ALPS MOTOR FINANCE LIMITED
Your Directors have pleasure in presenting before you the 30th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2017.
The summarized performance of the Company for the years 2016-17 and 2015-16 is givenbelow:
(Amt in Rs.)
|S. No. Particulars ||For the Financial Year ended as on 31st March 2016 ||For the Financial Year ended as on 31st March 2017 |
|1. Total Income/Loss ||11068314 ||10003571 |
|2. Less: Total Expenses ||10496901 ||9503095 |
|3. Profit Before Tax ||571413 ||500476 |
|4. Profit/Loss after Tax ||394845 ||345749 |
During the year under review the Company's income is Rs. 110.68 lakhs as againstincome of Rs. 100.03 lakh in 2015-16. The net profit after tax during the year has beenRs. 3.95 lakhs as against the net profit of Rs. 3.46 lakhs in the previous year.
RESERVES & SURPLUS
The amount of Rs. 394845/- Current year profit has been transferred in the reserveand Surplus.
To plough back the profits in to the business activities no dividend is recommendedfor the financial year 2016-17.
INCREASE IN AUTHORIZED SHARE CAPITAL
During the year under review Authorized Capital of the Company has been increased fromRs. 103000000/- to Rs. 100500000/- consisting of 100500000 (Ten Crore Five LakhsOnly) Equity shares of Rs.1/- (One) each in the 29th Annual General Meeting of the companyheld on 30th September 2016
ALLOTMENT OF EQUITY SHARES
During the year under review 1099100 equity shares has been allotted throughpreferential issue on the below mentioned dates:
2.75.000 Equity shares on 18.10.2016.
39.04.00 Equity shares on 21.10.2016.
433700 Equity shares on 25.10.2016.
CHANGE IN THE NATURE OF BUSINESS
During the year the Company has not changed its nature of business.
CHANGE OF RTA
During the year under review Registrar of Transfer agent of the company hastransferred the connectivity form Skyline Financial Services India Limited (Previous RTA)to MCS Share Transfer Agent Limited (New RTA) w.e.f. 14.12.2016 and same has intimated tothe stock exchange.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report regarding the compliances with conditions ofCorporate Governance as per Chapter IV of SECURITIES AND EXCHANGE BOARD OF INDIA (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 is annexed to this report.
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 have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
[The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.
The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc. The details of the Composition of the Audit Committee are given inthe Corporate Governance Report.
During the year there are no instances where the Board had not accepted therecommendations of the Audit Committee.
NOMINATION & REMUNERATION COMMITTEE & ITS POLICY
The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013.
The details of the Composition of the Nomination and Remuneration Committee are givenin the Corporate Governance Report.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company
RISK MANAGEMENT POLICY
The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides for constitution of a RiskCommittee which will work towards creating a Risk Register identifying internal andexternal risks and implementing risk mitigation steps. The Committee will on a quarterlybasis provide status updates to the Board of Directors of the Company.
The Company at its various meetings held during the Financial year 2016 -17 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company's policies proceduresand practices.
Periodic presentations are made to the Board and Board Committee meeting on Businessand performance updates of the Company Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given annexed:
The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RUTES. 2014
|Sr. Name of Director/KMP No. and Designation ||Remuneration of Director/ KMP for FY 2016-17 (Rs. In Lakhs) ||% increase in Remuneration in FY2016-17** ||Ratio of Remuneration of Director to Median Remuneration of employees ||Ratio of Remuneration of Director to Median Remuneration of Employees |
|2. Ms. Sunila Sabharwal Whole Time Director ||Nil ||Nil ||Nil ||Nil |
The number of permanent employees as on 31st March 2017 was 3.
Average of remuneration of employees excluding KMPs - Nil
No employee's remuneration for the year 2016-17 exceeded the remuneration of any of theDirectors.
Company's performance has been provided in the Directors' Report which forms part ofthe Board Report.
The key parameter for the variable component of key managerial personnel(s) is linkedwith Company performance and Individual performance.
The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIALYEAR ENDED MARCH 312017 -NOT APPLICABLE
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at workplace; the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 areeffective in the Company. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. The Company has in place an Anti Sexual Harassment Policyin line with the requirements of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013. All women employees (permanent contractualtemporary and trainee) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and disposed offduring the year:
a. No. of Complaints received: 0
b. No. of Complaints disposed off : 0
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhave on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors senior management and their Remuneration.
AUDITORS OBSERVATIONS / QUALIFICATIONS
The Auditors observations / qualifications are detailed in the Auditor's Report annexedhereto are self explanatory and be read together with the notes to the accounts in theSchedule annexed to the Account.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.
The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES
AND ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March 2017 provision of section 129of the Companies Act 2013 is not applicable.
In terms of the first proviso to section 139 of the Companies Act 2013 theappointment of the Auditors is to be placed for ratification at the Annual GeneralMeeting. Accordingly the appointment of M/s. Manoj Raj and Associates CharteredAccountants (Firm Registration number 017373N) as Statutory Auditors of the Company isplaced for ratification by the Shareholders. In this regard the Company has received aCertificate from the Auditors to the effect that if they are appointed it would be inaccordance with the provision of section 141 of the Companies Act 2013. The Report givenby the Statutory Auditors for the Financial Statements for the year ended March 31 2017read with explanatory notes thereon do not call for any explanation or comments from theBoard under Section 134(3) of the Companies Act 2013.
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form no. MGT - 9 has been annexed to the Report asAnnexure-1.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review. There was noforeign exchange earning & outgo during the financial year under review.
DIRECTORS & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
During the year under review 2016-17 Mr. Akash has resigned from the Directorship ofthe company w.e.f 28th February 2017 and Mr. Anil Kumar Gupta has been appointed asAdditional Director in place of him.
Further there is no change in the composition of Board of Directors during thefinancial year under review.
b) Declaration by an Independent Director(s) and re- appointment if any
All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and SEBI (ListingObligations & Disclosures Requirement) 2015.
c) Formal Annual Evaluation of Board
Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee. The manner in which the evaluation has been carried out has been explained inCorporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS a. BOARD MEETINGS
During the year 13 (Thirteen) Board Meetings were convened and held. The details ofwhich are given below. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013.
During the year the Board of your company met 13 (Thirteen) times on 09.05.21628.05.2016 31.05.2016
12.08.2016 02.09.2016 18.10.2016 21.10.2016 25.10.2016 14.11.2016 14.12.201614.02.2017 28.02.2017 and
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013. Details of attendance in the Meeting and other directorship etc havebeen given in the Corporate Governance Report.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. Sanjay Kumar Jha Proprietor of S. K. Jha & Associates CompanySecretaries to undertake the Secretarial audit of the Company. The Secretarial AuditorReport provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure-II.
With reference to the qualifications we wish to explain that the Company Secretary andChief Financial Officer will be appointed in the due time and same will be intimated tothe concerned authorities. The Company is properly redressing the shareholder grievancesand in the process of resolving them completely. As far as concerned with late intimationsand late filing that will be taken care in the future. Due to some inadvertent mistakePlace of AGM for the financial year ended on 31ST March 2016 wrongly mentioned in MGT-15.The Company will take care all these mistakes in future.
Auditors' observations are suitably explained in notes to the Accounts and areself-explanatory.
CORPORATE GOVERNANCE AND SHAREHOLDERS' INFORMATION
The Board of Directors support and adheres the principles of Corporate Governance andin addition to basic Corporate Governance issues the Board lays strong emphasis ontransparency accountability and integrity. Pursuant to Regulation 27 of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 Corporate Governance Report andAuditor's Certificate regarding compliance of the condition of Corporate Governance aremade part of the Annual Report.
Certificate from the Statutory Auditors of the company M/s. Manoj Raj & AssociatesChartered Accountants confirming the compliance with the conditions of CorporateGovernance is attached to this report.
There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under Section 134 of the Companies Act 2013 andCompanies (Particulars of Employees) Rules 1975.
During the year under review relationship with the employees is cordial.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that -
(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 provisions ofall applicable laws and that such systems were adequate and operating effectively.
Directors take this opportunity to express their thanks to various departments of theCentral and State Government Bankers Material Suppliers Customers and Shareholders fortheir continued support and guidance.
The Directors wish to place on record their appreciation for the dedicated efforts putin by the employees of the Company at all levels.
| || ||By Order of the Board of Directors |
| || ||ALPS MOTOR FINANCE LIMITED |
| ||Sd/- ||Sd- |
|Place: New Delhi ||Sunila Sabharwal ||Sushil Kumar |
|Date: 31/08/2017 ||Whole Time Director ||Director |
| ||DIN: 02340208 ||DIN: 07100214 |