APOORVA LEASING FINANCE AND INVESTMENT COMPANY LIMITED
Your Directors have pleasure in presenting their 33RD Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2016.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)
|Particulars ||2015-16 ||2014-15 |
|Revenue ||33438703 ||20610762 |
|Profit/(Loss) Before Interest and Depreciation ||4455458 ||1105053 |
|Depreciation and Amortization Expenses ||- ||20198 |
|Profit/Loss before tax ||4455458 ||1084855 |
|Current Tax ||1168304 ||240686 |
|Deferred tax ||- ||7763 |
|Profit /Loss after Tax ||3287154 ||836406 |
2. Operational Performance
During the financial year 2015-16 the company has recorded revenue of Rs33438703and has earned net profit of Rs 3287154as compared to profit of Rs.836406in the last year. The Directors are optimistic about future performance of the company.
3. CHANGE IN THE NATURE OF BUSINESS IF ANY
There is no change in the nature of Business of the company
As the company kept the profits for investment in future projects it regret not torecommend any dividend. But the directors are hopeful better results in enduing future.
The Company has Rs. 982338907/- in the reserves & surplus. Your Board is nottransferring any amount to reserve out the current year surplus.
6. SHARE CAPITAL
The share capital of the company remains unchanged during the year and company also notissued any equity shares with differential rights and sweat equity shares.
7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED AND RESIGNED DURING THEYEAR
In Compliance to section 203 and 134 of the Companies Act 2013 the following Directorsand Key Managerial Personnel has been appointed and resigned during the year are asfollows: -
|S. No ||Name of the Person ||Designation ||Appointment/Resignation ||Date of Appt./Resign |
|1 ||Atul Singh Tyagi ||Managing Director and CFO ||Appointment ||13/02/2016 |
|2 ||Anupama Singh Tyagi ||Additional Director ||Appointment ||13/02/2016 |
|3 ||Furkan ||Additional Director ||Appointment ||13/02/2016 |
|4 ||Bharat Bhushan ||Director ||Resignation ||17/03/2016 |
|5 ||KashniMahajan ||Company Secretary ||Resignation ||13/02/2016 |
|6 ||Abhishek ||Additional Director ||Appointment ||13/02/2016 |
8. PARTICULARS OF EMPLOYEES
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 statement of particulars of top ten employees is enclosed herewith and marked asAnnexure- V.Further there is no employees who withdraw a salary exceeding the limits asprescribed in the aforesaid rules.
In the Compliance of Provisions of clause (b) of sub-section (3) of Section 134 ofCompanies Act 2013 there were10(Ten) Board Meetings held during the financial year. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
10. BOARD EVALUATION
Pursuant to the provisions of the Section 178 of the Companies Act 2013 and Regulation17 of SEBI Listing Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the directors including independent directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
11. DECLARATION BY AN INDEPENDENT DIRECTOR (S) AND RE- APPOINTMENT IF ANY
All independent Directors have given their Independency declaration as provided insub-section (6) of Section 149 of the Companies Act 2013.
12. REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
There is no employee in the company drawing remuneration in excess as prescribed underRule 5 of Companies (Appointment & Remuneration) Rules 2014. However the list of Top10 employees is attached with the report and marked as Annexure-V.
Managerial Remuneration: -
|1. Ratio of remuneration of each director to median remuneration of employees ||- |
|Bharat Bhushan ||1.4 |
|Deepali ||1.2 |
|Atul Singh Tyagi ||3.6 |
|2. Percentage increase in remuneration of each director and KMPs ||Nil |
|3. Percentage increase in the median remuneration of employees ||1549 % |
|4. Number of permanent employees ||26* |
|5. Average percentile increase in salary of employees other than managerial personnel comparison with percentile increase in managerial remuneration and justification ||564% |
|6. Affirmation that the remuneration is as per the remuneration policy of the company ||Yes the Company has paid the remuneration as per the remuneration policy of the Company |
*Out of 26 employees 8 (Eight) employees is being resigned during the year.
13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Name of the Companies which become or ceased as Subsidiaries/Joint Ventures/AssociatesCompanies during the year:
|S. No. ||Name of the Company ||CIN/Registration Number ||Subsidiary/Joint Venture/Associates Company ||Date on which become subsidiary/Joint Venture/Associates Company |
|1. ||AvancerInfrasolution Pvt. Ltd. ||U45400DL2011PTC222367 ||Associate ||13th January 2016 |
|2 ||Bel Di Jewels Pvt. Ltd. ||U36911DL1997PTC087657 ||Associate ||23rd January 2016 |
|3 ||Antriksh Stocks &Shares Broker Pvt. ||U74900DL1998PTC095832 ||Associate ||10th March 2016 |
| ||Ltd. || || || |
|4 ||SpaceHeight Constructions Pvt. Ltd. ||U74899DL1991PTC044885 ||Associate ||10th March2016 |
|5 ||De beers Jewels Pvt. Ltd. ||U36911DL1997PTC087655 ||Associate ||10th March 2016 |
|6. ||Summer Infotech Pvt. Ltd. ||U72200DL2005PTC142601 ||Subsidiary ||31st March 2016 |
|7 ||Yukati E Services Limited ||U72200DL2006PLC147096 ||Subsidiary ||31st March 2016 |
|8 ||Cloud Business Advisory Ltd. ||U74999DL2016PLC292627 ||Subsidiary ||15th March 2016 |
Pursuant to sub-section (3) of Section 129 of the Act and rules made thereunder thestatement containing the salient feature of the financial statement of a Company'ssubsidiary or subsidiaries associate company or companies and joint venture or venturesis given as Annexure-II.
During the year the Company generated revenue of 3.34 Crore at group level. As theAssociate and Subsidiaries Company came into the group at the end of financial yeartherefore does not contribute in the overall performance of the Company.
Further the Annual Accounts and related documents of the subsidiary and associatecompany shall be kept open for inspection at the Registered & Corporate Office of theCompany after their finalization. The Company will also make available copy thereof uponspecific request by any Member of the Company interested in obtaining the same. Furtherpursuant to Accounting Standards AS-21 issued by the Institute of Chartered Accountants ofIndia Consolidated Financial Statements presented by the Company in this Annual Reportinclude the financial information of its subsidiaries and Associates.
The Auditors M/s. Vinod Vishal &Company has shown their unwillingness to bere-appointed as Statutory auditor of the company.
The directors of the company has proposed the name of M/s Daleep Bhatia & CoChartered Accountants to be appointed as statutory auditors of the company to hold officefrom the conclusion of this Annual General Meeting till the conclusion of 38th AnnualGeneral Meeting of the company.
The company has received a consent letter from the proposed statutory auditors to theeffect that their appointment if made would be within the prescribed limits u/s 141(3)(g)of the Companies Act 2013 and that they are not disqualified for re-appointment
15. AUDITORS' REPORT
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
16. DISCLOSURE ABOUT COST AUDIT
As per the Cost Audit Orders Cost Audit is not applicable to the Company's for the FY2015-16.
17. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under M/s. DharamveerDabodia& Associates Practicing Company Secretary has been appointed SecretarialAuditors of the Company. The report of the Secretarial Auditors is enclosed as AnnexureIII to this report.
The point-wise comment is enumerated as follows: -
Delay in form filling
Due to oversight the company failed to file some of the forms in prescribed time frameof Companies Act 2013 and applicable additional fees has already been paid to Ministry ofCorporate Affairs.
18. INTERNAL AUDIT & CONTROLS
In terms of Section 138 of the Companies Act 2013 and Rule 13 of Company (Accounts)Rules 2013the Company has appoint M/s "Ankur K Gupta & Co. " CharteredAccountants as Internal Auditor. During the year the Company continued to implement theirsuggestions and recommendations to improve the control environment. Their scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed andcorrectivesteps taken as per the directions of Audit Committee on an ongoing basis to improveefficiency in operations.
19. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.apoorvaleasingfinance.com under investors/policy documents/Vigil Mechanism Policylink.
20. RISK MANAGEMENT POLICY
Apoorva Leasing Finance and Investment Company Limited has in place comprehensive riskmanagement and minimization procedures which are reviewed by the top management.
21. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the CompaniesAct2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I.
22. 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 is no Material changes occurred subsequent to the close of the financial year ofthe Company to which the balance sheet relates and the date of the report like settlementof tax liabilities operation of patent rights depression in market value of investmentsinstitution of cases by or against the company sale or purchase of capital assets ordestruction of any assets etc.
23. COMPLIANCES OF REGULATION 34 OF SEBI (LODR) REGULATIONS 2015
The said regulation is not applicable on the company as there are no unclaimed sharesin the company.
24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
The Company has not received any significant or material orders passed by theregulators or courts or tribunals which impacting the going concern status and company'soperations in future.
25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.
According to Section 134 (5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the Company for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguard of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.
The Company has a well placed internal financial control system which ensures the allassets are safeguard and protected and that the transactions are authorized recorded andreported correctly. The Company's Internal Financial Control System also comprises dueCompliances with Company's policies and Standard Operating Procedures (SOPs) and audit andCompliance by Internal Audit Team M/s "Ankur K Gupta & CO." CharteredAccountants Delhi.
The company has neither accepted nor renewed any deposits falling under chapter V ofCompanies Act 2013.
27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
a) Details of Investment
|Sl. No ||Date of investment ||Details of Investee ||Amount ||Date of BR ||Date of SR |
|1 ||07/09/2015 ||Franklin India- Short term Mutual Fund ||50000/- ||24th August 2015 ||NA |
|2 ||19/10/2015 ||L&T India- Short term Mutual Fund ||2500000/- ||24th August 2015 ||NA |
|3 ||10/03/2016 ||Unquoted shares of Aarambh Finance Pvt. Ltd. ||500000/- ||24th August 2015 ||NA |
|4 ||10/03/2016 ||Unquoted Shares of Antriksh stocks & Shares Brokers Pvt. Ltd. ||200000/- ||24th August 2015 ||NA |
|5 ||13/01/2016 ||AvancerInfrasoluti on Pvt. Ltd. ||8000000/- ||24th August 2015 ||NA |
|6 ||23/01/2016 ||Beldi Jewels Pvt. Ltd. ||250000000/- ||04th November 2015 ||NA |
|7 ||30/03/2016 ||Cloud Business Advisory Ltd. ||100000/- ||13th February 2016 ||NA |
|8 ||10/03/2016 ||Debeers jewels Pvt. Ltd. ||500000/- ||24th August 2015 ||NA |
|9 ||10/03/2016 ||Space Height Constructions pvt. Ltd. ||800000/- ||24th August 2015 ||NA |
|10 ||23/03/2016 ||Summer Infotech Private Limited ||2300000/- ||24th August 2015 ||NA |
|11 ||10/03/2016 ||Yukati E Services Limited ||3000000/- ||24th August 2015 ||NA |
28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013are disclosed in Form No. AOC-2 as Annexure-III of this report. With reference to section134(3) (h) of Companies Act 2013 all contracts and arrangement with related parties undersection 188(1) entered by the Company during the financial year 2015 -16 were in ordinarycourse of business also on Arm length basis.
29. CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in regulation 34(3) of the SEBI (LODR) Regulations2015 is annexed with the report.
30. MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31stMarch 2016 is annexed for the reference of the stakeholders.
31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACTS 2013
The company has in place an Anti Sexual Harassment policy in line with the requirementof the Sexual Harassment of Women at the workplace (Prevention Prohibition &Redressal ) Act 2013. Internal Complaint Committee has been set up to redress complaintsreceived regarding sexual Harassment. All employees(permanent contractual temporarytrainees) are covered under this policy.
During the financial year 2015-16 the company has not received any Sexual Harassmentcomplaint.
32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Since the Company is an investment Company and is engaged in the business of investmentinto various securities available in the market which does not required to take steps forconservation of energy utilize alternate sources of energy and to make capital Investmenton energy conservation equipment's. Further company also does not required to make effortstowards technology absorption and neither imports any technology nor makes any expenditureon research and development.
Further Company has not earned and make any expenditure in foreign currency during thefinancial year 2015-16 therefore foreign exchange In-Flow and Out-Flow was Rs. Nil duringthe year.
33. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the provisions of section 135 of the Companies Act 2013 i.e. "CorporateSocial Responsibility" Company does not required to constitute CSR Committee duringthe financial year 2015-16.
34. HUMAN RESOURCES
Your Company does not have large "human resources" as the primary business isinvesting activity. However your Company continuously invests in attraction retentionand development of talent on an ongoing basis.
35. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)I of the Companies Act 2013 the Directors based on therepresentations received from the operating management and after due inquiry confirmsthat: -
(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 provisionsof all applicable laws and that such systems were adequate and operating effectively.
36. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of the said sections are not applicable to the company as no unpaiddividend is lying with the Company.
37. LISTING WITH STOCK EXCHANGES:
During the year the company has listed its Equity Shares with the Bombay StockExchange. The Company is also listed with the Ahmedabad Stock Exchange.
An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.
For and on behalf of the Board of Directors Apoorva Leasing Finance and InvestmentCompany Limited
|Sd/- ||Sd/- |
|Atul Singh Tyagi ||Pradeep Kumar Sharma |
|Managing Director ||Director |
|DIN-01335008 ||DIN-00537298 |
|Place:Noida || |
|Date:3rd September 2016 || |