necessary documents has already beensubmitted to BSE (designated stock exchange) on 7th June 2016 for itsapproval/No-Objection Letter.
The Scheme of Amalgamation as submitted to BSE is also placed on the website of theCompany at http://www.amulyaleasing.in/scheme-of-amalgamation-between-apl-alfl.pdf
Further the said scheme was approved at duly convened Meeting of the equityshareholders of the Amulya Leasing And Finance Limited (Transferee Company) and ApolloPipes Limited (Transferor Company) dated April 15 2017 as ordered by the HonbleNational Company Law Tribunal vide its order dated March 3 2017.
The petition for sanctioning the aforesaid scheme had already been filed with theHonble National Company Law Tribunal by the transferor and transferee company (ies).
Your Company has not declared any dividend to its shareholders so far. Thus there isno unclaimed or unpaid dividend as on March 31 2017.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
Pursuant to the provisions stipulated under Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has framed a Policy onPrevention of Sexual Harassment at Workplace. During the financial year 2016-17 nocase/complaint was reported to the Company under the said policy.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review there was no significant and material order passed by theregulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.
The Board acknowledges with gratitude the co-operation and assistance provided by theCompanys bankers financers government and non-government agencies. Therelationship with the employees remained cordial and your Directors wish to place onrecord their appreciation for the contribution made by the employees at all levels. TheDirectors also thank the shareholders for their continued support.
| || ||On behalf of the Board of Directors |
| ||Sd/- ||Sd/- |
| ||(Sameer Gupta) ||(Meenakshi Gupta) |
| ||Managing Director ||Director |
|Date: May 30 2017 ||DIN: 00005209 ||DIN: 01158825 |
|Place: New Delhi || || |