Your Directors have pleasure in presenting their 30th Annual Report on thebusiness and operations of the Company and the audited financial statement for thefinancial year ended March 31 2016.
| || || || ||(Rs. In Lacs) |
|Particulars || |
| ||FY 2015-16 ||FY 2014-15 ||FY 2015-16 ||FY 2014-15 |
|Gross sales ||0.00 ||0.00 ||23297.26 ||9991.95 |
|Less : Excise duty and cess ||- ||- ||2462.61 ||1035.41 |
|Net sales / Income from operations ||0.30 ||76.17 ||20834.65 ||8956.54 |
|Operating EBIDTA ||(9.78) ||62.33 ||2388.02 ||788.15 |
|Add : Other income ||0.4 ||2.36 ||32.76 ||50.42 |
|Less : Finance cost ||0.06 ||34.05 ||472.18 ||283.63 |
|Less : Depreciation and amortisation ||- ||- ||409.31 ||209.74 |
|Profit before exceptional items and tax ||(9.44) ||30.64 ||1539.29 ||345.20 |
|Less : Exceptional items ||- ||- ||- ||- |
|Add: Extra Ordinary items ||- ||- ||- ||916.79 |
|Profit before tax (PBT) ||(9.43) ||30.64 ||1539.29 ||1261.99 |
|Less : T ax expense ||2.01 ||9.35 ||545.42 ||110.06 |
|Profit for the year (PAT) ||(11.45) ||21.29 ||993.87 ||1152.92 |
|Add : Balance in profit and loss account ||429.69 ||431.29 ||999.60 ||424 |
|Profit available for appropriation ||441.13 ||452.59 ||2398.30 ||1897.43 |
|Less : Appropriations : || || || || |
|Proposed dividend on Equity Shares ||- ||- ||- ||- |
|Tax on dividends ||- ||- ||- ||- |
|T ransfer to general reserve ||- ||- ||- ||4.26 |
|Balance carried over to Balance Sheet ||441.14 ||452.5 ||2398.30 ||1902 |
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 2015 was Rs.49963000. During the year reminder-cum-forfeiture notices were issued to thoseshareholders who are holding partly paid up shares of the Company and have not paid theiroutstanding allotment amount till date. In response to such notices the Company receivedthe outstanding allotment amount aggregating to Rs. 10500 and consequently the paid-upequity share capital as on March 31 2016 increased to Rs. 49973500.
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.
Management's Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of this Annual Report.
Subsidiaries Joint Ventures and Associates Companies
The Company has only one subsidiary Company namely M/s. Apollo Pipes Limited. A reporton the performance and financial position of its subsidiary pursuant to Section 129 of the
Companies 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 Company's registeredoffice at 37 Hargobind Enclave Vikas Marg New Delhi-110092 and the same are alsoavailable at the Company's website i.e. www.amulyaleasing.in as prescribed in Section 136of the Companies Act 2013.
During the year under review no company have became or ceased to be the company'ssubsidiary joint venture or associate.
Directors' Responsibility Statement
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013your directors state that
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed.
(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 the 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 provisionsof all applicable laws and that such systems were adequate and operating effectively.
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) ofsubregulation (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 2015-16 withrelated parties were in the ordinary course of business and on an arm's 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 14 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"in Form 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 Company's website at thelink: http://www.amulyaleasing.in/ Company's_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 theCompany's 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://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 and 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.
Number of meetings of the Board of Directors
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year seven Board Meetings were held on 30th May 2015 30th July2015 31st July 2015 6th November 2015 16th December2015 10rd February 2016 and 30th March 2016. The intervening gapbetween the two meetings did not exceed one hundred and twenty days. The necessary quorumwas present for all the meetings.
The Audit Committee of the Company comprises of three directors viz Mr. Rahul Jainnonexecutive 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 five audit committee meetings were held on 30th May 201530th July 2015 31st July 2015 6th November 2015 and 10thFebruary 2016. The intervening gap between two meetings did not exceed one hundred andtwenty days. The necessary quorum was present for all the meetings.
Company's 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 Company's 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's_Policy/
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 Year2015-16 are given under the respective head and the same is furnished in the notes to thefinancial statements.
Auditors and Auditors' Report
Statutory Auditors - Pursuant to the provisions of Section 139 of the CompaniesAct 2013 and rules made thereunder the existing auditors M/s. VAPS & Co. CharteredAccountants New Delhi were appointed as the statutory auditors of the Company at the 29thAnnual General Meeting (AGM) to hold the office until the conclusion of the 34thAGM subject to ratification of the appointment by the members at every AGM held after 29thAGM.
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 2016-17.
The Statutory Audit Report does not contain any qualification reservation or adverseremark or disclaimer made by the Statutory Auditor.
Secretarial Auditors - Pursuant to the provisions of Section 204 of the CompaniesAct 2013 and rules made thereunder the Board has appointed Ms. Anjali Yadav PracticingCompany Secretary (Membership No. F6628) to conduct the Secretarial Audit of the Companyfor the financial year 2015 -16. The Secretarial Audit Report for the year 2015-16 assubmitted by her 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.
Since the Company was a Non Deposit taking Non Banking Financial Company (NBFC-ND)during the year under review it has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
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 Directors' 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 Auditor's Reportthereon 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 approvedthe Scheme of Amalgamation of M/s. Apollo Pipes Limited with the Company in accordancewith the provisions of Section 391-394 of the Companies Act 1956 or any correspondingprovisions of the Companies Act 2013 subject to the requisite approval of Hon'ble HighCourt of appropriate jurisdiction Shareholders Creditors of both the CompaniesSecurities and Exchange Board of India (SEBI) and any other statutory and regulatoryauthorities.
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://amulyaleasing.in/ scheme_of _amalgamation.pdf
Your Company has not declared any dividend to its shareholders so far. Thus there isno unclaimed or unpaid dividend as on March 312016.
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 2015-16 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 theCompany's bankers financers government and non-government agencies. The relationshipwith the employees remained cordial and your Director's wish to place on record theirappreciation for the contribution made by the employees at all levels. The Directors alsothank the shareholders for their continued support.
| || |
On behalf of the Board of Directors
| ||(Sameer Gupta) ||(Meenakshi Gupta) |
| ||Managing Director ||Director |
|Date: 10th August 2016 || || |
|Place: New Delhi || || |