Your Directors have the pleasure to present the 32nd Annual Report ofthe Apex Home Finance Limited ("Company") for the year ended March 31 2017along with the audited standalone financial statements for the year ended March 31 2017.
Your Company was incorporated under Companies Act 1956 on June 18 1985. The Companyis 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 06 2002. The Equity Shares of the Company were listed onDelhi Stock Exchange Limited (DSE) which was derecognized by SEBI w.e.f. November 192014. Hence the Company will no more be treated as a listed company in accordance with theprovisions of the Companies Act 2013. Your Directors are ensuring proper compliances asper the applicable laws and are in the process of getting the Company listed on a StockExchange having nationwide trading terminals.
|The Companys financial results on standalone basis are as under: || || |
| || ||(Amount in Rs.) |
|Description ||Standalone |
| ||2017 ||2016 |
|Total revenue ||12180488 ||409188 |
|Expenses: || || |
|Employee Benefit Expenses ||1015499 ||336890 |
|Other Expenses ||845751 ||59514 |
|Profit before tax ||10319238 ||12784 |
|Tax Expenses: || || |
|Less: Current tax ||3425532 ||4403 |
|Less: Tax for earlier years ||115176 ||- |
|Profit after tax ||6778530 ||8381 |
|Earnings Per Share (EPS) || || |
|Basic ||1.15 ||0.00 |
|Diluted ||1.15 ||0.00 |
The Company is a Non-Banking Financial Company registered with the Reserve Bank ofIndia. There has been no change in the business of the Company during the year underreview.
The revenue of the Company for the year ended March 31 2017 stood at Rs. 12180488/-as against Rs. 409188/- for the previous year. The Net Profit for the financial yearended March 31 2017 stood at Rs. 6778530/- as against the previous years NetProfit of Rs. 8381/-. The Reserves and Surplus as of March 31 2017 stood at Rs.174712997/- as against Rs. 207400987/- of the period as of March 31 2016. The abovefigures are extracted from the financial statements as per Indian Generally AcceptedAccounting Principles (GAAP).
STATE OF THE COMPANYS AFFAIRS:
Your Company continues to take effective steps in broad-based range of activities asthe Company is a NBFC and the main business of the Company is to make loans &advances. The performance of the Company during the period under review has beensatisfactory.
TRANSFER TO RESERVES:
As per provisions of Section 45-IC of Reserve Bank of India Act 1934 the NBFC Companyis required to transfer an amount not less than twenty percent of its net profit everyyear. Therefore the Company has transferred an amount of Rs. 1355706/- being twentypercent of the net profits of the Company for the financial year ended on March 31 2017to the Statutory Reserve.
In view of need to conserve the resources of the Company for the future growth yourCompanys Directors do not recommend any dividend to the shareholders of the Companyfor the Financial Year 2016-17.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
In the opinion of the Board there has been no material changes and commitments ifany affecting the financial position of the Company which have occurred between the endof the financial year of the Company to which the financial statements relate and the dateof the report.
As at March 31 2017 your Company do not have any subsidiary and associate company.During the year under review neither any company becomes subsidiary/associate nor ceasedto be a subsidiary/associate of your Company.
During the year under report the Company has increased its Authorised Capital from Rs.2.50 crore to Rs. 6.00 Crore vide approval of the shareholders in their meeting held30.09.2016
Further the paid up equity share capital as on March 31 2017 was Rs. 59199780.There was no public issue rights issue or preferential issue etc. during the year.However during the year under report the Company has issued 3946652 fully paid BonusShares to the existing shareholders in the ratio of 2:1 i.e. 2 equity share for every oneequity share held by capitalizing an amount of Rs. 39466520/- out of share premiumaccount.
The Company has not issued shares with differential voting rights sweat equity sharesnor has it granted any stock options.
RISK MANAGEMENT POLICY:
Risk Management Policy identifies communicate and manage risks across theorganization. The policy also ensures that responsibilities have been appropriatelydelegated for risk management. Key Risk and mitigation measures are provided in theManagement 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 itseffectiveness. During the year such controls were tested and no reportable materialweakness in the design or operation was observed.
The Company believes in the conduct of its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behaviour.The Company is committed to develop a culture in which every employee feels free to raiseconcerns about any poor or unacceptable practice and misconduct. In order to maintain thestandards the Company has adopted a Whistle Blower Policy to provide a framework topromote responsible and secure whistle blowing. The Board of Directors of your Company hasadopted the Vigil Mechanism and Whistle Blower Policy in compliance to Companies Act 2013and other applicable regulations.
The Company seeks to nurture a mutually beneficial relationship with its employees.This relationship is characterized by the investment which the Company makes in itsemployees by providing challenging roles and assignments opportunities for personalgrowth relevant and timely performance support training and an enabling environment. TheCompany seeks to create a workplace which combines achievement orientation with care foremployees. The Company lists people as one of its stated core values.
Your Company takes the pride in the Commitment Competence and dedication shown by itsemployees in all areas of business. Various HR initiatives are taken to align the HRPolicies to the growing requirements of the business.
The Company has complied and continues to comply with all the applicable regulationscirculars and guidelines issued by the Ministry of Corporate Affairs (MCA) Reserve Bankof India (RBI) etc.
During the year under review the Company has not accepted any deposits from the publicunder Section 73 of the Companies Act 2013 and rules made thereunder. There is nounclaimed or unpaid deposit lying with the Company.
As a Non Deposit taking Non-Banking Finance Company your Company always aims tooperate in compliance with applicable RBI laws and regulations and employs its bestefforts towards achieving the same.
CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL:
During the period under report:
Sh. Shekhar Singh was appointed as an additional director of the Company w.e.f.01.09.2016 and reappointed in the Annual General Meeting held on 30.09.2016. Further hewas appointed as the Managing Director of the Company w.e.f. 01st February2017 for a period of 5 Years.
Sh. Sandeep Singh was appointed as an additional director of the Company w.e.f.01st September 2017. As per the provisions of Section 161 of the CompaniesAct 2013 he can hold office only up to the date of the ensuing Annual General Meetingand is eligible for re-appointment.
Sh. Surender Singh was appointed as an additional director of the Company w.e.f.01st November 2016. Further he has resigned from the directorship of theCompany w.e.f 24.08.2017.
Sh. Sumit Choudhary (DIN-02586702) who retires by rotation in terms of Section152(6) of the Companies Act 2013 and being eligible offers himself for re-appointment.
Sh. Ramesh Shah and Smt. Promila Bhardwaj were appointed as an additionaldirector(s) (independent) of the Company w.e.f. 01st September 2017. As perthe provisions of Section 161 of the Companies Act 2013 they can hold office only up tothe date of the ensuing Annual General Meeting and are eligible for re-appointment.
Ms. Darpan Gupta was appointed as a Company Secretary of the Company w.e.f.01.11.2016 and resigned w.e.f
Mr. Dinesh Kumar was appointed as a Company Secretary of the Company w.e.f.01.09.2017.
Mr. Vivek Mathur was appointed as Chief Financial Officer of the Company w.e.f01.02.2017. Further due to his personal reason he has resigned from the office of CFOw.e.f. 15.05.2017. Further Mr. Amit Kumar was appointed as the Chief Financial Officer ofthe Company w.e.f. 20.05.2017.
EVALUATION OF DIRECTORS BOARD AND COMMITTEES:
As required under the provisions of Section 134(3)(p) the Board has carried out anannual performance evaluation of its own performance and the manner in which suchperformance evaluation was carried out is as under:
The performance evaluation framework is in place and has been circulated to all thedirectors to seek their response on the evaluation of the entire Board of Directors. TheNomination and Remuneration & Compensation Committee has carried out evaluation ofdirectors performance.
The criteria of evaluation is exercise of responsibilities in a bona fide manner in theinterest of the Company striving to attend meetings of the Board of Directors/Committeesof which he/she is a member/general meetings participating constructively and actively inthe meetings of the Board /committees of the Board etc.
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES:
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given below:
a. The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year: Not Applicable since no remuneration hasbeen paid to any directors during FY 2016-17
b. The percentage increase in remuneration of each Director Chief Executive OfficerChief 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 underreport.
c. The percentage increase in the median remuneration of employees in the financialyear: NIL
d. The number of Permanent employees on the rolls of the Company: 8 (Eight)
e. average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: There hasbeen no increase in the salaries of the Key Managerial Personnel hence no comparison canbe made.
f. The key parameters for any variable component of remuneration availed by thedirectors: 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 theRemuneration Policy of the Company.
DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION ORMANAGERIAL PERSONNEL) RULES 2014:
There is no directors/employees in the Company for which disclosure have to be madeunder the provisions of Rule 5 (2) & (3) of the Companies (Appointment andRemuneration or Managerial Personnel) Rules 2014.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Companys policy on directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under sub section (3) of Section 178 of the Companies Act2013 as is adopted by the Board.
The Company has adopted a comprehensive policy on Nomination and Remuneration ofDirectors on the Board. As per such policy candidates proposed to be appointed asDirectors on the Board shall be first reviewed by the Nomination and RemunerationCommittee in its duly convened Meeting. The Nomination and Remuneration Committee shallformulate the criteria for determining the qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theRemuneration for the Directors Key Managerial Personnel and other employees. TheNomination and Remuneration Committee shall ensure that
a. The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors to run the Company successfully;
b. Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
c. Remuneration to directors and senior management involves a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals. During the year under review none of the Directorsof the company receive any remuneration.
Since the Delhi Stock Exchange where the equity shares of the Company were listed hasbeen derecognized by the SEBI w.e.f. November 19 2014. Hence the Company will no more betreated as a listed company as per the provisions of the Companies Act 2013. Hence theCompany has not appointed any Independent Director during the year under report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS: N. A.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
Particulars of loans guarantees and investments under Section 186 of the Act duringthe year under report are provided in the notes to the financial statements if any.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year under report the Company has not entered any transactions/contracts/arrangements with related parties. Hence provisions of Section 188(1) of the CompaniesAct 2013 are not applicable and consequently no particulars in Form AOC-2 are required tobe furnished.
MEETINGS OF THE BOARD:
The Board of Directors of the Company met Twelve (12) times during the financial year2016-17. The Agenda and Notice for the Meetings are prepared and circulated in advance tothe Directors. The necessary quorum was present in all the meetings. The intervening gapbetween any two meetings was not more than one hundred and twenty days as prescribed bythe Companies Act 2013.
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 FiveDirectors out of which two are Non-Executive Independent Directors. The composition of theBoard of Directors is in compliance with provisions of Section 149 of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Declaration by Independent Directors:
The Company has received necessary declarations from the Independent Directors statingthat they meet the criteria of independence as specified in Section 149(6) of theCompanies Act 2013 and Listing Regulations.
COMMITTEES OF THE BOARD:
The Board of Directors of the Company has re-constituted an Audit Committee to lookafter the Internal Control system of the Company and to review the financial statementsinter alia. The said Committee is consisting of the following directors of the Company:
|Sh. Ramesh Shah ||- Chairman |
|Smt. Promila Bhardwaj ||- Member |
|Sh. Shekhar Singh ||- Member |
During the year under review the Board accepted all the recommendations made by theAudit Committee of the Board.
Nomination and Remuneration Committee:
The Board of Directors of the Company has re-constituted a Nomination and RemunerationCommittee to look remuneration and compensation of the employees and directors of theCompany. The said Committee is consisting of the following directors of the Company:
|Sh. Ramesh Shah ||- Chairman |
|Smt. Promila Bhardwaj ||- Member |
|Sh. Sumit Choudhary ||- Member |
Stakeholders Relationship Committee:
The Board of Directors of the Company has earlier constituted a committee named asShareholder Grievances & Share
Transfer Committee which was renamed as "Stakeholders RelationshipCommittee" to resolve the issues relating to shareholders interest and to look afterthe approval and execution of transfer of shares. The said Committee is consisting of thefollowing directors of the Company:
|Sh. Sumit Choudhary ||- Chairman |
|Sh. Shekhar Singh ||- Member |
|Sh. Sandeep Singh ||- Member |
The Stakeholders Relationship Committee looks into the redressal of the shareholderscomplaints in respect of any matter including transfer of shares non receipt of annualreport non -receipt of declared dividend etc.
AUDIT & AUDITORS REPORT:
Statutory Auditors and their Report:
M/s. BLY & Associates Chartered Accountants (FRN 012899N) New Delhi theStatutory Auditors of the Company will retire at the conclusion of the 32ndAnnual General Meeting of the Company. They are not eligible for reappointment in terms ofthe provisions of the Companies Act 2013.
The Management has approached M/s Shailendra Goel & Associates CharteredAccountants New Delhi (FRN-013670N) for their appointment as Statutory Auditors of theCompany for a period of 5 years. They have agreed for the same and the Company hasreceived a certificate and declaration under the provisions of Section 139 and 141 of theCompanies Act 2013 from the said Auditors that they are eligible and not disqualified tohold office as the Auditors of the Company. The Board recommends their appointment for aperiod of 5 years.
Necessary resolution for appointment of the said Auditors is included in the Notice ofAnnual General Meeting for seeking approval of members.
The Notes to Accounts forming part of financial statements are self-explanatory andneed no further explanation. There are no qualifications or adverse remarks in theAuditors Report which require any clarification or explanation.
Secretarial Auditors and their Report:
As required under provisions of Section 204 of the Companies Act 2013 the SecretarialAudit has been carried out by M/s. S. Behera & Co. Company Secretaries New Delhi (CPNo. 5980) in Form MR-3 for the FY 2016-17 and forms part to this report as Annexure-I.
The said report does not contain any adverse observation or qualification requiringexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.
Pursuant to the provisions of Section 138 read with Companies (Accounts) Rules 2014and other applicable provisions if any of the Companies Act 2013 the Board in theirmeeting held on 25.05.2017 has appointed Ms. Vandana Tarika Chartered Accountant NewDelhi as the Internal Auditors of the Company for the Financial Year 2017-18.
EXTRACTS OF ANNUAL RETURN:
The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013(Companies Act) and as prescribed in Form No. MGT-9 of the Companies (Management andAdministration) Rules 2014 is appended as Annexure-II to this Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company is primarily engaged in NBFC activities. Being a NBFC and not involved inany industrial or manufacturing activities the Company has no particulars to reportregarding conservation of energy and technology absorption as required under section 134of the Companies Act 2013 and Rules made there under. During the year under review theCompany does not have any Foreign Exchange Earnings and outgo.
DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (5) OF THECOMPANIES ACT 2013:
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 the Directors of your Company confirm that:
a. In the preparation of the Annual Accounts for the financial year ended March 312017 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures;
b. The Directors have selected such accounting policies and applied them consistentlyand made judgements 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 of 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 for the financial year ended March31 2017 on a "going concern basis".
e. The Board of Directors have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively.
f. The Board of Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
g. The Board of Directors have adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to the Companys policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
Since the paid- up capital of the Company is less than Rs. 10 Crores and Net worth isless than Rs. 25 Crores the provisions of the Corporate Governance as stipulated underRegulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are not applicable to the Company. However your Company has made every effort tocomply with the provisions of the Corporate Governance and to see that the interest of theShareholders and the Company are properly served.
It has always been the Companys endeavour to excel through better CorporateGovernance and fair & transparent practices many of which have already been in placeeven before they were mandated by the law of land. The management of the Company believesthat it will further enhance the level of Corporate Governance in the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to provisions of Section 135 of the Companies Act 2013 read with the rulesmade there under the criteria for complying with the CSR activity does not applicable tothe Company throughout the year.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules there under theCompany has not received any complaint of sexual harassment during the year under review.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There has been no significant and material order passed by any regulator courts ortribunals impacting the going concern status and operations of the Company in future.
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 appendedseparately which forms part of this report as Annexure-III.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):
During the year under review there were no frauds reported by the Statutory Auditorsto the Audit Committee or the Board under Section 143(12) of the Companies Act 2013.
Your Directors take this opportunity to express the gratitude to all investorsclients vendors bankers regulatory and government authorities stock exchanges andbusiness associates for their cooperation encouragement and continued support extended tothe Company. Your Directors also wish to place on record their appreciation to theemployees and associates for their continued support and unstinting efforts in ensuring anexcellent all round operational performance at all levels.
| ||For and on behalf of the Board of Directors |
| ||Apex Home Finance Limited |
|Place: New Delhi || |
|Date: September 1 2017 ||(Sumit Choudhary) |
| ||Chairman |
| ||DIN: 02586702 |
| ||R/o-U-2 Block-U Green Park Main New Delhi-110016 |