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Apunka Invest Commercial Ltd.

BSE: 539469 Sector: Financials
NSE: N.A. ISIN Code: INE258R01010
BSE 05:30 | 01 Jan Apunka Invest Commercial Ltd
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Apunka Invest Commercial Ltd. (APUNKAINVEST) - Director Report

Company director report

For The Financial Year 2016-17

Dear Members

The Board of Directors hereby submits the 37th annual report of the businessand operations of the Company together with the audited financial statements for thefinancial year ended March 31st 2017.

• 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 5692962 11486894
B. Total Expenses 5582036 11344870
C. Profit Before Tax (A-B) 110926 142024
D. Less: Current Tax 33135 43885
E. Profit After Tax (C-D) 77791 98139
F. Basic/ Diluted Earnings Per Share 0.02 0.03

• Directors:

A) Changes in Directors and Key Managerial Personnel

There was no change in the composition of Director \KMP during the year under review.

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 rules made thereunder 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 independent directors shall be doneby the entire Board of Directors excluding the director being evaluated. The evaluationof all the directors and the Board as a whole was conducted based on the criteria andframework adopted by the Board.

• Number of meetings of the Board of Directors

Four Meetings of the Board of Directors were held during the financial year 2016-17.These were held on the following dates:

i) 20/05/2016 ii) 05/08/2016 iii) 14/11/2016 iv) 08/02/2017.

• 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 note onthe 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 of Company'saffair

Apunka Invest Commercial Limited is mainly engaged in trading business & alsodealing 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

No material changes and commitments which can affect the financial position of theCompany occurred between the end of the financial year of the company and the date of thisreport.

• 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 the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

• 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 (Firm Registration No: 324386E)Statutory Auditors of the company has audited the financials of the company for thefinancial year 2016-17. Their tenure shall expire in the ensuing Annual General Meetingand new auditor will be appointed in the upcoming Annual General Meeting.

• 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 Ms. Shruti Agarwal Practicing CompanySecretary and there is no qualification reservation or adverse remark or disclaimer madeby the company secretary in the secretarial audit report. The secretarial audit reportforms a part of the directors' report.

• Internal Auditor

M/S N H Agarwal & Associates Chartered Accountants who was appointed as anInternal Auditor for the financial year 2016-17 has submitted a report based on theinternal audit conducted during the year under review.

• Good and Service Tax

The Goods and Services tax (GST) is a significant reform in the tax structure of thecountry in the national market for goods and services and is expected to have a favourableimpact on the economy inspite of the implementation challenges.

• 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 is attachedto 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

Loans guarantees or investments covered under section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

• 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 year 2016-17.

• 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.

• 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 accounting standards hadbeen followed along with proper explanation relating to material departures;

(B) the directors have 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 of the profit and lossof the company for that period;

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

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

(/) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.


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: 19th May 2017