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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
OPEN 48.00
PREVIOUS CLOSE 45.60
VOLUME 12
52-Week high 48.00
52-Week low 0.00
P/E 69.09
Mkt Cap.(Rs cr) 27
Buy Price 45.60
Buy Qty 5.00
Sell Price 45.60
Sell Qty 5.00
OPEN 48.00
CLOSE 45.60
VOLUME 12
52-Week high 48.00
52-Week low 0.00
P/E 69.09
Mkt Cap.(Rs cr) 27
Buy Price 45.60
Buy Qty 5.00
Sell Price 45.60
Sell Qty 5.00

Apex Capital and Finance Ltd. (APEXCAPFIN) - Director Report

Company director report

To

The Members

Your Directors have the pleasure to present the 36th Annual Report of ApexCapital and Finance Limited ("Company") for the year ended March 31 2021 alongwith the audited standalone financial statements for the year ended March 31 2021.

BACKGROUND:

Your Company was incorporated under the Companies Act 1956 on June 18 1985. TheCompany 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"). The Equity Shares of the Company are currently listed with BSE Limited(BSE) with effect from 23rd March 2018.

FINANCIAL SUMMARY:

The Company's financial results on standalone basis are as under:

(Amount in Rs.)

Particulars Standalone
FY 2020-21 FY 2019-20
Total Revenue 50490086.00 67661643.00
Expenses:
Employee Benefit Expenses 5529700.00 4059665.00
Depreciation 107688.00 102711.00
Finance Cost 33410895.00 54769702.00
Administration & Other Expenses 3150577.00 2893104.00
Profit Before Tax 8291226.00 5836461.00
Tax Expenses:
Less: Current Tax 2110648.00 1530459.00
Add/Less: Deferred Tax (Assets)/Liability (4084.00) (3688)00
Less: Tax for earlier years 0.00 146575.00
Profit After Tax 6184662.00 4163115.00

BUSINESS PERFORMANCE:

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 underreview.

During the year under review the performance of the Company has been significantlyaffected due to the Covid-19 epidemic situation and complete nationwide lockdown almostthroughout the year.

At the beginning of FY 2020-21 the COVID-19 pandemic was spreading across the worldresulting a global crisis. Almost all the countries in the world were significantlyaffected.

Our Country also started to witness the impact of the pandemic with a rising number ofpeople getting infected across the country. In order to enforce social distancing norms tocontain the spread of this disease a nationwide lockdown was imposed which affectedvarious business segments in various manufacturing and service sectors. The Government ofIndia ('Gol') and the Reserve Bank of India ('RBI') had announced several measures tominimise the adverse economic impact on the business caused by this pandemic.

In spite of the best management effort the revenue of the Company has fallen by 25% inthis Financial Year. The total revenue of the Company for the year ended March 31 2021stood at Rs. 50490086/- as against Rs. 67661643/- for the previous year. However theNet Profit for the financial year ended March 31 2021 stood at Rs. 6184662/- as againstNet Profit of Rs. 4163115/- in previous year due to the finance cost which is lesserthan the cost of previous year. The Reserves and Surplus as at March 31 2021 stood at Rs.193648889/- as against Rs. 187464227/- in the previous year.

STATE OF THE COMPANY'S 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 and advances.

TRANSFER TO RESERVES:

As per the provisions of Section 45-IC of the Reserve Bank of India Act 1934 theCompany is required to transfer an amount not less than twenty percent of its net profitevery year to statutory reserve. Therefore the Company has transferred an amount of Rs.1236932/- being twenty percent of the net profits of the Company for the financial yearended on March 31 2021 to Statutory Reserve.

DIVIDEND:

In order to conserve the resources of the Company for the future growth the Directorsof the Company do not recommend any dividend to the shareholders for the Financial Year2020-21.

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

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 this Report.

SUSIDIARIES:

As at March 31 2021 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.

RISK MANAGEMENT:

Risk Management activity identifies communicate and manage risks across theorganization. It also ensures that responsibilities have been appropriately delegated forrisk management. Key Risk and mitigation measures are provided in Management Discussionand 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.

VIGIL MECHANISM:

The Company believes in 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/or Whistle Blower Policy in compliance to Companies Act2013 and other applicable regulations. The Vigil Mechanism and/or Whistle Blower Policycan be accessed at www.apexfinancials.in

HUMAN. RESOURCE:

The Company seeks to nurture a mutually beneficial relationship with its employees. Therelationship is characterized by the investment which the Company makes in its employeesby providing challenging roles and assignments opportunities for personal growth relevantand timely performance support training and an enabling environment. The Company seeksto create a workplace which combines achievement orientation with care for employees. TheCompany 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.

COMPLIANCE:

The Company has complied and continues to comply with all the applicable regulationscirculars and guidelines issued by the Ministry of Corporate Affairs (MCA) Securities andExchange Board of India Stock Exchanges NSDL/CDSL and Reserve Bank of India (RBI) etc.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD-1 & SECRETARIAL STANDARD-2:

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to 'Meetings of theBoard of Directors' and 'General Meetings' respectively issued by the Institute ofCompany Secretaries of India have been duly complied by your Company during the periodunder report.

PUBLIC DEPOSITS:

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.

RBI GUIDELINES:

As a Non-Deposit accepting 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 AND KEY MANAGERIAL PERSONNEL:

During the period under report there was no change in composition of Board ofDirectors of the Company. In terms of provisions of Section 152(6) of the Companies Act2013 and the Articles of Association of the Company Mr. Sumit Choudhary Director(DIN-02586702) of the Company will retire by rotation and being eligible forreappointment have offered himself for reappointment at the ensuing Annual GeneralMeeting. His details as required by Secretarial Standard-2 are provided in the ExplanatoryStatement to the Notice of Annual General Meeting of the Company. None of the Directors ofthe Company are disqualified from being appointed as Directors as specified under Section164 of the Companies Act 2013. Further Sh. Amit Kumar has resigned from the Post of ChiefFinancial Officer (CFO) of the Company w.e.f. close of business hour on 14.08.2021. Themanagement of your Company is in the process of hiring of a new CFO.

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.

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 ofBoard of Directors is in compliance with provisions of Section 149 of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

COMMITTEES OF THE BOARD:

 

Audit Committee

The Audit Committee is consisting of 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 Nomination and Remuneration Committee of the Company comprises of followingDirectors of the Company:

Sh. Ramesh Shah - Chairman

Smt. Promila Bhardwaj - Member

Sh. Sumit Choudhary - Member

Stakeholders Relationship Committee

The Stakeholders Relationship Committee was formed to resolve the issues relating toshareholders interest and to take note of/approve the transfer of shares. The constitutionof the said Committee isas under:

Sh. Sumit Choudhary - Chairman

Sh. Shekhar Singh - Member

Sh. Sandeep Kumar - Member

The Stakeholder 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.

Securities Committee

The Board of Directors of the Company had constituted a "SecuritiesCommittee" to ease out the process of issue and allotment of securities infuture. The constitution of the said Committee is as under:

Sh. Ramesh Shah - Chairman

Sh. Shekhar Singh - Member

Sh. Sumit Choudhary - Member

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. Theconstitution of the said Committee is as under:

Sh. Shekhar Singh - Chairman

Sh. Sumit Choudhary - Member

Sh. Sandeep Kumar - Member

COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company's policy on director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under Sub Section (3) of Section 178 of the Companies Act 2013 as isadopted 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 hasformulated the criteria for determining the qualifications positive attributes andindependence of a Director and recommended to the Board a policy relating to theRemuneration for the Directors Key managerial Personnel and other employees which wasalready approved by the Board. The Nomination and Remuneration Committee shall ensurethat:

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 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 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.

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 constructively and actively in the meetingsof the board/Committees of the Board etc.

The Board of Directors of the Company met four times during the financial year 2020-21.The agenda and notice for the Meetings are prepared and circulated in advance to theDirectors. The necessary quorum was present in all the meetings.

Details of the Board and Committee Meetings

Details of the meetings and various committees along with dates are as below:

Board/ Committee No. of Meetings Date of Meetings
1 Board Meeting 4 30.07.2020
31.08.2020
12.11.2020
11.02.2021
2 Audit Committee 4 30.07.2020
31.08.2020
12.11.2020
11.02.2021
3 Nomination and Remuneration Committee 1 31.03.2021
4 Stakeholders' Relationship Committee 1 16.03.2021

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') theattendance of Directors at Board and Committee meetings held during the Financial Year2020-21 are provided as under:

Name of Director Board Meeting Audit Committee Meeting Nomination and Remuneration Committee Meeting Stakeholders' Relationship Committee Meeting
Sh. Sumit Choudhary 4 N.A. 1 1
Sh. Shekhar Singh 4 4 N.A. 1
Sh. Sandeep Kumar 4 N.A. N.A. 1
Sh. Ramesh Shah 4 4 1 N.A.
Smt. Promila Bhardwaj 4 4 1 N.A.

CODE OF CONDUCT:

Directors Key Managerial Personnel and senior management of the Company have confirmedcompliance with the Code of Conduct applicable to the Directors and employees of theCompany and the declaration in this regard made by the Chairman of the Board is attachedas Annexure "A" which forms part of this Report of the Directors. TheCode 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 appendedseparately 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 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 of the Directors during FY 2020-21;

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 therefore the clause is not applicable;

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 as at March 31 2021:7 (Seven)

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(21 & (31 OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES. 2014

There are no directors/employees in the Company who are in receipt of the remunerationin FY 202021 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 asrequired under Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 has been provided at www.apexfmancials.in

PARTICULARS OF LOANS GUARANTEES & 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The main business of the Company is financing and granting loan to others. All relatedparty transactions entered into with related parties during the year under report arebeing approved by the Audit Committee and/or the Board of Directors of the Company. TheAudit Committee decided that such transactions are in the ordinary course of business andare on arm's length basis. Even though the provisions of the Companies Act 2013 read withrules made thereunder regarding related party transaction are not attracted to suchtransactions as these are in ordinary course of business and on an arm's length basissome transaction were material related party transactions by virtue of the ListingRegulations and hence the Board and Audit Committee has approved /ratified them. Allrelated party transactions so entered are disclosed in Note No. 27 of Financial Statementsof the Company as attached herewith. Information on all transactions with related partypursuant 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 sameforms part of this report. The policy relating to related party transactions duly approvedby the Board of Directors of the Company has been placed on the Company's website atwww.apexfinancials.in

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 copyof the Annual Return of the Company is placed on the website of the Company and isaccessible at the web-link: www.apexfinancials.in.

CORPORATE GOVERNANCE:

Since the Paid-up Equity Share Capital of the Company is less than Rs. 10 crore butthe Net Worth has increased to Rs. 25.28 Crore which is more than the threshold limit i.e.Rs. 25 Crore the Company is required to Comply with the Corporate Governance asstipulated in Regulation 15(2) of the SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015 within 6 months from the last day of the previous financialyear i.e. 31.03.2021.

Further the Company is in the process of complying with the requirements of Regulation27(2) and other provisions of Corporate Governance applicable to the Company by 30.09.2021(within 6 months from the last day of the previous financial year i.e. 31.03.2021 whereonthe provisions becomes applicable to the Company) A certificate to this effect isenclosed as Annexure-"D" which forms part of this report. However yourCompany has made every effort to comply with the provisions of the Corporate Governanceand to ensure that the interest of the Shareholders and the Company are properly served.It has always been the Company's endeavour to excel through better Corporate Governanceand fair & transparent practices many of which have already been in place even beforethey were mandated by the law of land

The management of the Company believes it will further enhance the level of CorporateGovernance 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 withSchedule V of the Listing Regulations from M/s. S. Behera &. Co. CompanySecretaries confirming that none of the Directors on the Board of the Company has beendebarred or disqualified from being appointed or continuing as Directors of the Companieseither by Securities and Exchange Board of India or the Ministry of Corporate affairs orany other Statutory Authorities. The said certificate forms part of this report as Annexure-"E".

AUDITORS AND THEIR REPORTS:

During the period under review M/s Shailendra Goel & Associates CharteredAccountants (FRN: 013670N) the Statutory Auditors of the Company have shown theirunwillingness to continue as the Auditors of the Company and tendered their resignationfrom the Auditorship of the Company w.e.f the close of business hour of 14.08.2021.Further pursuant to provisions of Section 139(8) of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 the Board of Directors of the Company in theirmeeting held on 14.08.2021 has appointed M/s Mahesh Kumar & Company CharteredAccountants New Delhi (FRN: 09668N) as the Statutory Auditors of the Company to fill thecasual vacancy caused by the resignation of M/s Shailendra Goel & AssociatesChartered Accountants (FRN: 013670N) subject to shareholders' approval in their ensuingAnnual General Meeting. The Board has proposed to approve the aforesaid appointment byshareholders at the ensuing Annual General Meeting. Necessary resolutions in this respecthave been given in the Notice of Annual General Meeting.

Further as per the provisions of Section 139 (8) of the Companies Act 2013 M/s MaheshKumar & Company Chartered Accountants New Delhi (FRN: 09668N) can hold office tillthe conclusion of the ensuing Annual General Meeting. The Board has proposed there-appointment of M/s Mahesh Kumar & Company Chartered Accountants New Delhi (FRN:09668N) for a period five years by the Shareholders at the ensuing Annual GeneralMeeting. Necessary resolution in this respect has been given in the Notice of AnnualGeneral Meeting

The Company has obtained a consent letter/certificate from M/s Mahesh Kumar &Company Chartered Accountants New Delhi (FRN: 09668N) to the effect that theirappointment if made would be within the limit prescribed under Section 139 of theCompanies Act 2013 and that they are not disqualified within the meaning of Section 141of the Companies Act 2013.

The Notes to Accounts forming part of financial statements are self-explanatory andneed no further explanation.

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification or explanation.

Further no frauds were reported by the Statutory Auditors of the Company in terms ofSection 143 (12) of the Companies Act 2013 read with Rules made thereunder.

Secretarial Auditors and their Report

As required under the provisions of Section 204 of the Companies Act 2013 theSecretarial Audit has been carried out by M/s. S. Behera & Co. Company SecretariesNew Delhi (CP No. 5980) for the FY 2020-21 and their Report forms part of this AnnualReport as Annexure "F".

The said report does not contain any adverse observation or disqualification requiringexplanation 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 2014and other applicable provisions if any of the companies Act 2013 the Board in theirmeeting held on 14.08.2021 has appointed M/s S. Behera & Co. Company SecretariesNew Delhi (CP No. 5980) as the Secretarial Auditors of the Company for the Financial Year2020-21.

Internal Auditors

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 of Directorsof the Company in their meeting held on 14.08.2021 has appointed Mrs. Vandana TarikaChartered Accountant New Delhi as the Internal Auditor of the Company for Financial Year2020-21.

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.

DIRECTOR'S RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(5) OF THE COMPANIESACT. 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 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

b. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company at the end of the Financial Year and of the Profitof the Company for that period;

c. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions this Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities.

d. The Board of Directors prepared the annual accounts for financial year ended March31 2021 on a 'Going Concern' basis.

e. The Board of Directors have laid down internal financial controls to be followed byyour Company and that such internal financial controls are adequate and have beenoperating efficiently.

f. The Board of Directors have devised proper systems to ensure compliance withprovisions 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 Company's policies thesafeguarding 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.

FAMILARIZATION PROGRAMME;

The Company has familiarized the Independent Directors with the Company their rolesresponsibilities i the Company nature of industry in which the Company operates businessmodel of the Company etc.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 of the Companies Act 2013 read with therules made there under the criteria for complying with the CSR activity does not apply tothe 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 (CostRecords and Audit) Rules 2014 are not applicable to your Company for the F.Y. 2020-21.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION. PROHIBITION AND REPRESSAL) ACT. 2013:

The Company has complied with the applicable provisions of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 during the period under report.

Further during the year under report the Company has not received any complaint ofSexual Harassment pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition 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 theregulators/courts/tribunals which would impact the going concern status of your Companyand its future.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(121

During the period under report there were no frauds reported by the Statutory Auditorsto the Audit Committee or the Board under section 143(12) of the Companies Act 2013.

ACKNOWLEDGEMENT:

The Directors express their sincere gratitude to the Reserve Bank of India Securitiesand Exchange Board of India BSE Limited Ministry of Finance Ministry of CorporateAffairs Registrar of Companies other government and regulatory authorities lendersfinancial 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 supportextended by the Company's stakeholders and trust reposed by them in the Company. TheDirectors sincerely appreciate the commitment displayed by the employees of the Companyacross all levels resulting in successful performance during the year.

For and on behalf of the Board of Directors of
Place: New Delhi Apex Capital and Finance Limited
Date: August 14 2021 Sd/-
(Ramesh Shah)
Chairman
DIN:00029864
R/o-A-19 Geetanjali Enclave New Delhi-110017

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