To The Members ALPS MOTORS FINANCE LIMITED
Your Directors have pleasure in presenting the 32nd Annual Report on the business andoperations of the Company together with the Audited Statement of Accounts and theAuditors' Report of your Company for the financial year ended 31st March 2019.
The summarized performance of the Company for the years 2018-2019 and 2017-2018 isgiven below:
|Particulars || |
Financial Year Ended
| ||March 31 2019 ||March 31 2018 |
| ||(in Rs.) ||(in Rs.) |
|Total Income ||3870858314.00 ||653071395.00 |
|Total Expenditure ||3907305977.00 ||652595013.00 |
|Profit after Depreciation but before Tax ||(36447663.00) ||476382.00 |
|Less: || || |
|Current Tax || ||123242.00 |
|Deferred Tax ||259.00 ||(687.00) |
|Profit From continuing Operations ||(36447922.00) ||353827.00 |
|Profit/(Loss) from discontinuing operations ||- ||- |
|Profit / (Loss) After Tax ||(36447922.00) ||353827.00 |
During the year under review Your Company has recorded a total income of Rs. 3870858314/-against Rs. 653071395/- in the previous year. Profit/loss after taxation for thefinancial year ended on 31st March 2019 is Rs. (36447922/-) against Rs. 353827/-in the previous year.
RESERVE AND SURPLUS
The company has incurred Profit of Rs. 16227494/- in 31st March 2019. Therefore itwas being transferred to the reserve and surplus.
To Plough back the profits into the business the Board of Directors has not declaredany dividend during the year.
CHANGE IN THE NATURE OF BUSINESS
During the year the Company has not changed its nature of business.
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.
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.
During the year under Review There is no Postal Ballot conducted by the company.
CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT
There was no change found to the Share Transfer Agent during the period under review.
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.
RISK MANAGEMENT POLICY
Therefore in accordance with the provisions of the Companies Act 2013 the Boardmembers were informed about risk assessment and minimization procedures after which theBoard formally adopted steps for framing implementing and monitoring the risk managementplan for the company.
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-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.
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 annexed herewith as Annexure to this Report.
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.
Annexure to the Directors Report Disclosure under Section 197(12) of the Companies Act2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given below:
|Sr. No. ||Name of Director/KMP and Designation ||Remuneration of Director/ KMP for FY 2018-19 (Rs.) ||% increase in Remuneration in FY 2018-19** ||Ratio of Remuneration of Director to Median Remuneration of employees ||Ratio of Remuneration of Director to Median Remuneration of Employees |
|1. ||N.A ||Nil ||N.A ||N.A ||N.A |
The number of permanent employees as on 31st March 2019 was 3. Average of remunerationof employees excluding KMPs Nil
No employee's remuneration for the year 2018-19 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 KMPsand other employees is in accordance with the Remuneration 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 31 2019 NOT APPLICABLE NAME OF THE COMPANIES WHICH HAVE BEENBECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March 2019 provision of section 129of the Companies Act 2013 is not applicable.
STATE OF COMPANY AFFAIRS:
The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.
In accordance with the provisions of Section 139 of the Companies Act 2013 the Boardof Directors of the company has proposed the re-appointment of M/s Manoj Raj &Associates Chartered Accountants (FRN 017373N) as the statutory auditors of the Companyfor the financial year 2019-20. The Board has recommended the appointment of M/s. ManojRaj & Associates Chartered Accountants (FRN 017373N) by the shareholders at theforthcoming Annual General meeting. The Company has received a letter from M/s. Manoj Raj& Associates Chartered Accountants confirming their eligibility under Section 141 ofthe 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.
MAINTENANCE OF COST RECORD:
Maintenance of Cost record as specified by the Central Government under sub-section (1)of Section 148 of the Companies Act 2013 is not applicable on the Company.
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2019 made under theprovisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as Annexure.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(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.
RELATED PARTY TRANSACTIONS
There are no Related Party Transactions during the year under review
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.
DIRECTORS & COMMITTEES:
a. Changes in Directors and Key Managerial Personnel
During the Year under review there is no change in the composition of the Board ofDirectors. The Board remains the same.
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 2013 and ListingAgreement.
c. Formal Annual Evaluation
Pursuant to the provisions of companies Act 2013 and applicable provisions of ListingAgreement the Board has carried out annual performance evaluation of its own performancethe directors individually as well the evaluation of the working of its Audit Nomination& Remuneration and Stakeholder committee. The manner in which the evaluation has beencarried out has been explained in Corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year Board Meetings were convened and held. The details of which are givenbelow. The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
|S. No. ||Date of Meeting ||Total No. of Directors on the Date of Meeting ||No. of Directors Attended |
|1 ||26th May 2018 ||4 ||4 |
|2 ||10th August 2018 ||4 ||4 |
|3 ||21st August 2018 ||4 ||4 |
|4 ||13th November 2018 ||4 ||4 |
|5 ||01st January 2019 ||4 ||4 |
|6 ||14th February 2019 ||4 ||4 |
EXTRAORDINARY GENERAL MEETINGS DURING THE FINANCIAL YEAR 2018-19
There is no Extraordinary General Meeting Convened during the Financial Year 2018-19.
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 Audit Committee also advises the Management on the areas where internal controlsystem can be improved. The Terms of reference of the Audit Committee are in accordancewith Regulation 18 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and Section 177 of the Companies Act 2013 asfollows:
Oversight of the Issuer's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;
Recommending to the Board the appointment re-appointment and if requiredthere
Placement or removal of the statutory auditor and the fixation of audit fees.
Approval of payment to Statutory Auditors for any other services rendered by thestatutory auditors.
Reviewing with the management the annual financial statements beforesubmission to the board for approval with particular reference to:
i.Matters required to be included in the Directors' Responsibility Statement to beincluded in the Board's report
ii. Any changes in accounting policies and practices and reasons for the same;
iii. Major accounting entries involving estimates based on exercise of judgment bymanagement;
iv. Significant adjustments made in the financial statements arising out of auditfindings;
v. Compliance with listing and other legal requirements relating to financialstatements;
vi. Disclosure to any related party transactions;
vii. Qualifications in the draft audit report;
Reviewing with the management the half yearly financial statements beforesubmission to the Board for approval;
Reviewing with the management performance of statutory and internal auditorsadequacy of internal control systems;
Reviewing the adequacy of internal audit function including the structure ofthe internal
audit department staffing and seniority of the official heading the departmentreporting structure coverage and frequency of internal audit;
Discussion with internal auditors any significant findings and follow upthereon;
Reviewing the findings of any internal investigations by the internal auditorsinto matters
where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matters to the Board;
Discussion with Statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;
Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.
During the year ended on 31st March 2019 the composition of Audit Committee has beenas under:
|a. Mr. Suneel Kumar (Member) - ||Non Executive and Independent Director |
|b. Mr. Sushil Kumar (Chairperson) - ||Non Executive and Independent Director |
|c. Ms. Sunila Sabharwal (Member) - ||Executive Director |
During the Financial year 2018-19 Four (4) meeting of Audit Committee was held i.e.26th May 2018 10th August 2018 13th November 2018 and 14th February 2019.
NOMINATION & REMUNERATION COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of Section 178 of the Companies Act 2013and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) 2015.
During the year ended on 31st March 2019 the composition of Nomination andRemuneration Committee has been as under:
a. Mr. Anil Kumar Gupta (Member) -Non Executive and Non Independent Director
b. Mr. Suneel Kumar (Chairperson) - Non Executive and Independent Director
A. Mr. Sushil Kumar (Member) - Non Executive and Independent Director
During the financial year 2018-19 Four (4) meeting of Remuneration Committee was heldi.e. 27th May 2018 10th August 2018 13th November 2018 and 14th February 2019.
TERMS OF REFERENCE
The terms of reference of Remuneration Committee includes the following:
The remuneration committee recommends to the board the compensation terms of theexecutive directors.
The committee to carry out evolution of every director's performance and recommend tothe board his/her appointment and removal based on the performance.
The committee to identify persons who may be appointed in senior management/Director inaccordance with the criteria laid down.
Framing and implementing on behalf of the Board and on behalf of the shareholders acredible and transparent policy on remuneration of executive directors including ESOPPension Rights and any compensation payment.
Considering approving and recommending to the Board the changes in designation andincrease in salary of the executive directors.
Ensuring the remuneration policy is good enough to attract retain and motivatedirectors.
Bringing about objectivity in deeming the remuneration package while striking a balancebetween the interest of the Company and the shareholders."
STAKEHOLDER RELATIONSHIP COMMITTEE
The Company has duly constituted Stakeholder Relationship Committee to align with therequirements prescribed under the provisions of Section 178 of the Companies Act 2013 andRegulation 20 of SEBI (Listing Obligations and Disclosure Requirements) 2015.
Our Company has constituted a Stakeholder Relationship Committee to redress thecomplaints of the shareholders. The committee currently comprises of three Directors. Mr.Suneel Kumar is the Chairman of the committee.
|a. Mr. Suneel Kumar (Member) ||- ||Non Executive and Independent Director |
|b. Mr. Sushil Kumar (Chairperson) ||- ||Non Executive and Independent Director |
|c. Ms. Sunila Sabharwal (Member) ||- ||Executive Director |
During the Financial year 2018-19 Four (4) meeting of Stakeholder RelationshipCommitee Committee was held i.e. 27th May 2018 10th August 2018 13th November 2018and 14th February 2019.
ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee of our Board look into:
The redressal of investors complaints viz. non-receipt of annual reportdividend payments etc.
Matters related to share transfer issue of duplicate share certificatedematerializations.
Also delegates powers to the executives of our Company to process transfers etc.
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.
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 WOMAN 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. As per the requirement of the Sexual Harassment of Womenat Workplace (Prevention Prohibition & Redressal) Act 2013 and Rules madethereunder your Company has constituted Internal Committees (IC). While maintaining thehighest governance norms to build awareness in this area the Company has been conductinginduction / refresher programmes in the organization on a continuous basis. During theperiod under review there was no women employee employed in the company. So there was nocomplaint on sexual harassment during the year under review.
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 M/s. Abhishek Sharma & Associates Practicing Company Secretary inPractice to undertake the Secretarial audit of the Company. The Secretarial Auditor Reportprovided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure A.
The Company had appointed Ms. Sunila Sabharwal as Chief Financial Officer and Ms.Sushma Bharti Goswamy as the Company Secretary w.e.f 01st January 2019. The Management ofthe company is in process of ensuring that e - filing with Registrar of Companies NCT ofDelhi & Haryana to be completed within time in order to avoid the additional fee fordelay submissions. Further necessary steps has been taken to ensure that timelyintimations to be sent to the Stock Exchange.
CORPORATE GOVERNANCE REPORT
A report on Corporate Governance along with a certificate regarding the complianceswith conditions of Corporate Governance as per Chapter IV of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed tothis report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 15 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report ispresented in the separate section and forms an integral part of the Directors Report andattached.
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 provisionsof all applicable laws and that such systems were adequate and operating effectively.
The board wishes to express and place on records its gratitude for the faith reposed inand cooperation extended to the company by the shareholders of the company. Your directorswish to place on record their deep sense of appreciation for the devoted and sincereservices of the executives staff and workers of the company for its success.
| ||FOR AND ON BEHALF OF THE BOARD |
| ||ALPS MOTORS FINANCE LIMITED |
| ||Sd/- ||Sd/- |
|Date: 30.08.2019 ||SUSHIL KUMAR ||SUNILA SABHARWAL |
|Place: Delhi ||DIN: 07100214 ||DIN: 02340208 |
| ||E-128 Shubhash Vihar ||49 Gujrawala Town |
| ||North Ghonda Gali No.5 ||Part-II Mukherjee Nagar |
| ||F-Block Delhi-110053 ||New Delhi-110009 |