To
The Members
APOORVA LEASING FINANCE AND INVESTMENT COMPANY LIMITED
Your Directors have pleasure in presenting their 36th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended
31st March 2019.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)
(IN LAKHS)
| Particulars | 2018-19 | 2017-18 |
| | |
| Revenue | 2032.87 | 929.91 |
| Profit & Loss (Before Interest & Depreciation) | 657.83 | 385.37 |
| Less: Depreciation & Amortization Expenses | 0.78 | 1.02 |
| Less: Interest | 1.49 | 0.02 |
| Profit/Loss before Tax | 655.56 | 384.34 |
| Less: Current Tax | 182.90 | 106.41 |
| Less: Deferred Tax | 0.05 | (0.07) |
| Less: Excess/short Provision of earlier year tax | 0.45 | - |
| Profit/Loss after Tax | 472.26 | 278.00 |
| Add: Item that will not be re-classified to profit & Loss | 56.56 | 89.90 |
| Less: Income Tax relating to items that will not be reclassified to profit & Loss | 15.73 | 24.76 |
| Total comprehensive income for the period | 513.09 | 343.14 |
2. OPERATIONAL PERFORMANCE
During the financial year 2018-19 the company has recorded revenue of Rs203286942.51/- and has earned net profit of Rs 47226475.08./- as compared to profit ofRs. 27800407.43/- in the last year. The Directors are optimistic about futureperformance of the company.
3 . CHANGE IN THE NATURE OF BUSINESS IF ANY
There is no change in the nature of Business of the company
4. DIVIDEND
As the company retained the earnings for investment in future projects the directorshave not recommend any dividend for the financial year 2018-19.
5. RESERVES
The Company has Rs 1067207118.89/- in the reserves. Out of the amount available forappropriation Directors has decided to transfer NIL amount to reserves.
6. SHARE CAPITAL
The share capital of the company remains unchanged during the year and company hasneither issued any equity shares with differential rights nor any sweat equity shares.
7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED AND RESIGNED DURING THEYEAR
None of Directors was appointed during the year except Mrs. Anupama Singh Tyagi who wasliable to retire by rotation was re-appointed in the AGM held on 29th September 2018.
In compliance to section 203 and 134 of the Companies Act 2013 the following Directorsand Key Managerial Personnel has been appointed and resigned during the year are asfollows:-
Ms Nikita Rohilla has been resigned from the post of Company Secretary with effect from29th September 2018 Mr. Pankaj Mishra has been appointed as the Company Secretary witheffect from 23rd February 2019.
8. PARTICULARS OF EMPLOYEES
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 there are no employees who withdraw a salary exceeding the limits as prescribed inthe aforesaid rules.
9. MEETINGS OF THE BOARD OF DIRECTORS AND INDEPENDENT DIRECTORS HELD DURING THEFINANCIAL YEAR
In the Compliance of Provisions of clause (b) of sub-section (3) of Section 134 ofCompanies Act 2013 there were 7 (Seven) Board Meetings held during the financial yearthe details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013 readwith Secretarial Standards-1. In addition to the above 2 (Two) meeting of the IndependentDirectors was held during the year in compliance with the Section 149(8) read withSchedule IV to the Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015.
10. BOARD EVALUATION
Pursuant to the provisions of the Section 178 of the Companies Act 2013 and Regulation17 of SEBI Listing Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the Directors including independent directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
11. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY
All Independent Directors have given their Independency declaration as provided in sub-section (6) of section 149 of the Companies Act 2013
12. REMUNERATION POLICY
The company has framed Remuneration Policy in compliance with Section 178 of theCompanies Act 2013 read with applicable Rules thereto and SEBI LODR Regulations.
The Key Highlights of the Policy are:
1.The Objective of Remuneration Policy is to attract and retain high calibre talent andassume that the policy is in consonance with the existing industry practice. 2.TheCompany's Remuneration Strategy is a key and integral component of the broader HumanResource Strategy of the Company and whilst focusing on remuneration and related aspectsof performance management is aligned with and reinforces the employee value propositionof a superior quality of work life that includes an enabling work environment anempowering and engaging work culture and opportunities to learn and grow. 3.The policyensures that remuneration practices support and encourage the performance of employees.4.Remuneration of Executive Directors Key Managerial Personnel and Senior Management isdetermined and recommended by the Board Nomination & Remuneration Committee andapproved by the Board. 5.The remuneration shall be subject to the approval of theshareholders of the Company wherever required. It shall be as per the statutoryprovisions of the Companies Act 2013 read with the rules made thereunder for the timebeing in force. 6. Remuneration is reviewed and revised periodically and also when such arevision is warranted by the market.
There is no employee in the company drawing remuneration in excess as prescribed underRule 5 of Companies (Appointment & Remuneration) Rules 2014. However the list of Top10 employees is attached with the report and marked as Annexure-V.
13. MANAGERIAL REMUNERATION
| 1. Ratio of remuneration of each director to median remuneration of employees | |
| Atul Singh Tyagi | 45.5 Lakhs( Annually) |
| 2. Percentage Increase in remuneration of each Directors and KMPs | 16.66% |
| 3. Percentage Increase in the median remuneration of employees | 2 |
| 4. Number of permanent employees | 16 but the Company does not employ 20 or more than 20 employees at any point of time |
| 5. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; | 23.35 |
| 6. Affirmation that the remuneration is as per the remuneration policy of the Company | Yes the Company has paid the remuneration as per the remuneration policy of the Company |
*The Company do not employ more than 20 people at any point during the year.
14. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Name of the Companies which become or ceased as Subsidiaries/Joint Ventures/AssociatesCompanies during the year:
| Name of the Company | CIN/Registration Number | Subsidiary/JointVenture/ | Date on which | Become/ |
| | Associates Company | become / Ceased | Ceased |
| 1. Summer Infotech Pvt Ltd | U72200DL2005PTC142601 | Associate | 02/07/2018 | Become |
| 2 Summer Infotech Pvt Ltd | U72200DL2005PTC142601 | subsidiary | 02/07/2018 | Ceased |
| 3 Space Height Construction Pvt Ltd | U74899DL1991PTC044885 | Subsidiary | 25/04/2018 | Ceased |
| 4 Space Height Construction LLP | AAM-4847 | Subsidiary | 25/04/2018 | Became |
| 5 Cloud Business Advisory LLP | AAM-5772 | Associate | 02/07/2018 | Became |
| 6 Cloud Business Advisory Ltd | U74999DL2016PLC292627 | Subsidiary | 02/07/2018 | Ceased |
Pursuant to sub-section (3) of Section 129 of the Act and rules made there under thestatement containing the salient feature of the financial statement of a Company'ssubsidiary or subsidiaries associate company or companies and joint venture or venturesis given as Annexure II.
During the year the Company generated revenue of Rs. 2037.24 Lakhs at group level.
Further the Annual Accounts and related documents of the subsidiary and associatecompany shall be kept open for inspection at the Registered & Corporate Office of theCompany after their finalization. The Company will also make available copy thereof uponspecific request by any Member of the Company for the same. Further pursuant toAccounting Standards AS-21 issued by the Institute of Chartered Accountants of IndiaConsolidated Financial Statements presented by the Company in this Annual Report includethe financial information of its Subsidiaries and Associates.
15. AUDITORS
The Auditors M/s Ankur Vinod & Co. Chartered Accountants were appointed as thestatutory auditors of the Company in the AGM held on 25th September 2017 tohold office till the conclusion of 39th AGM of the Company. In accordance withthe Companies Amendment Act 2017 enforced on 7th May 2018 by the Ministry ofCorporate Affairs the appointment of Statutory Auditors is not required to be ratified atevery Annual General Meeting. The Auditor has confirmed that they are not disqualifiedunder any provisions of Section 141(3) of Companies Act 2013 and also their engagementwith the company is within the prescribed limits under section 141 (3)(g) of CompaniesAct 2013.
16 AUDITORS' REPORT
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
17. DISCLOSURE ABOUT COST AUDIT
As per the Cost Audit Orders Cost Audit is not applicable to the Company's for the FY2018-19.
18. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under M/s. Dharamveer Dabodia& Associates Practicing Company Secretary has been appointed Secretarial Auditor ofthe Company. The report of the Secretarial Auditor is enclosed as Annexure III to thisreport.
The point-wise comments are enumerated as follows:
1. According to the explanations given to us by the company and as per the managementdue to its turnover in commodity future and option the company does not satisfy theconditions required to get registered u/s 45-IA of the Reserve Bank India Act 1934.
2. The winding-up petition filed by the Registrar of Companies NCT of Delhi againstthe Company U/s 271 of the Companies Act 2013 has been decided in favour of the Companyby the Hon'ble National Company Law Tribunal New Delhi. The ROC has filed appeal beforeHon'ble National Company Law Appellate Tribunal New Delhi and the same is pending.
19. INTERNAL AUDIT & CONTROLS
In terms of Section 138 of the Companies Act 2013 and Rule 13 of Company (Accounts)Rules 2 013 the Company appointed M/s "Ankur K Gupta & Co." CharteredAccountants as Internal Auditor on 3rd February 2016. During the year theCompany continued to implement their suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed and corrective steps are taken as per the directions of AuditCommittee on an ongoing basis to improve efficiency in operations.
20. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and Employees to report their genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.apoorvaleasingfinance.com under investors/policy documents/Vigil Mechanism Policylink.
21. RISK MANAGEMENT POLICY
The Company has in place comprehensive risk management and minimization procedureswhich are reviewed by the top management.
22. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 forms part of this Annual Report as ANNEXURE I. The extract of annual return is alsoavailable at the website of company www.apoorvaleasingfinance.com
23. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There is no Material changes occurred subsequent to the close of the financial year ofthe Company to which the balance sheet relates and the date of the report like settlementof tax liabilities operation of patent rights depression in market value of investmentsinstitution of cases by or against the company sale or purchase of capital assets ordestruction of any assets etc. However Registrar of Companies NCT of Delhi & Haryanahas appeal for winding up petition before Hon'ble National Company Law Appellate Tribunalunder the Companies Act 2013. The same has not been admitted by the Appellate Tribunaltill the date of Report.
24. COMPLIANCES OF REGULATION 39 OF SEBI (LODR) REGULATIONS 2015
The said regulation is not applicable on the company as there are no unclaimed sharesin the company.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
The winding up petition filed by the Registrar of Companies NCT of Delhi against theCompany U/s 271 of the Companies Act 2013. The same has been decided in favour of Companyby the Hon'ble National Company Law Tribunal New Delhi. Thereafter Registrar ofCompanies appeal to National Company Law appellate Tribunal as per Companies Act 2013 forwinding up. The same has been not admitted by the National Company Law Appellate Tribunaltill the date of the report and the matter is pending before the Hon'ble National CompanyLaw Appellate Tribunal New Delhi. The Company has not received any significant ormaterial orders passed by the regulators or courts or appellate tribunals impacting thegoing concern status and Company's operations in future.
26. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
According to Section 134 (5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the Company for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguard of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. The Company has a well placed internal financial controlsystem which ensures the all assets are safeguarded and protected and that thetransactions are authorized recorded and reported correctly. The Company's InternalFinancial Control System also comprises of due compliances with Company's policies andStandard Operating Procedures (SOPs) and audit and compliance by Internal Audit Team M/s"Ankur K Gupta & CO." Chartered Accountants Noida.
27. DEPOSITS
The company has neither accepted nor renewed any deposits falling under chapter V ofCompanies Act 2013.
28 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has provided following loans and guarantees and made following investmentspursuant to Section 186 of the Companies Act 2013:
a. Details of Investments
| Details of Investment | Amount (Rs.) |
| 1 Shares of Akshat Commodity Ltd | 30044640.00 |
| 2. Mutual Fund-Franklin India Ultra Short Bond Fund | 386000000.00 |
| 3 Investment in Listed Shares of HDFC Bank Ltd | 814153.83 |
| 4 Investment in Listed Shares of Housing Dev. Fin. Corp.Ltd | 551686.06 |
| 5 Investment in Listed Shares ICICI Bank | 335565.96 |
| 6 Investment in Listed Shares of Infosys | 415660.63 |
| 7 Investment in Listed Shares of ITC | 417279.95 |
| 8 Investment in Listed Shares of Kotak Mahindra Bank | 329656.64 |
| 9 Investment in Listed Shares of Larsen & Toubro | 306393.00 |
| 10 Investment in Listed Shares of Maruti Suzuki | 238674.77 |
| 11 Investment in Listed Shares of Reliance Industries Ltd | 587795.36 |
| 12 Investment in Listed Shares Tata Consultancy Services | 335668.55 |
| B Detail of Loan | |
| Details of Loan | Amount (Rs.) |
| 1 Abhishek Bansal | 2000000.00 |
| 2 Akshat Commodity Ltd | 411000000.00 |
| 3 Alka Sumeer | 3000000.00 |
| 4 APT Exports Pvt Ltd | 7000000.00 |
| 5 Brys Resorts Pvt Ltd | 5000000.00 |
| 6 Cloud Business Advisory LLP | 5000000.00 |
| 7 Dolly J Studio LLP | 5000000.00 |
| 8 Gurudayal Singh | 5300000.00 |
| 9 Impex Softech Pvt Ltd | 2000000.00 |
| 10 Manisha Tantia | 8000000.00 |
| 11 Meenu Dutta | 4000000.00 |
| 12 Neeraj Singh HUF | 10000000.00 |
| 13 Renuka Jain | 5000000.00 |
| 14 Silu Gutti | 4000000.00 |
| 15 Spirare Energy Pvt Ltd | 9500000.00 |
| 16 Vardhman Box & Printers LLP | 4000000.00 |
29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013 are disclosed in Form No. AOC-2 as Annexure-III of this report. With reference to section134(3) (h) of Companies Act 2013 all contracts and arrangement with related parties undersection 188(1) entered by the Company during the financial year 2018-19 were in ordinarycourse of business and on arm length basis.
30. CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the auditors regarding compliance of conditions ofCorporate Governance as stipulated in Regulation 27 of the SEBI (LODR) Regulations 2015is annexed with the report.
31. MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2019 is annexed for the reference of the stakeholders.
32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACTS 2013
The company has in place an Anti Sexual Harassment policy in line with the requirementof the Sexual Harassment of Women at the workplace (Prevention Prohibition
& Redressal) Act 2013. Internal Complaint Committee has been set up to redresscomplaints received regarding sexual Harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the financial year 2018-19 thecompany has not received any Sexual Harassment complaint.
33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Since the Company is an investment Company and is engaged in the business of investmentinto various securities available in the market it does not require to take steps forconservation of energy utilize alternate sources of energy and to make capital Investmenton energy conservation equipment's. Further the Company's nature of activity does notrequire it to obtain and absorb technology. Accordingly the information related totechnology absorption adaptation and innovation is reported to be Nil. Further Companyhas not earned and made any expenditure in foreign currency during the financial year2018-19 therefore foreign exchange In-Flow and Out-Flow was Nil during the year.
34. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is not covered by of the provisions of section 135 of the Companies Act2013 and the rules made thereunder therefore it is not mandatorily required to undertakethe Corporate Social Responsibility (CSR) activities for the financial year 2018-19.
35. HUMAN RESOURCES
Your Company does not have large "human resources" as the primary business isinvesting activity. However your Company continuously invests in attraction retentionand development of talent on an ongoing basis.
36. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Directors based on therepresentations received from the operating management and after due inquiry confirmsthat: (a) in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation n relating to material departures; (b) thedirectors had 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 the company at the end of the financial year and of the profitand loss of the company for that period; (c) the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) the directors had prepared the annual accounts on agoing concern basis; and (e) the directors had laid down internal financial controls tobe followed by the company and that such internal financial controls are adequate and wereoperating effectively. (f) the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
37. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of the said sections are not applicable to the company as no unpaiddividend is lying with the Company.
38. LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the annual listing fees for the Year 2018-19 toBSE where the Company's shares are listed.
39. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has duly followed the applicable Secretarial standards SS-1 & SS-2relating to Meeting of the Board of Directors and General Meeting respectively.
40. ACKNOWLEDGEMENTS
Your Directors acknowledge the recognition given and trust reposed in your Company bythe shareholders clients bankers suppliers and associates and records theirappreciation for the support lent by them.
