The Members APM Finvest Limited
The Board of Directors are pleased to present the 5th (Fifth) Annual Report of theCompany together with the Audited Financial Statements for the Financial Year (FY) endedMarch 31 2021.
1. FINANCIAL SUMMARY
| || |
(Rs. in lakhs)
|Particulars ||2020-21 ||2019-20 |
|Total Revenue ||2283.81 ||169.70 |
|Total Expenses ||28.68 ||837.89 |
|Profit Before Tax ||2255.13 ||(668.19) |
|Less:- Tax (including deferred tax) ||267.71 ||(57.77) |
|Profit for the period ||1987.42 ||(610.42) |
|Other Comprehensive Income ||0.01 ||- |
|Total comprehensive profit for the year ||1987.43 ||(610.42) |
|Paid up Equity Share Capital (Face Value of Rs. 2/- per Share) ||432.23 ||432.23 |
|Basic and diluted EPS ||9.20 ||(2.82) |
2. STATE OF COMPANY AFFAIRS & OPERATIONS
The Company is registered with Reserve Bank of India as a Non-Deposit takingNon-Banking Financial Company (NBFC) and engaged primarily in the business of Investmentsand providing loans. The Company is listed on BSE Limited.
For the year ended March 31 2021 the Company earned Total Revenue of Rs. 2283.81 lakhsand a Net Profit (after tax expense) of Rs. 1987.42 lakhs resulting in an EPS of Rs.9.20.
The Company has a judicious balanced portfolio of Debt and Equity which has given goodreturns during the year. The Portfolio is constantly reviewed and adjusted as per markettrends and expectations. The Company is meeting the RBI criteria of Net Owned Funds whichit was unable to meet on 31st March 2020.
Your Directors are confident of good working results in the current year barring anyunforeseen circumstances.
3. CHANGE IN THE NATURE OF BUSINESS IF ANY
There is no change in the nature of business of your Company during the year underreview.
The spread of Covid-19 pandemic is having an unprecedented impact on the lives ofpeople and also the economy. The Company has evaluated the possible effects of thepandemic on the Company in the preparation of it's financial results including therealizable value of assets and it's liquidity position. The Company has sufficientliquidity to fund its business operations. However as the situation is constantlyevolving the eventual impact of the pandemic may be different from the estimates made ason the date of approval of these financial statements.
The Company is closely monitoring the COVID situation and its impact and takingnecessary steps to protect the interests of its stakeholders.
5. TRANSFER TO RESERVES
There has been no transfer to general reserves during the year. As required by ReserveBank of India the Company made a transfer of Rs. 397.48 lakhs to statutory reservesconstituting 20% of the net profits made during the year under review.
With a view to strengthen the capital base of the Company your Directors have notrecommended any dividend for the FY 2020-2021.
7. CAPITAL STRUCTURE
Authorised Share Capital
The Authorised Equity Share Capital of the Company as at March 31 2021 was Rs.45000000/- comprising of 22500000 equity shares of Rs. 2/- each.
Paid up Share Capital
The Paid-up share capital as at March 31 2021 stands at Rs. 43222720/- comprisingof 21611360 equity shares of Rs. 2/- each fully paid up.
8. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company doesn't have any subsidiary joint venture or associate Company.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment Re-appointment and Resignation
Shri Ajay Rajgarhia will retire at the ensuing Annual General Meeting (AGM) and beingeligible has offered himself for reappointment. The Board recommends his re-appointmentto the members in the ensuing AGM. Brief resume of Shri Ajay Rajgarhia with other detailsas stipulated in Regulation 36(3) of the SEBI Listing Regulations 2015 are provided inthe Notice convening the 5th AGM.
During the period under review there was no event of resignation of Directors and KeyManagerial Personnel of the Company. Declaration by Independent Directors
All Independent Directors have given declaration that they meet the criteria ofindependence with relevant integrity expertise experience and proficiency as providedunder Section 149 read with Schedule IV of the Act and Regulation 16 of the SEBI ListingRegulations and have also complied with the code of conduct of Directors and SeniorManagement. They have also given declaration that their names were included in the databank of Independent Directors being maintained with Indian Institute of CorporateAffairs' under Rule 6 (3) of the Companies (Appointment and Qualification of Directors)Rules 2014.
Annual Performance Evaluation of the Board A statement on annual evaluation of theBoard of its performance and performance of its committees as well as Individual Directorsforms part of the Corporate Governance Report attached to this report.
Meetings of the Board
During the year four (4) meetings of the Board of Directors were held. The details ofBoard/Committee Meetings and the attendance of Directors are provided in the CorporateGovernance Report attached to this Report.
10. DEPOSIT UNDER CHAPTER V OF THE COMPANIES ACT. 2013
Your Company has not accepted any public deposits during the year under review andshall not accept any deposits from the public without obtaining prior approval of the RBI.Further your Company being an NBFC disclosure requirements under Chapter V of the Actread with Rule 8(5)(v) and 8(5)(vi) of the Companies (Accounts) Rules 2014 are notapplicable to your Company.
11. AUDITORS' & AUDIT REPORTS
In terms of the provisions of Section 139 of the Companies Act 2013 M/s. Chaturvedi& Partners Chartered Accountants (Firm Registration No. 307068E) were re-appointedas the Company's Statutory Auditors by the shareholders at their 4th AGM heldon September 30 2020 for a period of five years
i.e. till the conclusion of 9th AGM.
The reports of Statutory Auditors on Financial Statements for the FY 2020-21 forms partof the Annual Report. There are no qualifications reservations adverse remarksdisclaimer or emphasis of matter in the Auditors' Reports.
In terms of the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. RSM & Co. Company Secretaries to undertake the Secretarial Audit ofthe Company for the FY ended March 31 2021. The Secretarial Auditors in their SecretarialAudit Report have reported that the Company falls under the top 2000 category and as perRegulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Board of Directors shall comprise of not less than six Directors w.e.f01.04.2020. The Company had 5 Directors as on 01.04.2020. The Company has received anotice from BSE for non-compliance of proper constitution of the Board and imposedpenalty. The delay in appointing sixth Director was un-intentional and un-intended.Further Shri Manish Garg was appointed on Board of the Company w.e.f. August 19 2020.The stock exchange also waived off penalty based upon submission made by Company. As onMarch 31 2021 the Company was fully in compliance with the requirement of SEBI ListingRegulations and the Companies Act 2013. The Secretarial Audit Report is attached asAnnexure-1 to this report.
The Board has re-appointed M/s. RSM & Co. Company Secretaries (ICSI FirmRegistration No.: P1997DE017000) as Secretarial Auditors of the Company for FY 2021-22.
In terms of provisions of Section 138 of the Companies Act 2013 the Board ofDirectors has re-appointed M/s M M Sharma & Co. Chartered Accountants (FirmRegistration No. 001797N) as an Internal Auditors of the Company for the FY 2021-22.
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 with respect to Directors'Responsibility Statement it is hereby confirmed that:
in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of the FY i.e.March 31 2021 and of the profit and loss of the Company for the year ended March 312021;
the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
the Directors have prepared the annual accounts on a going concern basis;
the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
Based on the framework of internal financial controls for financial reporting andcompliance systems established and maintained by the Company work performed by theinternal statutory and secretarial auditor and the reviews performed by the managementand the relevant Board committees including the Audit Committee the Board is of theopinion that the Company's internal financial controls were adequate and effective duringthe FY 2020-21; and
the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
13. INTERNAL FINANCIAL CONTROLS
The details on Internal Financial Control System and their adequacy are provided in theManagement Discussion and Analysis Report of the Company which forms part of the AnnualReport.
14. RESERVE BANK OF INDIA GUIDELINES
Your Company complies with the direction(s) circular(s) notification(s) andguideline(s) issued by the Reserve Bank of India as applicable to your Company asNon-Deposit taking Non-Banking Financial Company ("NBFC").
15. DETAILS OF FRAUDS REPORTED BY AUDITORS
There were no frauds reported by the Statutory Auditors under the provisions of Section143(12) of the Companies Act 2013 and the Rules made there under.
16. DISCLOSURES OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the Company and its operations in future.
17. COMMITTEES OF BOARD
The Company has the following committees of the Board of Directors as on March 31 2021and the details pertaining to such committees are mentioned in the Corporate GovernanceReport which forms part of the Annual Report.
Nomination and Remuneration Committee
Stakeholders Relationship Committee
18. NOMINATION AND REMUNERATION POLICY
The Company's policy on appointment of Directors is available on the Company's websiteon http://www.apmfinvest.com/pdfs/ policies/Nomination-Remuneration-Policy.pdf.
The policy on remuneration and other matters provided in Section 178(3) of the Act hasbeen disclosed in the Corporate Governance Report which is a part of this report.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company had formulated a policy on Related Party Transactions (RPTs')dealing with the review and approval of RPTs. The Policy provides for identification ofRPTs necessary approvals by the Audit Committee/Board/Shareholders reporting anddisclosure requirements in compliance with the Companies Act 2013 and provisions of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. All thetransactions executed by the Company during the FY with Related Parties were on arm'slength basis and in ordinary course of the business. All such Related Party Transactionswere placed before the Audit Committee/Board for approval wherever applicable. Also theCompany has obtained shareholders approval on the Material Related Party Transaction inthe previous Annual General Meeting.
During the FY the Company has entered into contract/ arrangement/transaction withrelated party which is considered material in accordance with Regulation 23 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and the same wasapproved by the Shareholders in the previous Annual General Meeting held on September 302020. The policy for determining material' subsidiaries and the policy onmateriality on Related Party Transactions and dealing with Related Party Transactions asapproved by the Board may be accessed on the website of the Company i.e.www.apmfinvest.com. Your Directors draw attention of the members to Note No. 38 to theFinancial Statements which sets out the Related Party disclosures. Since all Related PartyTransactions entered into by the Company were on arm's length basis and in the ordinarycourse of the business and the Company had not entered into any material related Partycontract as per the Companies Act 2013 the Form AOC-2 is not required to be provided.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION-FOREIGN EXCHANGE EARNINGS AND OUTGO
Considering that the Company is a Non-Banking Financial Company which is not involvedin any manufacturing or processing activities the particulars as required under Section134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts)Rules 2014 regarding conservation of energy and technology absorption are not applicable.Further there was no Foreign Exchange earnings and outgo during the FY 2020-2021.
21. PARTICULARS OF EMPLOYEES
Disclosure with respect to the remuneration of Directors and Employees as requiredunder Section 197 (12) of the Companies Act 2013 and Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 as amended is annexed asAnnexure-2 which forms part of this Report.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during the FY 2020-21 there was no employee drawing remuneration in excess of the limitsset out in the said rules.
22. ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 the Companyhas placed a copy of the Annual Return as at March 31 2021 on its website at http://www.apmfinvest.com/pdfs/AnnualReturn2020-21.pdf. By virtue of amendment to Section 92(3)of the Companies Act 2013 the Company is not required to provide extract of AnnualReturn (Form MGT-9) as part of the Board's Report.
23. CORPORATE GOVERNANCE
As a responsible corporate citizen the Company is committed to maintain the higheststandards of Corporate Governance and believes in adhering to the best corporate practicesprevalent globally.
A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34read with Schedule V of the SEBI Listing Regulations is attached to this Report asAnnexure-3. A certificate from the Practicing Company Secretary confirming compliance withthe conditions of Corporate Governance as stipulated in Clause E of Schedule V to theSEBI Listing Regulations is attached to the Corporate Governance Report. The Board Membersand Senior Management Personnel have affirmed compliance with the Code of Conduct forDirectors and Senior Management for the year ended March 31 2021. A certificate from theManaging Director confirming the same is attached to the Corporate Governance Report.
A certificate from the Managing Director and CFO confirming correctness of thefinancial statements adequacy of internal control measures etc. is also attached to theCorporate Governance Report.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as stipulated under SEBI ListingRegulations is attached to this Report as Annexure-4.
25. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have beendisclosed in the Corporate Governance Report and forms an integral part of this report.
26. PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS
The provisions of Section 186 of the Companies Act 2013 pertaining to investment andlending activities is not applicable to the Company since the Company is Non-BankingFinancial Company (NBFC) whose principal business is investment in securities andproviding loan of all kinds.
27. MATERIAL CHANGES AND COMMITMENTS
No material changes or commitment has occurred after the close of the FY 2020-21 tillthe date of this Report which affects the financial position of the Company.
28. COMPLIANCE WITH SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA
The Company has complied with the Secretarial Standard-1 on Meetings of the Boardof Directors' and Secretarial Standard-2 on General Meetings' issued by theInstitute of Company Secretaries of India.
29. BOARD EVALUATION
A statement on annual evaluation by the Board of its performance and performance of itscommittees as well as Individual Directors forms part of the Corporate Governance Reportattached to this report.
30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION& REDRESSAL) ACT. 2013
Under the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ("Act") and rules made there under EveryCompany who has more than 10 Employees shall formulate and constitute Internal ComplaintsCommittee and shall adopt a Sexual Harassment Policy for women to ensure healthy workingenvironment without fear of prejudice gender bias and sexual harassment. Since theCompany has less than 10 employees therefore there is no requirement of formulatingInternal Complaint Committee.
31. COST RECORDS AND AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.
32. INVESTOR SERVICES
In its endeavor to improve investor services your Company has taken the followinginitiatives:
An Investors Section on the website of the Company www.apmfinvest.com has beencreated.
There is a dedicated e-mail id firstname.lastname@example.org for sendingcommunications to the Company Secretary.
Disclosure made to the Stock Exchange are promptly uploaded on the website ofthe Company for information of the Investors. Members may lodge their requests complaintsand suggestions on this e-mail as well.
The Directors thank the Shareholders Banks and other Lenders Customers Vendors andother business associates for the confidence reposed in the Company and its management andlook forward to their continued support. The Board places on record its appreciation forthe dedication and commitment of the employees at all levels which has continued to beour major strength. We look forward to their continued support in the future.
| ||For and on behalf of the Board |
| ||Tribhuwan Nath Chaturvedi |
|Place : New Delhi ||Chairman |
|Dated : August 04. 2021 ||DIN: 00002815 |