To The Members APM Finvest Limited
The Board of Directors are pleased to present the Third Annual Report of the Companytogether with the Audited Financial Statements for the financial year (FY) ended March 312019.
1. FINANCIAL SUMMARY
| || ||(Amount in Rs.) |
|Particulars ||2018-19 ||2017-18 |
|Total Revenue ||13124126 ||1559122 |
|Total Expenses ||661652 ||209873 |
|Profit Before Tax ||12462474 ||1349249 |
|Profit for the year ||11794516 ||1002849 |
2. STATE OF COMPANY AFFAIRS & OPERATIONS
APM Finvest Limited (the Company') is a public Limited Company domiciled in Indiaand Incorporated under the provisions of the Companies Act 2013. The Company isregistered with Reserve Bank of India as a Non-Deposit accepting Non-Banking FinancialCompany (NBFC) and is carrying on the business of Investment & providing loans. It wasa wholly owned subsidiary of APM Industries Limited.
Pursuant to the order dated 24th May 2019 issued by Hon'ble National Company LawTribunal Jaipur Bench at Rajasthan approving Scheme of Arrangement among APM IndustriesLimited and APM Finvest Limited and their shareholders and creditors for demerger ofFinance and Investment Undertaking of APM Industries Limited and subsequent amalgamationof the undertaking with APM Finvest Limited the Company allotted 21611360 (Two CroreSixteen Lakh Eleven Thousand Three Hundred and Sixty) Equity Shares of Rs. 2/- (RupeesTwo) each of the Company at par to the shareholders of APM Industries Limited as on June18 2019.
Pursuant to the scheme of de-merger APM Finvest Limited ceased to be wholly ownedsubsidiary of APM Industries Ltd. with effect from April 01 2018.
The company is engaged in business of financial investments and granting loans.
The total revenue of your Company for the financial year 2018-19 was Rs. 13124126/-as against Rs. 1559122/- in the previous year. The profit after Tax was Rs.11794516/- as against Rs. 1002849/- in the previous year. The working results of thetwo periods are not comparable because all the revenue pertaining to the finance andinvestment undertaking of APM Industries Limited as also the Assets and liabilities werevested in the company w.e.f. 01.04.2018 pursuant to the scheme of demerger.
3. CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of your Company during the year underreview.
4. DIVIDEND AND TRANSFER TO RESERVES
Your Directors do not recommend payment of Dividend for the financial year ended March31 2019 in order to conserve the resources of the Company and there has been no transferto General Reserve.
Further In Compliance of Section 45-IC of Reserve Bank of India Act 1934 the Companyhas transferred a sum of 20% of the net profit to the Special Reserve Fund i.e. Rs.2358903/-.
5. SCHEME OF ARRANGEMEMT
The Scheme of Arrangement among APM Industries Limited and APM Finvest Limited andtheir respective shareholders and creditors in accordance with Sections 230-232 of theCompanies Act 2013 for the demerger of Finance & Investment Undertaking' of APMIndustries Limited and subsequent amalgamation of Demerged Undertaking with its whollyowned subsidiary APM Finvest Limited has been approved by the Hon'ble National Company LawTribunal Jaipur Bench vide its order dated 24th May 2019. The appointed date was April01 2018.
The Board of Directors of the Company allotted 21611360 (Two Crore Sixteen LakhEleven Thousand Three Hundred and Sixty) Equity Shares of Rs.2/- (Rupees Two) eachdistinctively numbered from 1 (one) to 21611360 (Two Crore Sixteen Lakh Eleven ThousandThree Hundred and Sixty) (both inclusive) to the shareholders of APM Industries Limitedwhose name appear in the Register of Members as on the Record Date i.e. June 18 2019 inthe following ratio:-"1 (One) Equity Shares of face value of Rs. 2 (Rupees Two) eachat par in APM Finvest Limited for every 1 (One) Equity Shares of face value of Rs. 2(Rupees Two) each held by them in APM Industries Limited."
6. CAPITAL STRUCTURE
Authorised Share Capital
As on the date of Board Report the authorised Equity Share Capital of the Company hasbeen increased from Rs. 20000000/- to Rs. 45000000/- pursuant to Scheme ofArrangement. Consequently as at March 31 2019 the authorized Equity Share Capital wasRs. 45000000/- comprising of 22500000 equity shares of Rs. 2/- each.
Paid up Share Capital
The Paid-up share capital as at March 31 2019 stands at Rs. 43222720/- comprisingof 21611360 equity shares of Rs. 2/-each fully paid up.
7. HOLDING COMPANY
APM Industries Limited was the holding company of APM Finvest Limited sinceincorporation.
Pursuant to the scheme of de-merger APM Industries Limited ceased to be the HoldingCompany of APM Finvest Limited with effect from April 01 2018. The entire pre schemeallotted equity share capital of APM Finvest Limited which was held by APM IndustriesLimited either itself or through its nominees stands cancelled.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment Re-appointment of Director and KMP
Smt. Anisha Mittal will retire at the ensuing Annual General Meeting (AGM) and beingeligible has offered herself for reappointment. The Board recommends her re-appointment.The Board of Directors in its meeting held on June 20 2019 had changed the designationof Smt. Anisha Mittal from Executive Director to Non-Executive Director on the Board ofthe Company. The Board in its Meeting held on June 20 2019 has appointed Ms. Nidhi as theCompany Secretary and Compliance Officer and Mr. Manoj Kumar Rinwa as Chief FinancialOfficer of the Company and both are also designated as Key Managerial Personnel of theCompany.
Pursuant to the provisions of Companies Act 2013 Shri Tribhuwan Nath Chaturvedi andSmt. Nirmala Bagri were appointed as Additional Directors in the category of Non-ExecutiveIndependent Director on the Board of the Company with effect from June 20 2019 for aperiod of 5 (five) years subject to the approval of shareholders in the 3rdAnnual General Meeting of the Company by way of Ordinary Resolution. Shri Tribuwan NathChaturvedi was also designated as Chairman on the Board of the Company.
Pursuant to the provisions of Companies Act 2013 Shri Ajay Rajgarhia was designatedas Managing Director on the Board of the Company vide resolution dated June 20 2019 for aperiod of 5 (Five) years without any remuneration subject to the approval of the membersof the Company in ensuing Annual General Meeting of the Company by way of OrdinaryResolution. The Board of Directors in its meeting held on June 20 2019 designated ShriSanjay Rajgarhia as Vice Chairman on the Board of the Company.
Brief resume of the Directors being appointed/ re-appointed and other details asstipulated under Secretarial Standard-2 are provided in the Notice commencing the 3rdAGM.
9. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria ofindependence as provided under Section 149 of the Act.
10. MEETINGS OF THE BOARD
During the FY 2018-19 five (5) meetings of the Board of Directors were held. Thedetails of Board Meetings are mentioned below:-
|S. No. ||Date of Board Meeting |
|1. ||April 16 2018 |
|2. ||August 06 2018 |
|3. ||August 18 2018 |
|4. ||November 12 2018 |
|5. ||February 08 2019 |
11. DEPOSIT UNDER CHAPTER V OF THE COMPANIES ACT 2013
During the financial year the Company has not accepted any deposits within the meaningof Section 73 & 76 of the Companies Act 2013 read with the Rules made thereunderand therefore no amount of principal or interest on deposit was outstanding as of theBalance Sheet date.
12. AUDITORS & AUDIT REPORTS Statutory Auditors
M/s Narendra Singhania & Co. Chartered Accountants (Firm registration No. 009781N)were appointed as the Statutory Auditors of the Company in the 1st AnnualGeneral Meeting to hold office till the conclusion of the Annual General Meeting to beheld for the Financial Year ending on March 31 2022.
Further M/s Narendra Singhania & Co. Chartered Accountants have resigned w.e.fAugust 23 2019 due to pre occupation. In terms of the provisions of Section 139 of theCompanies Act 2013 the Board of Directors in their meeting held on August 26 2019 haverecommended M/s. Chaturvedi & Partners Chartered Accountants (Firm Registration No.307068E) as Statutory Auditors to the shareholders in their forthcoming 3rdAnnual General Meeting. The Company has also received certificate from M/s Chaturvedi& Partners in accordance with the provisions of Section 141 of the Act.
The reports of Statutory Auditors on Financial Statements for the financial year2018-19 forms part of the Annual Report. There are no qualifications reservationsadverse remarks disclaimer or emphasis of matter in the Auditors' Reports.
In terms of provisions of Section 138 of the Companies Act 2013 the Board ofDirectors has appointed M/s M M Sharma & Co. Chartered Accountants (Firm RegistrationNo. 001797N) as an Internal Auditors of the Company for the financial year 2019-20.
13. 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 thefinancial year i.e. March 31 2019 and of the profit and loss of the Company for the yearended March 31 2019;
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 and
the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
14. INTERNAL FINANCIAL CONTROLS
Proper Internal Financial Controls were in place and that the financial controls wereadequate and were operating effectively.
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
The Nomination and Remuneration Policy of the Company is available on the website ofthe Company at http:// www.apmfinvest.com/policies.html
1 7. LISTING OF SECURITIES
As on the date of this report the Company has filed an application to the BSE Limitedfor listing of 21611360 equity shares of Rs. 2/- each fully paid up. The Company hasreceived in principle approval from BSE vide letter number DCS/AMAL/SD/IP/1540/ 2019-20dated August 02 2019 for listing of the shares. The Company has already paid the ListingFees for listing of the shares on BSE.
18. COMMITTEES OF BOARD
The Company has the following committees of the Board of Directors details of thecommittees are mentioned below:-
Nomination and Remuneration Committee
Stakeholders Relationship Committee
All the committees have been constituted on June 20 2019.
19. NOMINATION AND REMUNERATION POLICY
In terms of the provisions of Section 178(3) of the Act the NRC is responsible forformulating the criteria for determining qualification positive attributes andindependence of a Director. The NRC is also responsible for recommending to the Board apolicy relating to the remuneration of the Directors Key Managerial Personnel and otheremployees.
The Nomination and Remuneration Policy of the Company is available on the website ofthe Company at http:// www.apmfinvest.com/policies.html
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All RPTs entered into during FY 2018-19 were in the ordinary course of business and onarm's length basis. No material RPTs were entered into during FY 2018-19 by the Company asdefined in the Policy on RPTs. Accordingly the disclosure of RPTs as required underSection 134(3)(h) of the Act in Form AOC 2 is not applicable. Your Directors drawattention of the members to Note No. 17 to the Financial Statements which sets out theRelated Party disclosures.
21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
Since the Company is not involved in any manufacturing or processing activities theparticulars as required under Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 regarding conservation of energy andtechnology absorption are not applicable. Further there was no Foreign Exchange earningsand outgo during the Financial Year 2018-2019.
22. PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as the Company has not paid any remuneration to the Directors therefore there is norequirement to comply with the provisions of this section.
23. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) the extract of the Annual Return as onMarch 31 2019 in Form No. MGT 9 is attached as Annexure-A to this Report.Additionally your Company has also placed a copy of annual return for the financial year2017-18 on its website at www.apmfinvest.com.
24. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism for Directors and Employees by adoptingWhistle Blower Policy which is available on the website of the Company and web linkthereto is http://www.apmfinvest.com/policies.html
25. 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.
26. MATERIAL CHANGES AND COMMITMENTS
Due to the Scheme of Arrangement w.r.t Demerger the Finance and Investmentundertaking' of the APM Industries Limited has been demerged and subsequently amalgamatedwith APM Finvest Limited. Accordingly all assets and Liabilities of Finance andInvestment undertaking of the APM Industries Limited have been transferred to APM FinvestLimited.
27. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company confirms compliance with the applicable requirements of SecretarialStandards 1 and 2.
28. 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 the Company has less than 10 employees therefore there is no requirement offormulating Internal Complaint Committee.
29. 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.
30. ANNUAL EVALUATION
The provisions of Section 134 (3) (p) relating to the Board evaluation is notapplicable on the Company.
31. INVESTOR SERVICES
In its endeavour 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.
Members may lodge their requests complaints and suggestions on this e-mail as well.
Your Directors acknowledge with gratitude the cooperation and assistance received fromthe Central and State Government Authorities. Your Directors thank the ShareholdersBanks For and on behalf of the Board
| ||Tribhuwan Nath Chaturvedi |
| ||Chairman |
| ||DIN : 00002815 |
|Place : New Delhi || |
|Dated : August 26 2019 || |