Apex Capital and Finance Ltd.
|BSE: 541133||Sector: Financials|
|NSE: N.A.||ISIN Code: INE758W01019|
|BSE 00:00 | 29 Jul||Apex Capital and Finance Ltd|
|NSE 05:30 | 01 Jan||Apex Capital and Finance Ltd|
|BSE: 541133||Sector: Financials|
|NSE: N.A.||ISIN Code: INE758W01019|
|BSE 00:00 | 29 Jul||Apex Capital and Finance Ltd|
|NSE 05:30 | 01 Jan||Apex Capital and Finance Ltd|
Your Directors have the pleasure to present the 34th Annual Report of Apex Capital and Finance Limited (Company) for the year ended March 31 2019 along with the audited standalone financial statements for the year ended March 31 2019.
Your Company was incorporated under the Companies Act 1956 on June 18 1985. The Company is a Non-Deposit Accepting Non-Banking Finance Company (NBFC) holding Certificate of Registration No. B.14.00473 from the Reserve Bank of India (RBI) dated May 6 2002. The Equity Shares of the Company are currently listed on BSE Limited (BSE) with effect from 23rd March 2018.
The Company's financial results on standalone basis are as under:
(Amount in Rs.)
The Company is a Non-Banking Financial Company registered with Reserve Bank of India. There has been no change in the nature of business of the Company during the period under review.
During the year under review the performance of the Company is upto the level of expectation. Due to the finance cost there was a slight dip in the profit margin during the year under report. The revenue of the Company for the year ended March 31 2019 stood at Rs. 2.49 Crore as against Rs. 1.71 Crore for the previous year. The Net Profit for the financial year ended March 31 2019 stood at Rs. 0.42 Crore as against the previous year's Net Profit of Rs. 0.44 Crore. The Reserves and Surplus as at March 31 2019 stood at Rs. 18.33 Crore as against Rs. 17.91 Crore in the previous year. The above figures are extracted from the financial statements as per Indian Generally Accepted Accounting Principles (GAAP).
STATE OF THE COMPANY'S AFFAIRS:
Your Company continues to take effective steps in broad- based range of activities as the Company is a NBFC and the main business of the Company is to make loans and advances. The performance of the Company during the period under review has been satisfactory.
TRANSFER TO RESERVES:
As per the provisions of Section 45-IC of the Reserve Bank of India Act 1934 the Company is required to transfer an amount not less than twenty percent of its net profit every year to statutory reserve. Therefore the Company has transferred an amount of Rs. 841665/- being twenty percent of the net profits of the Company for the financial year ended on March 312019 to Statutory Reserve.
In view of need to conserve the resources of the Company for the future growth the Directors of the Company have not recommended any dividend for the Financial Year 2018-19.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
In the opinion of the Board there has been no material changes and commitments if any affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.
As at March 31 2019 your Company do not have any subsidiary and associate company. During the year under review neither any company becomes subsidiary/associate nor ceased to be a subsidiary/associate of your Company.
Risk Management activity identifies communicate and manage risks across the organization. It also ensures that responsibilities have been appropriately delegated for risk management. Key Risk and mitigation measures are provided in Management Discussion and Analysis annexed to the Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has in place adequate internal financial controls across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the year such controls were tested and no reportable material weakness in the design or operation was observed.
The Company believes in conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism honesty integrity and ethical behaviour. The Company is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct. In order to maintain the standards the Company has adopted a Whistle Blower Policy to provide a framework to promote responsible and secure whistle blowing. The Board of Directors of your Company has adopted the Vigil Mechanism and/or Whistle Blower Policy in compliance to Companies Act 2013 and other applicable regulations. The Vigil Mechanism and/or Whistle Blower Policy can be accessed at www.apexfinancials.in
The Company seeks to nurture a mutually beneficial relationship with its employees. The relationship is characterized by the investment which the Company makes in its employees by providing challenging roles and assignments opportunities for personal growth relevant and timely performance support training and an enabling environment. The Company seeks to create a workplace which combines achievement orientation with care for employees. The Company lists `people' as one of its stated core values.
Your Company takes the pride in the Commitment Competence and Dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR policies to the growing requirements of the business.
The Company has complied and continues to comply with all the applicable regulations circulars and guidelines issued by the Ministry of Corporate Affairs (MCA) Securities and Exchange Board of India Stock Exchanges NSDL/CDSL and Reserve Bank of India (RBI) etc.
During the year under review the Company has not accepted any deposits from the public under Section 73 of the companies Act 2013 and rules made thereunder. There is no unclaimed or unpaid deposit lying with the Company.
As a Non-Deposit accepting Non-Banking Finance Company your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.
CHANGE OF NAME OF COMPANY:
During the year under report with the approval of Members of the Company Reserve Bank of India Registrar of Companies NCT of Delhi and Haryana and BSE Limited the Company has changed its name from Apex Home Finance Limited to Apex Capital and Finance Limited w.e.f November 28 2018.
SHIFTING OF REGISTERED OFFICE:
During the year under report the Company has shifted its Registered Office from L-/5-6 Green Park Extension New Delhi-110016 to L-3 Green Park Extension New Delhi- 110016 w.e.f March 28 2019 to carry out the business of the Company efficiently.
CHANGES IN DIRECTORS AND KEY MANAERIAL PERSONNEL:
During the period under report there was no change in composition of Board of Directors of the Company. In terms of provisions of Section 152(6) of the Companies Act 2013 and the Articles of Association of the Company Mr. Sumit Choudhary Director of the Company would retire by rotation and being eligible for reappointment have offered himself for reappointment at the Annual General Meeting. His details as required by Secretarial Standards-2 are provided in the Explanatory Statement to the Notice of Annual General Meeting of the Company. None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164 of the Companies Act 2013.
Further during the year under report Sh. Dinesh Kumar resigned from the position of Company Secretary w.e.f 30.06.2018 and Sh. Phul Jha was appointed as Company Secretary of the Company w.e.f 16.08.2018. Sh. Phul Jha was also designated as the Compliance Officer of the Company.
DECLARATION BY INDEPENDENT DIRECTOR:
The Company has received necessary declarations from the Independent Directors stating that they meet the criteria of Independence as specified in Section 149(6) of the Companies Act 2013 and Listing Regulations.
BOARD OF DIRECTORS AND ITS COMMITTEES:
Composition of the Board of Directors
As on date of this report the Board of Directors of the Company comprises of Five Directors out of which two are Non-Executive Independent Directors. The composition of Board of Directors is in compliance with provisions of Section 149 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
COMMITTEES OF THE BOARD:
The Audit Committee is consisting of following Directors of the Company:
During the year under review the Board accepted all the recommendations made by the Audit Committee of the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company comprises of following Directors of the Company:
Stakeholders Relationship Committee
The Stakeholders Relationship Committee was formed to resolve the issues relating to shareholders interest and to look after/approve the transfer of shares. The constitution of the said Committee are as under:
The Stakeholder Relationship Committee looks into the redressal of the shareholders complaints in respect of any matter including transfer of shares non-receipt of annual report non-receipt of declared dividend etc.
The Board of Directors of the Company at their meeting held on November 14 2018 constituted a Securities Committee to ease out the process of issue and allotment of securities in future. The constitution of the said Committee are as under:
Finance and Executive Committee
The Board of Directors of the Company had constituted a Finance & Executive Committee to look after the day to day activities of the Company. The constitution of the said Committee are as under:
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Company's policy on director's appointment and remuneration including criteria for determining qualifications positive attributes independence of a director and other matters provided under Sub Section (3) of Section 178 of the Companies Act 2013 as is adopted by the Board.
The Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board. As per such policy candidates proposed to be appointed as Directors on the board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened meeting. The Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications positive attributes and independence of a Director and recommend to the Board a policy relating to the Remuneration for the Directors Key managerial Personnel and other employees. The Nomination and Remuneration Committee shall ensure that:
a. The level and composition of remuneration is reasonable and sufficient to attract retain and motivate Directors to run the Company successfully;
b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c. Remuneration to Directors and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. During the year under review none of the Directors of the Company have received any remuneration.
EVALUATION OF DIRECTORS. BOARD AND COMMITTEES:
As required under the provisions of Section 134(3)(p) the Board has carried out an annual performance evaluation of its own performance and the manner in which such performance evaluation was carried out is as under:
The performance evaluation framework is in place and has been circulated to all the Directors to seek their response on the evaluation of the entire Board of Directors.
The criteria of evaluation is exercise of responsibilities in a bona fide manner in the interest of the Company striving to attend meetings of the Board of Directors/ Committees of which he/she is a member/general meetings constructively and actively in the meetings of the board/Committees of the Board etc.
MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of the Company met four times during the financial year 2018-19. The agenda and notice for the Meetings are prepared and circulated in advance to the Directors. The necessary quorum was present in all the meetings. The intervening gap between two meetings was not more than one hundred and twenty days as prescribed by the Companies Act 2013.
Details of the Board and Committee Meetings
Details of the meetings and various committees along with dates are as below:
Attendance of Directors/Members at Board and Committee Meetings
As per Standard 9 of the secretarial standards on Meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India (`ICSI') the attendance of Directors at Board and Committee meetings held during the Financial Year 2018-19 are provided as under:
CODE OF CONDUCT:
Directors Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the Chairman of the Board is attached as Annexure A which forms part of this Report of the Directors. The Code of conduct is available on the Company's website www.apexfinancials.in
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 a detailed Management Discussion and Analysis Report has been appended separately which forms part of this report as Annexure-B .
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given below:
a. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year: Not Applicable since no remuneration has been paid to any of the Directors during FY 2018-19
b. The percentage increase in remuneration of each Director Chief Executive Officer Chief Financial Officer Company Secretary or Manager if any in the Financial Year: There is no increase in the salary of any Key Managerial Personnel during the year under report therefore the clause is not applicable;
c. The percentage increase in the median remuneration of employees in the financial year: NIL
d. The number of Permanent employees on the rolls of the Company as at March 312019: 7 (Seven)
e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There has been no increase in the salaries of the Key Managerial Personnel hence no comparison can be made.
f. The key parameters for any variable component of remuneration availed by the Directors: NIL
g. Affirmation that the remuneration is as per the remuneration policy of the Company: It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.
DISCLOSURE UNDER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014:
There are no directors/employees in the Company who are in receipt of the remuneration in FY 2018-19 in excess of the limit mentioned in Rule 5(2)(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The other details as required under Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has been provided at www.apexfinancials.in
PARTICULARS OF LOANS GUARANTEES & INVESTMENTS:
Particulars of loans guarantees and investments under Section 186 of the Act during the year under report are provided in the notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The main business of the Company is financing and granting loan to others. All related party transactions entered into with related parties during the year under report are being approved by the Audit Committee and/or the Board of Directors of the Company. The Audit Committee decided that such transactions are in the ordinary course of business and are on arm's length basis. None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act 2013. Even though the provisions of the Companies Act 2013 read with rules made thereunder regarding related party transaction are not attracted to such transactions as these are in ordinary course of business and on an arm's length basis some transactions were material related party transactions by virtue of the Listing Regulations and hence the Board and Audit Committee has approved/ratified them. All related party transactions so entered are disclosed in Note No. 26 of Financial Statements of the Company as attached herewith. Information on all transactions with related party pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are also annexed in Form AOC-2 as Annexure- C and the same forms part of this report. The policy relating to related party transactions duly approved by the Board of Directors of the Company has been placed on the Company's website at www.apexfinancials.in
EXTRACTS OF ANNUAL RETURN:
The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act and as prescribed in Rule 12 of the Companies (Management and Administration) Rules 2014 is enclosed as Annexure D to this Report. The Annual Return in Form MGT-7 as required under Section 92(3) of the Act has been hosted on the website of the Company at www.apexfinancials.in
Since the paid-up capital of the Company is less than Rs. 10 crores and Net Worth is less than Rs. 25 Crores the provisions of Corporate Governance as stipulated under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are not applicable to the Company. A certificate to this effect is enclosed as Annexure-E which forms part of this report. However your Company has made every effort to comply with the provisions of the Corporate Governance and to ensure that the interest of the Shareholders and the Company are properly served. It has always been the Company's endeavor to excel through better Corporate Governance and fair & transparent practices many of which have already been in place even before they were mandated by the law of land. The management of the Company believes it will further enhance the level of Corporate Governance in the Company.
CERTIFICATE UNDER REGULATION 34(3) OF SEBI LISTING REGULATIONS:
The Company has obtained a Certificate pursuant to the Regulation 34(3) read with Schedule V of the Listing Regulations from M/s S. Behera & Co. Company Secretaries confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of the Companies either by Securities and Exchange Board of India or the Ministry of Corporate affairs or any other Statutory Authorities. The said certificate forms part of this report as Annexure-F.
AUDIT & AUDITORS' REPORT:
Statutory Auditors and their Report
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014 M/s Shailendra Goel & Associates Chartered Accountants New Delhi (FRN: 013670N) the Statutory Auditors of the Company can hold office upto the conclusion of the 37th Annual General Meeting of the Company.
The Notes to Accounts forming part of the financial statements are self-explanatory and need no further explanation.
There are no qualifications or adverse remarks in the Auditors Report which require any clarification or explanation.
Secretarial Auditors and their Report
As required under the provisions of Section 204 of the Companies Act 2013 the Secretarial Audit has been carried out by M/s. S. Behera & Co. Company secretaries New Delhi (CP No. 5980) for the FY 2018-19 and their Report forms part of this Annual Report as Annexure G.
The said report does not contain any adverse observation or disqualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act 2013.
Pursuant to the provisions of Section 204 read with Companies (Accounts) Rules 2014 and other applicable provisions if any of the companies Act 2013 the Board in their meeting held on 30.05.2019 has appointed M/s S. Behera & Co. Company Secretaries New Delhi (CP No. 5980) as the Secretarial Auditors of the Company for the Financial Year 2019-20.
Pursuant to the provisions of Section 138 read with Companies (Accounts) Rules 2014 and other applicable provisions if any of the Companies Act 2013 the Board of Directors of the Company in their meeting held on 30.05.2019 has appointed Mrs. Vandana Tarika Chartered Accountant New Delhi as the Internal Auditor of the Company for Financial Year 2019-20.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company is primarily engaged in NBFC activities. Being a NBFC and not involved in any industrial or manufacturing activities the Company has no particulars to report regarding conservation of energy and technology absorption as required under Section 134 of the Companies Act 2013 and Rules made there under. During the year under review the Company does not have any Foreign Exchange Earnings and outgo.
DIRECTOR'S RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(51 OF THE COMPANIES ACT 2013:
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 the Directors of your Company confirm that:
a. In the preparation of the annual accounts for the financial year ended March 31 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the Financial Year and of the Profit of the Company for that period;
c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. The Board of Directors prepared the annual accounts for financial year ended March 312019 on a `Going Concern' basis.
e. The Board of Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and have been operating efficiently.
f. The Board of Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.
g. The Board of Directors have adopted policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
The Company has familiarized the Independent Directors with the Company their roles responsibilities in the Company nature of industry in which the Company operates business model of the Company etc.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to the provisions of Section 135 of the Companies Act 2013 read with the rules made there under the criteria for complying with the CSR activity does not apply to the Company throughout the year.
FIT AND PROPER CRITERIA:
All the Directors meet the fit and proper criteria stipulated by RBI.
MAINTENANCE OF COST RECORDS:
The provisions of Section 148(1) of the Companies Act 2013 read with Companies (Cost Records and Audit) Rules 2014 are not applicable to your Company for the F.Y. 2018-19.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has complied with the provisions relating to the constitution of the Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
Further during the year under report the Company has not received any complaint of Sexual Harassment pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
During the year under report there are no significant material orders passed by the regulators/courts/tribunals which would impact the going concern status of your Company and its future.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):
During the period under report there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act 2013.
The Directors express their sincere gratitude to the Reserve Bank of India Securities and Exchange Board of India BSE Limited Ministry of Finance Ministry of Corporate Affairs Registrar of Companies other government and regulatory authorities lenders financial institutions and the Company's bankers for the ongoing support extended by them. The Directors also place on record their sincere appreciation for the continued support extended by the Company's stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company across all levels resulting in successful performance during the year
For and on behalf of the Board of Directors of Apex Capital and Finance Limited