Apoorva Leasing Finance & Investment Co Ltd.
|BSE: 539545||Sector: Financials|
|NSE: N.A.||ISIN Code: INE217S01014|
|BSE 09:32 | 21 May||3.25||
|NSE 05:30 | 01 Jan||Apoorva Leasing Finance & Investment Co Ltd|
Apoorva Leasing Finance & Investment Co Ltd. (APOORVALEASING) - Director Report
Company director report
APOORVA LEASING FINANCE AND INVESTMENT COMPANY LIMITED
Your Directors have pleasure in presenting their 34thAnnual Report on the business andoperations of the Company and the accounts for the Financial Year ended 31st March 2017.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)
2. Operational Performance
During the financial year 2016-17 the company has recorded revenue of Rs 56341266/-and has earned net profit of Rs 5758541/- as compared to profit of Rs. 3287154 in thelast 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. 988097448/- 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: -
Ms. Aditi Company Secretary of the company resigned with effect from 13thApril 2017and Ms. Nikita Rohilla has been appointed as the company Secretary with effect from 1stAugust 2017.
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 were 11 (eleven) Board Meetings held during the financial yearthe details of which are given in the Corporate Governance Report. The intervening gapbetween the 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 company has framed Remuneration Policy in compliance with Section 178 of theCompanies Act 2013 read with applicable Rules thereto and SEBI LODR Regulations.
The Key Highlights of the Policy are:
1. The Objective of Remuneration Policy is to attract and retain high calibre talentand assume that the policy is in consonance with the existing industry practice.
2. The Company's Remuneration Strategy is a key and integral component of the broaderHuman Resource Strategy of the Company and whilst focusing on remuneration and relatedaspects of performance management is aligned with and reinforces the employee valueproposition of a superior quality of work life that includes an enabling workenvironment an empowering and engaging work culture and opportunities to learn and grow.
3. The policy ensures that remuneration practices support and encourage the performanceof employees.
4. Remuneration of Executive Directors Key Managerial Personnel and Senior Managementis determined and recommended by the Board Nomination & Compensation Committee andapproved by the Board.
5. The remuneration shall be subject to the approval of the shareholders of theCompany wherever required. It shall be as per the statutory provisions of the CompaniesAct 2013 read with the rules made thereunder for the time being in force.
6. Remuneration is reviewed and revised periodically when such a revision is warrantedby the market.
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.
13. MANAGERIAL REMUNERATION
*The Company provides employment to 20 people throughout the year
14. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Name of the Companies which become or ceased as Subsidiaries/Joint Ventures/AssociatesCompanies during the year:
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 5.87 Crores 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 for the same. Further pursuant toAccounting Standards AS-21 issued by the Institute of Chartered Accountants of IndiaConsolidated Financial Statements presented by the Company in this Annual Report includethe financial information of its Subsidiaries and Associates.
The Auditors M/s. Daleep Bhatia & Co. Chartered Accountant resigned from theoffice of the Statutory Auditor of the Company with effect from 13thApril 2017. Themembers of the Company through Postal Ballot dated 22nd May 2017 has appointed M/s Arun KMaheshwari & Co. Chartered Accountant as the Statutory Auditors of the Company tohold office from the date of declaration of results of Postal Ballot upto the conclusionof Annual General Meeting to be held for the financial year 2016-17.
The directors of the company on the recommendation of Audit committee proposed the nameof M/s Arun K Maheshwari & Co. Chartered Accountants to be appointed as StatutoryAuditors of the company to hold office from the conclusion of this Annual General Meetingtill the conclusion of Annual General Meeting to be held for financial year 2021-2022.
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 as theStatutory Auditor of the company.
16. 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.
17. DISCLOSURE ABOUT COST AUDIT
As per the Cost Audit Orders Cost Audit is not applicable to the Company's for the FY2016-17.
18. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under M/s. Dharamveer Dabodia& Associates Practicing Company Secretary has been appointed Secretarial Auditor ofthe Company. The report of the Secretarial Auditor is enclosed as Annexure III to thisreport.
The point-wise comments are enumerated as follows:
1. 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.
2. Company Engaged in Financing & Investment Activity
The Company is engaged in the business of Investing and granting of loan as enumeratedin the main object of its Memorandum of Association.
19. INTERNAL AUDIT & CONTROLS
In terms of Section 138 of the Companies Act 2013 and Rule 13 of Company (Accounts)Rules 2013 the Company has appointed M/s "Ankur K Gupta & Co."Chartered Accountants as Internal Auditor. During the year the Company continued toimplement their suggestions and recommendations to improve the control environment. Theirscope of work includes review of processes for safeguarding the assets of the Companyreview of operational efficiency effectiveness of systems and processes and assessingthat the internal control strengths in all areas. Internal Auditors findings are discussedand corrective steps are taken as per the directions of Audit Committee on an ongoingbasis to improve efficiency in operations.
20. 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 their 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.
21. RISK MANAGEMENT POLICY
The Company has in place comprehensive risk management and minimization procedureswhich are reviewed by the top management.
22. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 forms part of this Annual Report as ANNEXURE I.
23. 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.
24. COMPLIANCES OF REGULATION 39 OF SEBI (LODR) REGULATIONS 2015
The said regulation is not applicable on the company as there are no unclaimed sharesin the company.
25. 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 impacting the going concern status and Company'soperations in future.
26. 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 safeguarded and protected and that the transactions are authorized recordedand reported correctly. The Company's Internal Financial Control System also comprises ofdue compliances with Company's policies and Standard Operating Procedures (SOPs) and auditand compliance by Internal Audit Team M/s "Ankur K Gupta & CO."Chartered Accountants Delhi.
The company has neither accepted nor renewed any deposits falling under chapter V ofCompanies Act 2013.
28. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has provided following loans and guarantees and made following investmentspursuant to Section 186 of the Companies Act 2013:
a) Details of Investment
b) Details of Loan
29. 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 tosection 134(3) (h) of Companies Act 2013 all contracts and arrangement with relatedparties under section 188(1) entered by the Company during the financial year 2016-17 werein ordinary course of business and on arm length basis.
30. CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the auditors regarding compliance of conditions ofCorporate Governance as stipulated in Regulation 27 of the SEBI (LODR) Regulations 2015is annexed with the report.
31. MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2017 is annexed for the reference of the stakeholders.
32. 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 2016-17 the company has not received any Sexual Harassmentcomplaint.
33. 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 it does not require to take steps forconservation of energy utilize alternate sources of energy and to make capital Investmenton energy conservation equipment's.
Further the Company's nature of activity does not require it to obtain and absorbtechnology. Accordingly the information related to technology absorption adaptation andinnovation is reported to be Nil.
Further Company has not earned and made any expenditure in foreign currency during thefinancial year 2016-17 therefore foreign exchange In-Flow and Out-Flow was Rs. Nil duringthe year.
34. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is not covered by of the provisions of section 135 of the Companies Act2013 and the rules made thereunder therefore it is not mandatorily required to undertakethe Corporate Social Responsibility (CSR) activities for the financial year 2016-17.
35. 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.
36. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) 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.
37. 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.
38. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the annual listing fees for the Year 2016-17 toBSE where the Company's shares are listed.
Your Directors acknowledge the recognition given and trust reposed in your Company bythe shareholders clients bankers suppliers and associates and records theirappreciation for the support lent by them.
For and on behalf of the Board of Directors
Apoorva Leasing Finance and Investment Company Limited