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Abhinav Leasing & Finance Ltd.

BSE: 538952 Sector: Financials
NSE: N.A. ISIN Code: INE211D01027
BSE 13:07 | 25 May 2.99 0.14
(4.91%)
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2.99

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2.99

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NSE 05:30 | 01 Jan Abhinav Leasing & Finance Ltd
OPEN 2.99
PREVIOUS CLOSE 2.85
VOLUME 24141
52-Week high 5.16
52-Week low 0.68
P/E
Mkt Cap.(Rs cr) 15
Buy Price 2.99
Buy Qty 61724.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.99
CLOSE 2.85
VOLUME 24141
52-Week high 5.16
52-Week low 0.68
P/E
Mkt Cap.(Rs cr) 15
Buy Price 2.99
Buy Qty 61724.00
Sell Price 0.00
Sell Qty 0.00

Abhinav Leasing & Finance Ltd. (ABHINAVLEASING) - Director Report

Company director report

Dear Members

Abhinav Leasing and Finance Limited

The Board of Directors hereby pleasure to present business and operation of yourcompany along with audited financial statements for the financial year ended March 312021.

FINANCIAL SUMMARY

(Amount in Rs.)

PARTICULARS F.Y. 2020-21 F.Y. 2019-20
Sales/ Income from operations 744168526.00 302345523.00
Total Expenses (743496338.00) (302176747.00)
Profit/ (loss) before exceptional item and tax 672356.00 228800.00
Less: Exceptional Items 0.00 0.00
Profit/ (loss) before tax for the year 672356.00 228800.00
Less: Income tax and deferred tax expenses (194793.00) (76301.00)
Profit after tax for the year 867149.00 152498.00
Other Comprehensive Income/ Loss 0.00 0.00
Net Profit/ Loss for the Year 867149.00 152498.00

COMPANY'S PERFORMANCE

Your Company has delivered another year during the year company's performance wasbetter than previous year and management is working upon to maintain this advancement forfuture year as well so that performance would be better.

CHANGE IN NATURE OF BUSINESS

During the year there was no change in nature of business of the company.

DIRECTORS

Composition of Board of Directors:-

S.NO. NAME DESIGNATION
1. Mr. Atul Kumar Agarwal Director
2. Mrs. Mamta Agarwal Managing Director
3. Mr. Himanshu Agarwal Director /CFO
4. Mr. Rajeev Garg* Director
5. Mr. Nikhil Bansal Director
6 Mr. Ankit Kumar Agarwal** Director

*Mr. Rajeev Garg appointed in the Board w.e.f. 20.04.2021

**Mr. Ankit Kumar Agarwal resigned from the company on 31.12.2020.

Rotation of Director

Mr. Atul Kumar Agarwal (DIN 00022779) is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible offer himself for reappointment.

CHANGE IN DIRECTORSHIP

During the year there Mr. Ankit Kumar Agarwal has resigned from the post ofDirectorship due to some personal reason and Mr. Rajeev Garg appointed in the Board.

SUBSIDIARY COMPANIES. IOINT VENTURES & ASSOCIATE COMPANIES

As on 31st March 2021 the Company has no Subsidiary Joint-Venture orAssociate companies.

CONSOLIDATED FINANCIAL STATEMENT

As the Company have no Subsidiary Joint-Venture or Associate companies as on 31stMarch 2021. Hence there is no requirement for the company to prepare ConsolidatedFinancial Statements.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section143 of the Act read with relevant Rules framed there under either to the Company or to theCentral Government.

CORPORATE GOVERNANCE

Even though as per the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the company yet the company has been indulged in theenhancement of shareholder value through sound business decisions prudent to financialmanagement and high standard of ethics throughout the organization.

DEPOSITS

During the year under review the Company has not accepted any deposit falling withinthe meaning of section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year there was no significant and material order passed by any regulators orcourt or tribunal which would impact the going concern status and company's operations infuture.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The internal Audit functions reports to the Chairman of theAudit Committee and to Chairman and Managing Director of the Company.

M/s ANVC & Co (Chartered Accountants FRN No. 028429N) is appointed as InternalAuditor of the company.

The Internal Audit monitors and evaluates the efficiency and adequacy of internalcontrol systems in the company. It's compliances with operating systems accountingprocedure and policies at all locations of the Company.

DISCLOSURE OF COST RECORD

The provision of Section 148 (1) shall not apply to company hence; there is norequirement to maintain cost audit record in company as specified by central Government.

MEETING OF BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Six (6) Board Meetings held. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013.

During the year from 1st April 2020 to 31st March 2021 the Boardof Directors met Six (6) times 10.07.2020 14.09.2020 01.10.2020 10.11.2020 31.12.2020and 11.02.2021.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 your Directors report as under:

a) That in the preparation of the annual accounts the applicable accounting standardshave been followed.

b) That 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 or loss of the company for that period.

c) That 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) That the Directors have prepared the annual accounts on a going concern basis.

e) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively.

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

DECLARATION BY INDEPENDENT DIRECTOR

The Company Board has two (2) Independent Directors i.e. Mr. Rajeev Garg and Mr. NikhilBansal. Mr. Ankit Kumar Agarwal resigned on December 31 2020. The company has receivednecessary declaration from both Directors under section 149 of the Companies Act 2013that they meet the criteria of Independence laid down in section 149 of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive non-executive andindependent Director to maintain the independence of the Board and separate its functionsof governance and management. As of March 31 2021 the Board had five (5) Directors.

The Policy of the company on directors' appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of section 178 of Companies Act 2013is in place and maintained by company as per law.

EXPLANATIONS BY BOARD ON QUALIFICATIONS BY STATUTORY AUDITOR. SECRETARIAL AUDITOR

There are no qualifications in report of Statutory Auditor's however SecretarialAuditor's has given one qualification that there was intermittent vacancy of CompanySecretary. Board has provided explanation that Company Secretary of Company has resignedon dated 13th September; 2019 despite best efforts Company could not getappoint company secretary on time due to COVID-19 and Nationwide lockdown. Board hasappointed Company Secretary w.e.f. 01.10.2020.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENT

The Company has not given any loan or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company withthe Promoters Key Management Personnel or other designated persons which may havepotential conflict with interest of the Company at large. The AOC-2 as per the CompaniesAct 2013 has been attached herewith under "Annexure A".

RESERVES

The Company has profit of 867149/- for the financial year ended on 31st March 2021.This amount transferred to reserve in the year 2021-22.

DIVIDENDS

The management believes that the profits earned during the financial year must beretained and redeployed for the operations of the Company. As the Company needs furtherfunds to enhance its business operations upgrade the efficiency and to meet out thedeficiencies in working capital the Directors do not recommend any dividend on EquityShares for the financial year 2020-21.

MATERIAL CHANGES AND COMMITMENTS

There is no material change took place between the end of the financial year of thecompany to which the financial statements relate and the date of the report in the companywhich may affect the financial position of the company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be furnished under section 134 (3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology absorption and Foreign Exchange earnings and outgo is annexed in "Annexure B" herewith and forming part of this report.

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy forthe company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company.

BUSINESS RISK MANAGEMENT

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities.

Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk. As a matter of policy these risks are assessed and steps as appropriateare taken to mitigate the same.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company needs not to comply with the provisions of Section 135 of Companies act2013 as the company does not fall in eligibility ambit of Corporate Social Responsibilityinitiatives.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2021 was 49980000.00 @Rs. 1.00/- per equity share. The Company not issued shares with differential voting rightsnor granted stock options nor sweat equity.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualevaluation of its own performance its Committees as well as the Directors individually.

The outcome of the Board evaluation was discussed by the Nomination & RemunerationCommittee and at the Board Meeting held on February 11 2021 and improvement areas werediscussed.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all level.

NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking FinanceCompany vide Registration No. B-14.02146 Dated 21st November 2000. YourCompany is categorized as a Nondeposit taking Non-Banking Financial Company. The Companyhas not accepted any deposit from the public during the year pursuant to the provisions ofSection 73 of Companies Act 2013.

COMPLIANCE WITH RBI GUIDELINES

Your Company has complied with all the regulations of Reserve Bank of India as on 31stMarch 2021; applicable to it as Non-Deposit taking Non-Banking Finance Company.

SECURITIES AND EXCHANGE BOARD OF INDIA fLISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS. 2015

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2"dSeptember 2015 of Securities and Exchange Board of India (Listing Obligations AndDisclosure Requirements) Regulations 2015 the Paid up equity capital as on the last dayof previous financial year i.e. on 31st

March 2020 was 49980000 and Net Worth was ' 55531820.00/-

Therefore in terms of the said circular the compliance with the corporate governanceprovisions as specified in Regulations 17 18 19 20 2122 23 24 25 26 27 andclauses fb) to fi) of sub regulation (2) of regulation 46 and Para C D and E of ScheduleV are not applicable to our Company during the year 2020-21.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Code of Conduct for the members of the Board and Senior ManagementPersonnel is placed on companies' website www.abhinavleasefinltd.in

AUDIT COMMITTEE

The Audit Committee of the Company duly constituted by the following members:-

i) Mr. Rajeev Garg

ii) Mr. Nikhil Bansal

iii) Mr. Himanshu Agarwal

iv) Mr. Ankit Kumar Agarwal*

*The Chairman of the Audit Committee is Mr. Rajeev Garg appointed w.e.f. 20thApril 2021 in place of Mr. Ankit Kumar Agarwal who resigned from the company on31.12.2020.

Meetings of the Committee:

The Committee met 4 (Four) times on 10.07.2020 14.09.2020 10.11.2020 and 11.02.2021during the financial year 2020-21.

The Minutes of the Meetings of the Audit Committee are discussed and taken note by theboard of directors.

The Statutory Auditor Internal Auditor and Executive Directors/ Chief FinancialOfficer are invited to the meeting as and when required.

The Composition of the Audit Committee and Their Attendance at the Meeting:

Name Of Members Category / Designation No. of Meetings Attendance Percentage (%)
Held Attended
Ankit Kumar Agarwal Chairperson 4 3 75
Nikhil Bansal Member 4 4 100
Himanshu Agarwal Member 4 4 100

No sitting fees have been paid to any director during the year. The remuneration paidto all Key managerial Personnel was in accordance with remuneration policy adopted by thecompany.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company duly constituted by thefollowing members:-

i) Mr. Nikhil Bansal

ii) Mr. Rajeev Garg

iii) Mr. Atul Kumar Agarwal

iv) Mr. Ankit Kumar Agarwal*

*The member of the Audit Committee is Mr. Rajeev Garg appointed w.e.f. 20thApril 2021 in place of Mr. Ankit Kumar Agarwal who resigned from the company on31.12.2020.

The Committee met 4 (Four) times on 10.07.2020 14.09.2020 10.11.2020 11.02.2021during the financial year 2020-21.

The Composition of the Nomination and Remuneration Committee and Their Attendance atthe Meeting:

Name Of Members Category / Designation No. of Meetings Attendance Percentage (%)
Held Attended
Ankit Kumar Agarwal Chairperson 4 3 75
Nikhil Bansal Member 4 4 100
Atul Kumar Agarwal Agarwal Member 4 4 100

No sitting fees have been paid to any director during the year. The remuneration paidto all Key managerial Personnel was in accordance with remuneration policy adopted by thecompany.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company duly constituted by thefollowing members:-

i) Mr. Nikhil Bansal

ii) Mr. Atul Kumar Agarwal

iii) Mr. Himanshu Agarwal

The Committee met 4 (Four) times on 10.07.2020 14.09.2020 10.11.2020 11.02.2021during the financial year 2020-21.

The Composition of the Stakeholder Relationship Committee and their Attendance at theMeeting:

Name Of Members Category / Designation No. of Meetings Attendance Percentage (%)
Held Attended
Nikhil Bansal Agarwal Chairperson 4 4 100
Atul Kumar Agarwal Member 4 4 100
Himanshu Agarwal Member 4 4 100

No sitting fees have been paid to any director during the year. The remuneration paidto all Key managerial Personnel was in accordance with remuneration policy adopted by thecompany.

INDEPENDENT DIRECTOR MEETING

During F.Y. 2020-21 one (1) meeting of the Independent Directors was held on 10thNovember 2021. The Independent Directors inter-alia reviewed the performance ofNon-Independent Directors Board as a whole and Chairman of the Company taking intoaccount the views of executive directors and non-executive directors.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate in securities by the Directors and designated employees of the Company. TheCode requires preclearance for dealing in the Company's shares and prohibits the purchaseor sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board Directors and the designated employees have confirmed compliance with thecode.

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st MARCH. 2021

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 as a part of this Annual Report as "Annexure C". Web address of Annualreturn: http://abhinavleasefinltd.in/

SECRETARIAL AUDIT REPORTS:

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S RICHA DHAMIJA AND COMPANY PRACTICING COMPANY SECRETARY to undertakethe Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure D" inthe Form MR-3.

AUDITORS REPORTS

M/S MOON AND COMPANY CHARTERED ACCOUNTANT (FRN 0024693N) who have been theStatutory Auditor of the Company for the F.Y. 2016-2021 for the term of Five (5) Yearshas been over.

M/S MOON AND COMPANY hereby again appointed for the term five (5) year for the F.Y.2021-2026 as Statutory Auditor of the Company.

As per the MCA Notification Dated 7th May 2018 read with The Companies(Amendment) Act 2017 also read with section 139 of Companies Act 2013 there is no needto ratify the term of auditor in every ensuing Annual General Meeting till thecontinuation of his term. Hence no resolution required to be inserted for ratification ofStatutory Auditor. The Independent Auditor Report is annexed herewith.

PARTICULARS OF EMPLOYEES

Information as per Section 134 of the Companies Act 2013 read with Companies(Particulars of Employees) Rules 1975 are given in the statement which from a part ofthis report. However as per the provisions of section 136 of the Companies Act 2013 thereport and accounts are being sent to all shareholders of the Company excluding theaforesaid information. Any shareholder interested in obtaining a copy of the particularsmay write to the Company's Registered Office.

LISTING WITH STOCK EXCHANGES

The Company has not paid the Annual Listing Fees for the year 2021-22 to BSE where theCompany's Shares are listed.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AND REDRESSAL) ACT. 2013

The company has complied with the provision relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013 and also SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as follows:

a. number of complaints filed during the financial year : Nil

b. number of complaints disposed of during the financial year : Nil

c. number of complaints pending as on end of the financial year : Nil

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the services rendered bythe employees of the Company. They are grateful to shareholders bankers depositorscustomers and vendors of the company for their continued valued support. The Directorslook forward to a bright future with confidence.

CAUTIONARY STATEMENT

The statements contained in the Board's Report contain certain statements relating tothe future and therefore are forward looking within the meaning of applicable securitieslaws and regulations various factors such as economic conditions changes in governmentregulations tax regime other statues market forces and other associated and incidentalfactors may however lead to variation in actual results.

For and on behalf of the Board Abhinav Leasing and Finance Limited

Place: Delhi Mamta Agarwal Atul Kumar Agarwal
Dated: 03 .09.2021 (DIN:02425119) (DIN:00022779)
(Managing Director) (Director)

.