APOORVA LEASING FINANCE AND INVESTMENT COMPANY LIMITED
Your Directors have pleasure in presenting their 35th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended 31stMarch 2018.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)
|Particulars ||2017-18 ||2016-17 |
|Revenue ||929.91 ||563.41 |
|Profit/(Loss) Before Interest and Depreciation ||385.37 ||82.17 |
|Less: Depreciation and Amortization Expenses ||1.02 || |
|Less: Interest ||0.02 ||0.41 |
|Profit/(Loss) before tax ||384.34 ||81.76 |
|Less: Current Tax ||106.41 ||24.25 |
|Less: Deferred tax ||(0.07) ||- |
|Profit /(Loss) after Tax ||278.00 ||57.59 |
|Add: Items that will not be reclassified to profit or loss ||89.90 ||0.41 |
|Less: Income tax relating to items that will not be reclassified to profit or loss ||24.76 ||0.12 |
|Total comprehensive income for the period ||343.14 ||57.87 |
2. OPERATIONAL PERFORMANCE
During the financial year 2017-18 the company has recorded revenue of Rs92991262.22/- and has earned net profit of Rs 27800407.43/- as compared to profit ofRs. 5758541/- in the last year. The Directors are optimistic about future performance ofthe company.
3. CHANGE IN THE NATURE OF BUSINESS IF ANY
There is no change in the nature of Business of the company
As the company retained the earnings for investment in future projects The directorshave not recommended for any dividend for the financial year 2017-18.
The Company has Rs.1022440354.29 /- in the reserves. Out of the amount availablefor appropriation 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 in designation ||Date of Appt./Resign/Change in designation |
|1 ||Ms. Neha Nimja ||Independent Director ||Change in designation ||25/09/2017 |
|2 ||Mr. Suresh ||Independent Director ||Change in designation ||25/09/2017 |
Further in addition to the above mentioned restructuring of the Board the followingchanges were also made during the last financial year: Mrs. Anupama Singh Tyagi who wasliable to retire by rotation was re-appointed in the AGM held on 25thSeptember 2017.
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 appointed as the company Secretary with effect from 1stAugust 2017.
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.
In the Compliance of Provisions of clause (b) of sub-section (3) of Section 134 ofCompanies Act 2013 there were 6 (six) Board Meetings held during the financial year thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
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 insub-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 the broaderHuman Resource Strategy of the Company and whilst focusing on remuneration and relatedaspects of performance management is aligned with and reinforces the employee valueproposition 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 thereunder 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) 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 ||3.9 Lacs (annually) |
|2. Percentage increase in remuneration of each director and KMPs ||62.50% |
|3. Percentage increase in the median remuneration of employees ||-16.83% |
|4. Number of permanent employees ||24 but the Company does not employ 20 or more than 20 employees at any point of time. |
|5. 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:
|S. No. ||Name of the Company ||CIN/Registration Number ||Subsidiary/Joint Ventu re/Associates Company ||Date on which become / Ceased ||Become/Ceased |
|1. ||Akshat Commodity Ltd ||U93000UR1992PLC033416 ||Associate ||18th December 2017 ||Become |
Pursuant to sub-section (3) of Section 129 of the Act and rules made thereunder 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. 947.10 Lacs 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.
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 with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.
The Auditor has confirmed that they are not disqualified under any provisions ofSection 141(3) of Companies Act 2013 and also their engagement with the company is withinthe prescribed limits under section 141 (3)(g) of Companies Act 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 FY2017-18.
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. Delay in form filling
Due to oversight the company failed to file some of the forms in prescribed time frameof Companies Act 2013 and applicable additional fees has already been paid to Ministry ofCorporate Affairs.
2. Company Engaged in Financing & Investment Activity
The Company is engaged in the business of Investing and granting of loan as enumeratedin the main object of its Memorandum of Association.
19. INTERNAL AUDIT & CONTROLS
In terms of Section 138 of the Companies Act 2013 and Rule 13 of Company (Accounts)Rules 2013 the Company appointed M/s "Ankur K Gupta & Co."Chartered Accountants as Internal Auditor on 3rd February 2016. During theyear the Company continued to implement their suggestions and recommendations to improvethe control environment. Their scope of work includes review of processes for safeguardingthe assets 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 isalso available 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 filed a winding up petition before Hon'ble National Company Law Tribunal under section271 of the Companies Act 2013. The matter is subjudice. Mr. Atul Singh Tyagi and M/sTimes Capital Services Private Limited have given open offer to takeover the company andalso for changing of management of the company.
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
On 7th July 2017 the Company has received a notice from the office of theRegional Director Northern Region under section 274(4) of the Companies Act 2013 forwinding up. The Company has not received any significant or material orders passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations 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 control system which ensures the allassets are safeguarded and protected and that the transactions are authorized recordedand reported correctly. The Company's Internal Financial Control System also comprises ofdue compliances with Company's policies and Standard Operating Procedures (SOPs) and auditand compliance by Internal Audit Team M/s "Ankur K Gupta & CO."Chartered Accountants Delhi.
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 Investment
|S.No. ||Details of investment ||Amount (Rs.) |
|1. ||Investment in Listed Shares of Sun Pharma ||2407996.30 |
|2. ||Mutual Fund-Franklin India Ultra Short Bond Fund ||392500000.00 |
|3. ||Mutual Fund-ICICI Prudential Mutual Fund Collection ||5000000.00 |
|4. ||Mutual fund-UTI Mutual Fund Collection ||5000000.00 |
|5. ||Flat No. 307 Vasant Kunj ||14000000.00 |
|6. ||Flat No. 403 Vasant Kunj ||12000000.00 |
|7. ||Investment in Precious Stones ||2000000.00 |
|8. ||Plot No. 73 Sector-45 Noida ||17550800.00 |
|9. ||Shares ofAkshat Commodity Limited ||36059000.00 |
|10. ||Shares of Space Height Construction Pvt. Ltd. ||1587500.00 |
| ||Total ||488105296.30 |
b) Details of Loan
|Sl. No ||Particulars ||Amount in INR |
|1. ||Akshat Commodity Ltd. ||34300000 |
|2. ||Amit Srivastava ||2500000 |
|3. ||Ananya Dreams Homes Pvt. Ltd. ||5500000 |
|4. ||Anmol Khatri ||7000000 |
|5. ||Ashu Garments Pvt. Ltd. ||5400000 |
|6. ||Brys Resorts Pvt Ltd ||3950000 |
|7. ||Cloud Business Advisory Limited ||3000000 |
|8. ||Deepak Bhandari ||2500000 |
|9. ||Delight Buildcon Pvt. Ltd. ||1000000 |
|10. ||Dolly J Studio LLP ||17500000 |
|11. ||Dwarika Softech Solutions Pvt. Ltd. ||42500000 |
|12. ||Espan Infrastructure Ltd. ||15000000 |
|13. ||Falcon Buildtech ||5000000 |
|14. ||HOTLIGHT WOODCRAFT ||21000000 |
|15. ||Impex Softech Pvt. Ltd ||8000000 |
|16. ||J.B.Spintex Pvt. Ltd. ||5000000 |
|17. ||JS Bhushan Cap Fin ||12500000 |
|18. ||Neeraj Kumar Singh ||5000000 |
|19. ||Neeraj Singh HUF ||8000000 |
|20. ||Prateek Sinha ||3000000 |
|21. ||Rajinder Deepa ||1000000 |
|22. ||Rocksand Support ||17000000 |
|23. ||Siddhant Sharma ||1500000 |
|24. ||Solitare Satyam Pvt. Ltd ||10500000 |
|25. ||Sparkle Edge LLP ||7000000 |
|26. ||Spirare Energy Pvt. Ltd. ||8000000 |
|27. ||SSK Construction Pvt. Ltd. ||26500000 |
|28. ||Swarup Orimono Pvt. Ltd. ||100000 |
|29. ||Vanadiam Infra Project Pvt. Ltd. ||8000000 |
|30. ||Vardhman Box & Printers Pvt. Ltd. ||3000000 |
|31. ||Vikas Agarwal ||2500000 |
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 2013are disclosed in Form No. AOC-2 as Annexure-III of this report. With reference tosection 134(3) (h) of Companies Act 2013 all contracts and arrangement with relatedparties under section 188(1) entered by the Company during the financial year 2016-17 werein ordinary course 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 31stMarch 2018 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 2017-18 the company has not received any Sexual Harassmentcomplaint.
33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSANDOUTGO
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 not require it to obtain and absorbtechnology. Accordingly the information related to technology absorption adaptation andinnovation is reported to be Nil.
Further Company has not earned and made any expenditure in foreign currency during thefinancial year 2017-18 therefore foreign exchange In-Flow and Out-Flow was Nil during theyear.
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 2017-18.
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 relatingto 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 2017-18 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.
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.
For and on behalf of the Board of Directors
Apoorva Leasing Finance and Investment Company Limited
|Sd/- ||Sd/- |
|Atul Singh Tyagi ||Suresh |
|Managing Director ||Director |
|DIN-01335008 ||DIN-07762126 |
|Place: Noida || |
|Date: 14th August 2018 || |
|ANNEXURE No. ||CONTENT |
|I ||Annual Return Extracts in MGT 9 |
|II ||Details of Subsidiaries and Associates-AOC-1 |
|III ||AOC 2- Related Party Transactions |
|IV ||MR-3 Secretarial Audit Report |
|V ||Top Ten Employees in terms of remuneration drawn |
Annexure-II to Directors Report for the year ended 31st March 2018
STATEMENT PURSUANT TO FIRST PROVISO TO SUB -SECTION (3) OF SECTION 129 READ WITH RULE 5OF COMPANIES (ACCOUNTS) RULES 2014
|S.No. ||Name of Subsidiary ||Yukati E Services Limited ||Cloud Business Advisory Ltd. ||Summer Infotech Pvt. Ltd ||Space Height Constructions Pvt. Ltd |
|1 ||Date Since When Subsidiary Was Acquired ||31st March 2016 ||15th March 2018 ||31st March 2016 ||9th October 2017 |
|2 ||Reporting Period Of The Subsidiary If Different From The Holding Company's Reporting Period. ||Same as Holding ||Same as Holding ||Same as Holding ||Same as Holding |
|3 ||Reporting Currency And Exchange Rate As On The Last Date Of The Relevant Financial Year In The Case Of Foreign Subsidiaries ||INR ||INR ||INR ||INR |
|4 ||Share Capital ||3625000 /- ||100000/- ||2547000/- ||1502700/- |
|5 ||Reserves And Surplus ||33539178/- ||(4658)/- ||102945625/- ||44790466/- |
|6 ||Total Assets ||51883287/- ||3254411/- ||105603729/- ||46460400/- |
|7 ||Total Liabilities ||51883287/- ||3254411/- ||105603729/- ||46460400/- |
|8 ||Investments ||33985750/- ||2297739/- ||22460700/- ||24584405/- |
|9 ||Turn Over ||814762/- ||29048/- ||656089/- ||248000/- |
|10 ||Profit / Loss Before Tax ||(123518)/- ||6979/- ||253224/- ||(440962) |
|11 ||Provision For Tax ||70164 || ||65204/- ||5189/- |
|12 ||Profit / Loss After Tax ||(193682)/- ||6979/- ||188020/- ||446151/- |
|13 ||Proposed Dividend ||- ||- ||- ||- |
|14 ||Extent Of Shareholding (In Percentage) ||82.76% ||100% ||*90.30% ||53.24% |
* The Company holds 45.15% shareholding directly and 45.15% through one of itssubsidiaries.
PART- B ASSOCIATES AND JOINT VENTURES
|S.No. ||Name of Associates or Joint Ventures ||Avancer Infrasolution Pvt. Ltd ||Antriksh Stocks & Shares Broker Pvt. Ltd ||Akshat Commoduty Ltd. |
|1. ||Last Audited Balance Sheet date ||31st March 2018 ||31st March 2018 ||31st March 2018 |
|2. ||Date on which the Associate or Joint Venture was associated or acquired ||13.01.2016 ||31.03.2016 ||18.12.2017 |
|3. ||Shares of the Associate or Joint Venture held by the company on the year end: || || || |
| ||Number ||3200 ||20000 ||1425257 |
| ||Amount of Investment in the Associate or Joint Venture ||8000000/- ||200000/- ||36059000/- |
| ||Extent of holding (in percentage) ||24.24% ||50% ||24.94 |
|4. ||Description of how there is significant influence ||Holding of more than 20% of Share capital ||Holding of more than 20% of Share capital ||Holding of more than 20% of Share capital |
|5. ||Reason why the associate/joint venture is not consolidated ||- ||- ||- |
|6. ||Net worth attributable to shareholding as per latest audited balance sheet ||8029817/- ||13230770/- ||144822401 |
|7. ||Profit or Loss for the year ||4280/- ||41628/- ||431425 |
|(i) ||Considered in consolidation ||1037/- ||20814/- ||20814 |
|(ii) ||Not Considered in consolidation ||3243/- ||20814/- ||410611 |
For and on behalf of the Board of Directors
Apoorva Leasing Finance and Investment Company Limited
|Sd/- ||Sd/- |
|Atul Singh Tyagi ||Suresh |
|Managing Director ||Director |
|DIN-01335008 ||DIN- 07762126 |
|Place: Noida || |
|Date: 14th August 2018 || |