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Apunka Invest Commercial Ltd.

BSE: 539469 Sector: Financials
NSE: N.A. ISIN Code: INE258R01010
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OPEN 12.50
52-Week high 12.50
52-Week low 0.00
Mkt Cap.(Rs cr) 4
Buy Price 12.50
Buy Qty 3.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.50
CLOSE 10.00
52-Week high 12.50
52-Week low 0.00
Mkt Cap.(Rs cr) 4
Buy Price 12.50
Buy Qty 3.00
Sell Price 0.00
Sell Qty 0.00

Apunka Invest Commercial Ltd. (APUNKAINVEST) - Director Report

Company director report

For The Financial Year 2015-16

Dear Members

The Board of Directors hereby submits the 36th annual report of the businessand operations of the Company together with the audited financial statements for thefinancial year ended March 31st 2016.

• Financial Performance of the Company

(Amount in Rs.)
Particulars Figures as at the end of current reporting period Figures as at the end of previous reporting period
A. Total Revenue 11486894 15128561
B. Total Expenses 11344870 15003641
C. Profit Before Tax (A-B) 142024 124920
D. Less: Current Tax 43885 115361
E. Profit After Tax (C-D) 98139 9559
F. Basic/ Diluted Earnings Per Share 0.03 0.00

• Directors:

A) Changes in Directors and Key Managerial Personnel

During the period under review following changes were made in the composition of theBoard of Directors and Key Managerial Personnel

• Ms. Ambika Sharma who was appointed as the Company Secretary of the Company on27th April 2015 has been resigned from the post on 1st August2015.

• Further Mrs. Nidhi Giria has been appointed as the Company Secretary of theCompany w.e.f. 1st August 2015 and she resigned from the post on 10th February2016.

• Mr. Pawan Kumar Pareek has also been appointed as the Chief Financial Officer ofthe Company w.e.f 27th May 2015.

B) Declaration by an Independent Director(s) and re- appointment

Mr. Nitish Acharya and Ms. Pampa Trivedi Independent Directors of the Company haveconfirmed that they fulfilled all the conditions of the Independent Directorship as laiddown in sub-section (6) of Section 149 of the Companies Act 2013 and the rulesmade there under and the same have been noted by the Board.

C) Formal Annual Evaluation

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated. The evaluation of all the directors and the Board as a whole was conductedbased on the criteria and framework adopted by the Board.

• Number of meetings of the Board of Directors

Five Meetings of the Board of Directors were held during the financial year 2015-16.These were held on the following dates:

i) 27/05/2015 ii) 01/08/2015 iii) 05/11/2015 iv) 10/02/2016 v) 01/03/2016.

• Committees of the Board

Currently the Board has three committees: the Audit Committee the Nomination andRemuneration Committee and the Stakeholder’s Relationship Committee. A detailed noteon the composition of the Board and its committees is provided in the corporate governancereport section of this Annual Report.

• Dividend

During the year the company earned minimal profits hence the directors have notrecommended any dividend.

• Transfer of Unclaimed Dividend To Investor Education And Protection Fund

The provisions of Section 125(5) of the Companies Act 2013 do not apply on the companyas no dividend has been declared during the year.

• Reserves

The Directors have not proposed to transfer any amount to Reserves during the year.

• Brief description of the Company’s working during the year/State ofCompany’s affair

Apunka Invest Commercial Limited (Formerly known as Admire Investments Limited) ismainly engaged in trading business & also dealing in shares as its principal business.

The Company invests in equities through the secondary and provides Loans & Advancesto Corporates Individuals etc.

• Change in the nature of business if any

There is no Change in the nature of business of company during the financial year.

• Material changes and commitments affecting financial position between the end ofthe financial year and date of the report

The equity shares of Company (Scrip Code: 539469) are listed and admitted to dealingson the BSE Ltd with effect from November 24 2015.

Further pursuant to Regulation 7 of Securities and Exchange Board of India (Delistingof Equity Shares) Regulation 2009 the company has made an application of VoluntaryDelisting of its Equity Shares from The Calcutta Stock Exchange Ltd as approved by theBoard of Directors in its meeting held on 1st March 2016.

As per Delisting Regulations Company’s securities can be delisted from abovementioned Stock Exchange as the shares of the Company are listed and will continue to belisted on BSE Limited. The benefits accruing to the investors by keeping the equity shareslisted on The Calcutta Stock Exchange Ltd. do not commensurate with the cost incurred bythe Company for the continued listing on The Calcutta Stock Exchange Ltd. The shareholdersin the region of The Calcutta Stock Exchange Ltd. will not suffer due to this delisting asthe Company shares will remain listed on BSE Limited which has nationwide tradingterminals.

• Internal financial control and its adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

• Details of Subsidiary/Joint Ventures/Associate Companies

The company does not have any subsidiary/ Joint Ventures/ Associate Companies.

• Deposits

The company has neither accepted nor renewed any deposits during the year coveredunder Chapter V of the Act.

• Statutory Auditors

M/s JAIN SONU & ASSOCIATES Chartered Accountants have been re-appointed asStatutory Auditors of the company till the conclusion of the Annual General Meeting of thecompany to be held in the year 2017 (subject to ratification of their re- appointment atevery AGM) and the Directors of the Company shall fix the remuneration from time to timein consultation with the Audit Committee.

• Auditors’ Report

The observations made by the Auditors are self- explanatory and do not require anyfurther clarification. Further the explanations or a comment by the Board on everyqualification reservation or adverse remark or disclaimer made by the auditor in hisreport is annexed.

• Secretarial Audit Report

The Secretarial Audit Report has been given by Mr. Anand Kumar Khandelia CompanySecretary and there is no qualification reservation or adverse remark or disclaimer madeby the company secretary in the secretarial audit report.

• Internal Auditor

M/S N H Agarwal & Associates Chartered Accountants who was appointed as anInternal Auditor for the financial year 2015-16 has submitted a report based on theinternal audit conducted during the year under review.

• Share Capital

Issue of equity shares with differential rights

The Company has not issued any of its securities with differential rights during theyear under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity Bonus Shares & Employee Stock Option Plan

The company has neither issued sweat equity or bonus shares nor has provided any stockoption scheme to the employees.

Preferential Issue of Capital

The company has not issued any equity shares of on preferential basis during the year.

• Extract of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read withRule 12 of the Companies (Rules) 2014 is furnished as Annexure (MGT – 9) and isattached to this Report

• Conservation of energy Technology absorption and Foreign exchange earnings andOutgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure ofparticulars of conservation of energy and technology absorption prescribed by the rulesare not applicable to our company. The company does not have any Foreign Exchangetransactions during the financial year.

• Corporate Social Responsibility (CSR)

As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crore or more or a net profit of rupees five crore or moreduring any financial year the disclosures as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable.

• Order of Court

The company is not subject to any legal proceedings and claims which will have amaterial or adverse effect on the going concern status or company’s operations orfinancial conditions.

• Sexual Harassment of Women At Work Place

The Company has in place a policy in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. There were nil complaints received during the year underreview.

• Particulars of Loans Guarantees or Investments

The provisions of Sec 186 of the Companies Act 2013 in respect of Loans guarantees orinvestments of have been complied with.

• Particulars of Contracts or Arrangements with Related Parties:

Your company has no material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arm’s length basis during the financial year2015-16.

• Managerial Remuneration:

The Company earned minimal profit during the year so the Company has not provided anyManagerial Remuneration to the Directors.

• Corporate Governance Certificate

The Corporate Governance certificate from the auditor regarding compliance ofconditions of corporate governance as stipulated by SEBI (LODR) Regulations 2015 has beenannexed with the report.

• Risk management policy

The company does not have any Risk Management Policy as the elements of riskthreatening the

Company’s existence are very minimal.

• Familiarization program for independent directors

In terms of Reg. 25(7) of the SEBI (LODR) Regulations 2015 the Company is required toconduct the Familiarisation Programme for Independent Directors (IDs) to familiarise themabout their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through variousinitiatives. The details of such familiarization programmes are available on theCompany’s website.

• Details of establishment of vigil mechanism for directors and employees

The Company has a Whistle Blower Policy to deal with instances of fraud andmismanagement if any. The details of establishment of such mechanism have been disclosedon the website.

• Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirmthat—

(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are 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 and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively and

(f) the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

• Acknowledgements

Your Directors would like to express their appreciation of the co-operation andassistance received from the shareholders bankers and other business constituents duringthe year under review

For and on behalf of the Board of directors
Sd/- Sd/-
Manish Dalmia Pawan Kumar Pareek
Managing Director CFO & Director
Din:02279315 Din:02709675
Place: Kolkata
Date: 20th May 2016