To
The Members
APOORVA LEASING FINANCE AND INVESTMENT COMPANY LIMITED
st
Your Directors have pleasure in presenting their 38
th Annual Reporton the business and operations of the Company and the accounts for the Financial Yearended 31 March 2021.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)
(IN LAKHS)
| Particulars | 2020-21 | 2019-20 |
| Revenue | 551.38 | 2181.67 |
| Profit & Loss (Before Interest & Depreciation) | 443.52 | 464.69 |
| Less: Depreciation & Amortization Expenses | 15.25 | 4.23 |
| Less: Interest | 0.09 | 5.22 |
| Profit/Loss before Tax | 428.18 | 455.24 |
| Less: Current Tax | 97.44 | 120.56 |
| Less: Deferred Tax | (1.96) | 0.02 |
| Less: Excess/short Provision of earlier year tax | | (0.19) |
| Profit/Loss after Tax | | |
| 332.70 | 334.85 |
| Add: Item that will not be re-classified to profit & Loss | 395.35 | 104.55 |
| Less: Income Tax relating to items that will not be reclassified to profit & Loss | 99.50 | 26.31 |
| Total comprehensive income for the period | 628.55 | 413.09 |
2. OPERATIONAL PERFORMANCE
During the financial year 2020-21 the company has recorded revenue of Rs. 551.38 lakhsand has earned net profit of Rs 332.70 Lakhs as compared to profit of Rs. 334.85 lakhs inthe last year. The Directors are optimistic about future performance 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 2020-21.
5. RESERVES
The Company has Rs 11594.65 Lakhs 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
| S.No. Name of the Person | Designation | Appointment/Resignation/Change designation | in Date of Appt/ Resignation/Change in designation |
| 1 Mrs. Anupama Singh Tyagi | Executive Director | Change in Designation | 30/09/2020 |
| 2 Mr. Antriksh Singh | Executive Director | Appointment | 30/09/2020 |
| 3 Mr. Akhil Kumar Upadhyay | Independent Director | Appointment | 30/09/2020 |
Further in addition to the above mentioned restructuring of the Board the followingchanges were also made
Mrs. Anupama Singh Tyagi who was liable to retire by rotation was re-appointed in theAGM held on 30th September 2020.
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 5 (Five) 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 1 (One) 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 talentand assume that the policy is in consonance with the existing industry practice.
2. The Company’s Remuneration Strategy is a key and integral component of thebroader Human Resource Strategy of the Company and whilst focusing on remuneration andrelated aspects of performance management is aligned with and reinforces the employeevalue proposition of a superior quality of work life that includes an enabling workenvironment an empowering and engaging work culture and opportunities to learn and grow.
3. The policy ensures that remuneration practices support and encourage the performanceof employees.
4. Remuneration of Executive Directors Key Managerial Personnel and Senior Managementis determined and recommended by the Board Nomination & Remuneration Committee andapproved by the Board.
5. The remuneration shall be subject to the approval of the shareholders of theCompany wherever required. It shall be as per the statutory provisions of the CompaniesAct 2013 read with the rules made there under for the time being in force. 6.Remuneration is reviewed and revised periodically and also when such a revision iswarranted by the market.
There is no employee in the company drawing remuneration in excess as prescribed underRule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.However the list of Top 10 employees is attached with the report and marked asAnnexure-IV.
13. MANAGERIAL REMUNERATION
| 1. Ratio of remuneration of each director to median remuneration of employees Atul Singh Tyagi | 60.00 Lakhs( Annually) |
| 2. Percentage Increase in remuneration of each Directors and KMPs | 10.20 |
| 3. Percentage Increase in the median remuneration of employees | 2.68 |
| 4. Number of permanent employees | 15 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; | -15.74:10.20 |
| 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: None of the companies became or ceased as subsidiaries/jointventures/ Associates companies during the year.
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 I.
During the year the Company generated revenue of Rs. 551.74 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 Statutory Auditors M/s Pawan Nanak Bansal & Co. Chartered Accountants were reappointed as the statutory Auditors of the Company in the AGM held on 30thSeptember 2020 to hold the office till the conclusion of AGM for the financial year2024-2025.
In accordance with the Companies Amendment Act 2017 enforced on 7th May2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every Annual General Meeting. The Auditor has confirmed thatthey are not disqualified under any provisions of Section 141(3) of Companies Act 2013and also their engagement with the company is within the prescribed limits under section141 (3)(g) of Companies Act 2013.
16 AUDITORS’ REPORT
The Auditors’ Report does not contain any qualification. Notes to Accounts andAuditors remarks in their report are self-explanatory and do not call for any furthercomments.
17. DISCLOSURE ABOUT COST AUDIT
As per the Cost Audit Orders Cost Audit is not applicable to the Company’s forthe FY 2020-21.
18. SECRETARIAL AUDIT REPORT
M/s Dharambeer Dabodia & Associates Secretarial Auditor were resigned from theposition of Secretarial auditors of the Company on 24 June 2020
In terms of Section 204 of the Act and Rules made there under M/s. SPR & CoPracticing Company Secretary has been appointed Secretarial Auditor of the Company. Thereport of the Secretarial Auditor is enclosed as Annexure III to this report.
The point-wise comments are enumerated as follows:
1. According to the explanations given to us by the company and as per themanagement due to its turnover in commodity future and option the company does notsatisfy the conditions required to get registered u/s 45-IA of the Reserve Bank India Act1934. 2. The winding-up petition filed by the Registrar of Companies NCT of Delhi (ROC)against the Company u/s 271 of the Companies Act 2013 has been decided in favour of theCompany by the Hon’ble National Company Law Tribunal New Delhi. The ROC has filedappeal before Hon’ble National Company Law Appellate Tribunal New Delhi and thedecision has been given by Hon’ble National Company Law Appellate Tribunal in favourof Company. There is no further communication received from ROC or any other authoritiesin F/Y 2020-2021 on this matter.
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 Mrs "Shalu Sharma." employee of the companyas Internal Auditor on 15th September 2020. During the year the Companycontinued to implement their suggestions and recommendations to improve the controlenvironment. Their scope of work includes review of processes for safeguarding the assetsof the Company review of operational efficiency effectiveness of systems and processesand assessing the internal control strengths in all areas. Internal Auditors findings arediscussed and corrective steps are taken as per the directions of Audit Committee on anongoing 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. 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 31st March 2021 on its thewebsite at http://www.apoorvaleasingfinance.com/index.php?event=Annual%20Report. By virtueof amendment to section 92(3) of the Companies Act 2013 the companies is not required toprovide extract of Annual Return (Form MGT-9) as part of the Board Report
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.
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 Company has not received any significant or material orders passed by theregulators or courts or appellate tribunals impacting the going concern status andCompany’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’spolicies the safeguard of its assets the prevention and detection of frauds and errorsthe accuracy 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 policiesand Standard Operating Procedures (SOPs) and audit and compliance by Internal Auditor Mrs.Shalu Sharma Account officer of the Company.
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
| S. No. Details of Investment | Amount (Rs.) |
| 1. Mutual Fund- HDFC low duration fund | 62741991.53 |
| 2. Mutual Fund- Short Term Debt fund | 62500000.00 |
| 3. Mutual Fund -SBI Magnum Low Duration Fund | 17647163.89 |
| 4. Mutual Fund -SBI short Term Mutual Fund | 17500000.00 |
| 5. Investment in Listed Shares of Bank of Baroda | 41745.60 |
| 6. Investment in Listed Shares of HDFC Bank Ltd | 1495406.48 |
| 7. Investment in Listed Shares of Hindustan Uniliver | 735264.62 |
| 8. Investment in Listed Shares of Housing Dev. Fin. Corp. Ltd | 1135652.70 |
| 9. Investment in Listed Shares of Indian Oil | 151428.15 |
| 10. Investment in Listed Shares of IndusInd Bank | 2106259.57 |
| 11. Investment in Listed Shares of Infosys | 961262.08 |
| 12. Investment in Listed Shares of ITC | 1500668.43 |
| 13. Investment in Listed Shares of Kotak Mahindra Bank | 751761.26 |
| 14. Investment in Listed Shares of Larsen & Toubro | 414356.24 |
| 15. Investment in Listed Shares of Punjab National Bank | 58002.30 |
| 16. Investment in Listed Shares of Reliance Industries Ltd | 1404848.57 |
| 17. Investment in Listed Shares Tata Consultancy Services | 790861.90 |
| 18. Investment in Listed Shares of State Bank of India | 167132.92 |
| 19. Investment in Listed Shares of Tata Motors | 84544.91 |
| 20. Investment in Listed Shares of Vodafone Idea Ltd | 3185161.83 |
| B Detail of Loan | |
| S.No. Details of Loan | Amount (Rs.) |
| 1. Akshat Capital Pvt Ltd | 16000000.00 |
| 2. Akshat Commodity Ltd | 13300000.00 |
| 3 Amitabh Tantia | 3000000.00 |
| 4. Anand Singhal | 2500000.00 |
| 5. Astha Apparels pvt Ltd | 12000000.00 |
| 6. Neeraj Singh HUF | 6000000.00 |
| 7. Poonam Gupta | 5000000.00 |
| 8. Rajesh Hassija | 12100000.00 |
| 9. Rajinder Deepa | 500000.00 |
| 10. Sangeeta Singhal | 1500000.00 |
| 11. Sanjay Bansal | 5000000.00 |
| 12. Shivam Deepa | 500000.00 |
| 13. Shlok Goel | 1000000.00 |
| 14. Shri Krishna Bricks | 500000.00 |
| 15. Siddhant Sharma | 1500000.00 |
| 16. Sonia Arora | 500000.00 |
| 17. Sparkle Edge LLP | 197028.00 |
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-II 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 2020-21 were in ordinarycourse of business and on arm length basis.
30. CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the practicing Company Secretary auditors regardingcompliance of conditions of Corporate Governance as stipulated in Regulation 27 of theSEBI (LODR) Regulations 2015 is 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 2021 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 redress complaintsreceived regarding sexual Harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. During the financial year 2020-21 the company hasnot 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 activitydoes not require it to obtain and absorb technology. Accordingly the information relatedto technology absorption adaptation and innovation is reported to be Nil. FurtherCompany has not earned and made any expenditure in foreign currency during the financialyear 2020-21 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 2020-21.
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 standards hadbeen followed along with proper explanation n relating to material departures;
(b) the directors had 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 affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating 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 2020-21 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.
| Place: Delhi | For and on behalf of the Board of Directors |
| Date: 14th August 2021 | Apoorva Leasing Finance and Investment Company Limited |
| Sd/- | Sd/- |
| Atul Singh Tyagi | Suresh |
| Managing Director | Director |
| DIN-01335008 | DIN- 07762126 |
