Apoorva Leasing Finance and Investment Company Limited
The Directors have pleasure in presenting before you the 32nd Annual Reporton the business and operations of the Company alongwith the Audited Financial Statementfor the financial year ended 31st March2015.
Financial Result of the Company for the year under review alongwith the figures forprevious year are as follows:
| || ||(in Rs ) |
| ||March 312015 ||March 312014 |
|Revenue ||20610762 ||46476349 |
|Profit before Depreciation ||1105053 ||629376 |
|Depreciation and Amortization expense ||20198 ||92524 |
|Profit/Loss before Tax ||1084855 ||533852 |
|Current Tax ||240686 ||132949 |
|Earlier YearTax ||- ||(156) |
|Deferred Tax ||7763 ||(13000) |
|Profit/Loss after Tax ||836406 ||414061 |
During the financial year 2014-15the Company has recorded revenue of Rs20610762/-.The Company has earned net profit of Rs 836406/-during the year as comparedto profit Rs 414061/-in the last year.The Directors are optimistic about futureperformance of the Company.
The Company does not have any subsidiary company.
As the company kept the profits for investment in better projects it regret not torecommend any dividend.But the directors are hopeful better result in ensuring future.
During the yearthe Company has not invited/accepted any deposits under CompaniesAct2013.
NO.OF BOARD MEETINGS HELD:
The Board of Directors duly meets 16 times during the financial year from 1stApril2014 to 31st March2015.The dates on which meetings were held are asfollows:
18th April201427th May201425th June201424thJuly20148th August201426th August20141stSeptember201429th September201428th October20147thNovember20141st December201412th January201522ndJanuary201523rd January201520th February2015 and 2ndMarch2015.
BOARD OF DIRECTORS:
APPOINTMENT OF MANAGING DIRECTOR:
Mr.Bharat BhusanDirector of the Company being appointed as Managing Director of theCompany subject to approval of members of the Company.
CONFIRMATION OF CHANGE IN DESIGNATION OF DIRECTOR:
In accordance with the provisions of the Companies Act2013 and the Articles ofAssociation of the CompanyChange in Designation of Mr.Deepak Verma as an IndependentDirector by the Board w.e.f 02nd March2015subject to approval ofshareholders.Your Directors recommend the change in designation of Mr.Deepak Verma as anIndependent Director as proposed in the notice for the Annual General Meeting.
APPOINTMENT OF INDEPENDENT DIRECTORS:
In accordance with the provisions of the Companies Act2013 and the Articles ofAssociation of the CompanyMrs.Roopa Devi Murolia appointed as an Additional Director bythe Board and subsequently your Directors recommend the appointment of Mrs.Roopa DeviMurolia as an Independent Director as proposed in the notice for the Annual GeneralMeeting.
Your Directors state that Mrs.Roopa Devi Murolia who is proposed to be appointed as anIndependent Director possess appropriate skillsexpertise and knowledge and are qualifiedfor appointment as an Independent Director.
RE-APPOINTMENT OF DIRECTORS:
Mr.Atul Singh TyagiDirector of the Companyis liable to retire by rotation at theensuing Annual General Meeting and being eligibleoffer himself for re-appointment.TheBoard of Directors recommends their re-appointment.
CONFIRMATION OF APPOINTMENT:
In accordance with the provisions of the Companies Act2013 and the Articles ofAssociation of the CompanyMs.Deepali appointed as an Additional Director by the Board andshe shall hold office only upto date of this Annual General Meeting and being eligibleoffer herself for reappointment as Director.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of the Companies Act2013 as well as Clause 49 of theListing Agreement and annexed herewith to this report marked as Annexure-I.
Pursuant to the provisions of the Companies Act2013 and Clause 49 of the ListingAgreementthe Board has carried out an annual performance evaluation of its ownperformancethe directors individually as well as the evaluation of the working of itsAuditNomination & RemunerationStakeholders' Relationship Committee and RiskManagement Committees.The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
KEY MANAGERIAL PERSONNEL:
The following employees were designated as whole-time key managerial personnel by theBoard of Directors during the year under review:
(i) Mr.Bharat BhusanManaging Director
(ii) Ms.Kashni MahajanCompany Secretary
Ms.Kashni Mahajan a Associate member of the ICSIDelhi has been appointed by the Boardof Directors of the Company as Company Secretary of the Company with effect from 11thMarch2015.
CHANGE IN REGISTERED OFFICE:
During the year under reviewthe Company has filed E-Form INC-22 under section 12 ofthe Companies Act2013 to the Registrar of CompaniesNCT of Delhi and Haryanafor shiftingof Registered Office of our Company within the local limits of Gurgaon and Haryana withoutchange in the Jurisdiction of the Registrar of CompaniesNCT of Delhi and Haryana from104-A
Single StoreyRamesh NagarNew Delhi-110015 to 2127-283rd FloorBlock-KGali No.58NaiwalaGurdwara RoadKarol Bagh New Delhi-110005 w.e.f.15thApril2015.
The observations made by Auditors with reference to notes to account are selfexplanatory and need no comments.
AUDITORS: STATUTORY AUDITORS:
To Appoint auditor M/s Vinod Vishal & Co.as Statutory auditors of the company for aperiod of 5 years commencing from the conclusion of this meeting untilthe conclusion of37th Annual General Meeting subject to ratification at every Annual GeneralMeeting on such remuneration as may be fixed in this behalf by the Board of Directors ofthe Company.A Certificate from the Auditors has been received to the effect that theirappointmentif madewould be within the limits prescribed under section 141(3)(g) of theCompanies Act2013 and that they are not disqualified to be appointed as statutory auditorin terms of the provisions of the proviso to section 139(1)section 141(2) and section141(3) of the companies Act2013and the provisions of Companies (Audit and Auditors)Rules2014.
During the year M/s RDAK & Associates (FRN-019502N)Chartered Accountants of theCompany has shown its desire to discontinue its services as statutory auditors of theCompanydue to its pre-occupation
The Auditors' Report is annexed herewith marked as Annexure-ll and forms part of theAnnual Report.
SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:
The Company has appointed Mr.Deepak Dewan Singh proprietor of M/s Deepak Singh &AssociatesCompany Secretaries to hold the office of the Secretarial Auditors and toconduct the Secretarial Audit Report and the Secretarial Audit Report is annexed herewithmarked as Annexure-lll to this report in Form No.MR-3.
There is a qualification in the report that Company did not appoint Chief FinancialOfficer.The Management clarified thatit is in the search of suitable candidate for thepost of Chief Financial Officer.
APPOINTMENT OF INTERNAL AUDITOR:
The Company has appointed Mr.Naveen Kumar as an Internal Auditor of the Company for thefinancial year 2014-15.Mr.Naveen Kumar placed the internal audit report to the Companywhich is self explanatory and need no comments.
EXTRACT OF THE ANNUAL RETURN:
The Extract of the Annual Return for the financial year 2014-15 is being attached withthe Directors report in Form No.MGT-9 marked as Annexure-IV.
PARTICULARS OF LOANS.GUARANTEES OR INVESTMENTS:
Details of LoansGuarantees and Investment covered under the provisions of section 186of the Companies Act2013 are given in the Notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties for the financialyear 2014-15 is annexed herewith to the financial statements in Form No.AOC -2.
LISTING OF SHARES:
Application for listing of shares of the Company i.e.19974900 Equity Shares ofRs.10/- each has been made at BSE Limited as per BSE Direct Listing Norms and the sharesare also listed on DSE Limited (DSE) and Ahmedabad Stock Exchange Limited (ASE) but as perSEBI circular No.WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November201 4DSE hasbeen derecognized as Stock Exchange.
DEMATERILISATION OF SHARES:
The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares.The ISIN No.INE217S01014 has been allotted for the Company.Thereforethe investorsmay keep their shareholding in the electronic mode with their DepositoryParticipates.70.23% of the Company's Paid-up Share Capital is in dematerialized form as on31st March2015 and balance 29.77% is in physical form.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provision of section 134(5) of the Companies Act2013 the Boardconfirm and submit the Director's Responsibility Statement:
In the preparation of the Annual Accountsthe applicable Accounting Standardshave been followed;
The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;
The Directors have taken proper & sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act2013for safeguarding the assets of the Company and for prevention & detecting fraud &other irregularities;
The Directors have prepared the accounts for the year ended 31stMarch2015 on a going concern basis.
The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
The directors had devised proper system to ensure compliance with the provisionof all applicable laws and that such systems were adequate and operating effectively.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:
In pursuant to the provision of section 177 (9) & (10) of the CompaniesAct2013The Company has formulated a Whistle Blower Policy to establish a vigil mechanismfor Directors and employees of the Company to report concerns about unethicalbehavioractual or suspected fraud or violation of the company's code of conduct or ethicspolicy.The Whistle Blower Policy is available on the website of the Company.
As per Clause 49 of the Listing Agreement with Stock Exchangesa report on CorporateGovernance together with the Auditors' Certificate regarding the compliance of conditionsof Corporate Governance forms part of the Annual Report.
MANAGEMENT DISCUSSION ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under reviewas stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in Indiais presented ina separate section which forms part of the Annual Report.
HEALTH.SAFETY AND ENVIRONMENT PROTECTION:
The Company has complied with all the applicable environmental laws and labour laws.TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AND REDRESSAL)ACT.2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (PreventionProhibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment.All employees(permanentcontractualtemporarytrainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2014-15.
No of complaints received : 0
No of complaints disposed off: N.A.
DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The assets of the Company are adequately insured against the loss offireriotearthquaketerrorismloss of profitsetc other risks which considered necessaryby the management.The Company has been addressing the various risks impacting the Companyand policy of the Company on risk management is provided elsewhere in this Annual Reportin Management Discussion and Analysis.
PARTICULARS OF EMPLOYEES:
None of the employee was drawing in excess of the limits by the Companies Act2013 andrules made there under which needs to be disclosed in the directors report.
CONSERVATION OF ENERGY.TECHNOLOGY ABSORPTION.FOREIGN EXCHANGE EARNINGS & OUTGO:
The Company does not fall under any of the industries covered by the Companies(Accounts) Rules2014.Hencethe requirements of disclosure in relation to the conservationof energytechnology absorptionforeign exchange earnings & outgo are not applicableto it.
|Particulars ||Current Year 2014-15 ||Previous Year 2013-2014 |
|A.Conservation of Energy ||Nil ||Nil |
|B.Technology Absorption ||Nil ||Nil |
|C.Foreign Exchange Earnings & Outgo ||Nil ||Nil |
The Directors are thankful to the BankersCustomersDealersand Vendors for theirvaluable support and assistance.
The Directors wish to place on record their appreciation of the commendable workdonededication and sincerity by all the employees of the Company at all levels during theyear under review.
The Company will make every effort to meet the aspirations of its shareholders and wishto sincerely thank them for their whole hearted co-operation and support at all times.
| ||For and on behalf of the Board of Directors |
|Place: New Delhi ||Bharat Bhusan |
|Date: 24.08.2015 ||Chairman & Managing Director |
| ||DIN: 00538006 |