Your Directors are pleased to present the 35th Annual Report along with the AuditedFinancial Statements of the Company for the Financial Year ended March 31 2021.
1. Financial Summary:
(Amount in Rupees)
|Particulars ||For the year ended March 31 2021 ||For the year ended March 31 2020 |
|Gross Sales and other Income ||159310840 ||288105155 |
|Pro t before Depreciation and Tax ||58249685 ||93050340 |
|Less: Depreciation ||(2204347) ||(1532373) |
|Pro t before Tax ||56045338 ||91517967 |
|Less: Tax Expenses ||(15049728) ||(25081276) |
|Net Pro t after tax ||40995610 ||66436691 |
2. Operational Review:
For the Financial Year ended March 31 2021 your Company has earned a profit after taxof Rs. 40995610/- (Rupees Four Crore Nine Lakh Ninety Five Thousand Six Hundred and TenOnly) as compared to Rs. 66436691/- (Rupees Six Crore Sixty-Four Lakh Thirty SixThousand Six Hundred and Ninety One Only) in the previous year. The Net Worth of theCompany has increased to Rs.291088864/-(Rupees Twenty Nine Crore Ten Lakh Eighty EightThousand Eight Hundred Sixty Four Only) as compared to Rs. 250172807.15/- ((RupeesTwenty Five Crore One Lakh Seventy Two Thousand Eight Hundred and Seven Only) in thePrevious Year.
3. Changes in Nature of Business:
There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which these financialstatements relate and the date of this report.
With a view to strengthen the financial position and the future growth of the Companyyour Directors have not recommended payment of dividend for the financial year ended March31 2021.
As on March 31 2021 the reserves and surplus has increased to Rs. 253972784/- ascompared to Rs. Rs.213056727/- achieved during the last year. During the year underreview the company has transferred an amount of Rs. 8199122/- to the Statutory Reservepursuant to Section 45-IC of RBI Act 1934.
6. Adequacy of Internal Financial Controls:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee and to the Chairman &Managing Director of the Company.
The Company has not accepted any deposits within the meaning of Section 73(1) and 74 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014(including any statutory modi cation(s) or re-enactment(s) thereof for time being inforce.
8. Particulars of Loans Guarantees Securities or Investments:
Information regarding Loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 is given in detail in the Note "15" ofthe Financial Statements.
9. Statement on Declaration Given by the Independent Directors under Section 149(6) OfThe Companies Act 2013:
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015including any Statutory modifition(s) or re-enactment(s) thereof for the time being inforce.
10. Statement on Integrity Expertise and Experience of Independent Directors:
As per Rule 8(5)(iii)(a) of the Company (Accounts) Rules 2014 the company has receiveddeclarations from all the Independent Directors regarding their Integrity Expertise andExperience.
11. Details of Subsidiary / Joint Venture/Associate Company:
Pursuant to provisions of Companies Act 2013 the Company does not have anySubsidiary/ Joint Venture and Associate Companies.
12. Number of Meetings of Board and Committees:
The details of the meeting of Board of Directors and Committees convened during theFinancial Year 2020-2021 are given in the Corporate Governance Report which forms the partof this Annual Report as Annexure II.
13. Formal Annual Evaluation of the Performance of Board Its Committees and Directors:
Pursuant to the provisions of the Companies Act 2013 read with the Rules issued thereunder Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the evaluation of the Annual Performance of the Directors/ Board/Committees was carried out for the Financial Year 2020-2021.
The Details of evaluation process are set out in the Corporate Governance Report whichforms the part of this Annual Report.
14. Directors and Key Managerial Personnel
During the year under review Ms. Urvi Rathod resigned as Company Secretary &Compliance offic f the Company on May 25 2021.
Ms. Ankita Shirke was appointed as Company Secretary & Compliance Officer of theCompany with effect from May 26 2021.
Mr. Akash Saxena was appointed as an Additional Director (Independent capacity) by theBoard of Directors at their meeting held on June 30 2021. The Board proposesregularization of appointment of Mr. Akash Saxena as an Independent Director for a periodof 5(Five) years i.e. from June 30 2021 to June 29 2026 at the ensuing Annual GeneralMeeting of the Company.
15. Contract or Arrangement with Related Parties:
All the related party transactions that were entered into during the financial yearwere on arm's length basis and were in the ordinary course of the business as per thedetails given in AOC-2 annexed as Annexure I. There were no materiallysignificant related party transactions made by the Company with the Promoters KeyManagerial Personnel or other designated persons which may have potential conflict ofinterest with the Company at large.
16. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:
A. Conservation of energy - Sub-rule 3(A) of Rule 8 of the Companies (Accounts)Rules 2014 pertaining to the Conservation of energy is not applicable to the Company.
B. Technology Absorption - Sub-rule 3(B) of Rule 8 of the Companies (Accounts) Rules2014 pertaining to the Technology Absorption is not applicable to the Company.
C. Foreign exchange earnings and Outgo: There were no foreign exchange earningsor out flows during the year under review.
17. 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. GMJ & Co Chartered Accountants the StatutoryAuditors of the Company were appointed for a term of 5 (Five) years w.e.f. April 12017 tohold officeuntil the conclusion of the 36th AGM of the Company. The Company has receivedan eligibility letter from them that their appointment continues to be in conformityconditions specified in Section 139 of the Companies Act 2013.
The Audit report submitted by M/s. GMJ & Co Chartered Accountants for the FY 20202021 does not contain any quali cations reservation or adverse remark or disclaimer.
18. Secretarial Auditors and their Report:
Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. GMJ & Associates Practicing Company Secretaries Mumbai to undertakethe Secretarial Audit of the Company for the financial year 2021-22.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained aSecretarial Audit Report from M/s. GMJ & Associates Practicing Company SecretariesMumbai for the financial year 2020-2021 and the same is annexed herewith to this Report asAnnexure IV. The Secretarial Audit Report does not contain any qualications reservations or adverse remark.
19. Familiarization Programme for Independent Directors:
All new Independent Directors inducted into the Board attend orientation programme.Further at the time of appointment of Independent Director the Company issues a formalletter of appointment outlining his/ her role functions duties and responsibilities.
20. Share Capital and Changes therein:
The paid up equity share capital as at March 31 2021 was Rs.37312080/- divided into3731208 Equity Shares having face value of Rs. 10/- each fully paid up. There was nopublic issue rights issue bonus issue or preferential issue etc. during the year. TheCompany has not issued shares with differential voting rights sweat equity shares nor hasit granted any stock options.
21. Disclosure of Remuneration Paid to Director Key Managerial Personnel andEmployees:
a. The Company had no employee drawing salary/remuneration in excess of
Remuneration limits prescribed as per Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
b. The Details with regards to the payment of Remuneration to the Directors and KeyManagerial Personnel is provided in Form form MGT-7 (annual return) as placed on Company'swebsite https://www.apollo nvest.com/investors
22. Managerial Remuneration:
The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of ManagerialPersonnel) 2014 is as follows:
|Name of the Director ||Amount of remuneration to Key Managerial Personnel ||Percentage increase in the remuneration ||Ratio of remuneration of each Director/ to median remuneration of employees |
|Mr. Akash Valia ||6000 || || |
|Mr. Mikhil Innani ||1250000 ||-9.42% ||4.94 |
|Mr. Paritosh Khatry ||6000 ||-- || |
|Dr. Kruti Khemani ||6000 ||-- || |
|Ms. Diksha Nangia ||1250000 ||16.28% ||4.89 |
1. The Independent Directors do not receive any remuneration except sitting fees.
2. There was no change in the remuneration of any other Key managerial Personnel orDirector.
3. The percentage increase in the median remuneration of the employees in the financialYear 2020 2021 was 43.025% (As compared to Previous year employee's median).
4. As on March 31 2021 there were a total of 20 employees on the roll of the Company.
5. It is a rmed that the remuneration is as per the remuneration policy of the Company.
23. Directors' Responsibility Statement:
In terms of clause (c) of sub-section (3) of section 134 of Companies Act 2013Directors to the best of their knowledge and belief state that: a) in the preparation ofthe annual accounts the applicable Accounting Standards have been followed along withproper explanation relating to material departures if any;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of a airs 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 Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
24. Corporate Social Responsibility:
The details of the CSR activity are mentioned in Annexure III.
25. Vigil Mechanism / Whistle Blower Policy:
The Company has prepared policy and has put in place vigil Mechanism for Directors andEmployees of the Company.
26. Prevention of Insider Trading:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The same is also available on the website of the Company in detail.
27. Annual Return:
A copy of the Annual Return as provided under section 92(3) of the Companies Act 2013in the prescribed form which will be led with the Registrar of Companies is placed onCompany's website https://www.apollo nvest.com/investors
28. Corporate Governance Reports:
In Compliance with Regulation 27 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate Report on Corporate Governance is annexed as AnnexureII.
29. Details of Significant and Material Orders Passed by the Regulators or Courts:
There were no significant and material orders passed by the Regulators/Courts whichimpacted the going concern status of the Company and its future operations.
Further no penalties have been levied by RBI/any other Regulators during the yearunder review.
30. Material Changes and Commitments A ecting Financial Position Between the end of theFinancial Year and Date of Report:
There were no material changes affecting the financial position of the Company betweenthe end of the financial year and date of report.
31. Reporting of Frauds:
There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Acts & Rules framed there under either to the Company or to the CentralGovernment.
32. Prevention of Sexual Harassment at Workplace:
The Company has complied with provisions relating to the constitution of InternalCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
During the year under review the Company has not received any complaint.
33. Disclosure on Maintenance of Cost Records:
Maintenance of Cost Records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the company.
34. Secretarial Standards:
The company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
35. Policy on Directors Appointment and Remuneration:
The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As of March 31 2021 the Board had 5(Five)members two of whom are executive directors three non-executive and independentdirectors one of which is women. The policy of the Company on directors' appointment andremuneration including the criteria for determining quali cations positive attributesindependence of a director and other matters as required under sub-section (3) of Section178 of the Companies Act 2013 is available on our website at https://www.apollonvest.com/static/media/Remuneration%20Policy%20for%20Director%20and%20Key%20Managerial%20Personnel.6463ebdf.pdf . We a rm that the remuneration paid tothe directors is as per the terms laid out in the Nomination and Remuneration Policy ofthe Company.
36. Listing on Stock Exchange:
The Company's shares are listed on BSE Limited.
Your Directors wish to extend their sincere gratitude for the assistance guidance andcooperation the Company has received from all stakeholders. The Board further appreciatesthe dedicated services rendered by the employees of the Company.
|For and on behalf of the Board of Directors |
|Apollo Finvest(India)Limited |
|Mikhil R Innani |
|Managing Director |
|DIN: 02710749 |
|Diksha Nangia |
|Director & CFO DIN: 07380935 |
|Date: August 24 2021 |
|Place: Mumbai |