To, The Members 


ALPS MOTORS FINANCE LIMITED 

Your Directors have pleasure in presenting the 34th Annual Report on the
business and operations of the 

Company together with the Audited Statement of Accounts and the Auditors' Report of
your Company for the financial year ended, 31st March 2021. 


FINANCIAL HIGHLIGHTS: 

The summarized performance of the Company for the years 2020-2021 and 2019-2020 is
given below: 


  

    
Particulars
    
Financial Year Ended
  
  

    

    
March 31, 2021
    
March 31, 2020
  
  

    

    
(in Rs.)
    
(in Rs.)
  
  

    
Total Income
    
17,279,298.00
    
95,918,067.00
  
  

    
Total Expenditure
    
19,420,514.00
    
175,753,863.00
  
  

    
Profit after Depreciation but before Tax
    
(2,141,216.00)
    
(80,135,796.00)
  
  

    
Less:
    

    

  
  

    
Current Tax
    

    

  
  

    
Deferred Tax
    
3,613.00
    
2,485.00
  
  

    
Profit From continuing Operations
    
(2,144,829.00)
    
(80,138,281.00)
  
  

    
Profit/(Loss) from discontinuing operations
    
-
    
-
  
  

    
Profit / (Loss) After Tax
    
(2,144,829.00)
    
(80,138,281.00)
  



FINANCIAL PERFORMANCE 

During the year under review, Your Company has recorded a total income of Rs.
17,279,298/- against Rs. 95,918,067/- in the previous year. Profit/loss after taxation for
the financial year ended on 31st March, 2021 is Rs. (2,144,829/-) against Rs.
(80,138,281/-) in the previous year. 


RESERVE AND SURPLUS 

The company has incurred a loss of Rs. (2,144,829.00/-) in 31st March, 2021.
Therefore, it was being transferred to the reserve and surplus. 


DIVIDEND 

To Plough back the profits into the business, the Board of Directors has not declared
any dividend during the year. 


CHANGE IN THE NATURE OF BUSINESS 

During the year, the Company has not changed its nature of business. 


DEPOSITS 

The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014. No amount of principal or interest was outstanding as on the date of Balance Sheet. 


MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT 

There have been no material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year of the Company and
date of this report. 


POSTAL BALLOT 

During the year under Review, There is no Postal Ballot conducted by the company. 


CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT 

There was no change found to the Share Transfer Agent during the period under review. 


DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS 

The Company has a formal system of internal control testing which examines both the
design effectiveness and operational effectiveness to ensure reliability of financial and
operational information and all statutory / regulatory compliances. The Company has a
strong monitoring and reporting process resulting in financial discipline and
accountability. 


RISK MANAGEMENT POLICY 

Therefore, in accordance with the provisions of the Companies Act, 2013, the Board
members were informed about risk assessment and minimization procedures after which the
Board formally adopted steps for framing, implementing and monitoring the risk management
plan for the company. 

The main objective of this policy is to ensure sustainable business growth with
stability and to promote a pro-active approach in reporting, evaluating and resolving
risks associated with the business. In order to achieve the key objective, the policy
establishes a structured and disciplined approach to Risk Management, in order to guide
decisions on risk related issues. 

In today's challenging and competitive environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the Company are imperative. The common risks
inter alia are: Regulations, competition, Business risk, Technology obsolescence,
Investments, retention of talent and expansion of facilities. Business risk, inter-alia,
further includes financial risk, political risk, fidelity risk, legal risk. As a matter of
policy, these risks are assessed and steps as appropriate are taken to mitigate the same. 


PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE 

The prescribed particulars of Employees required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed herewith as Annexure to this Report. 

The information required pursuant to Section 197(12) read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Employees of the Company, will be provided on request. In terms of Section 136 of the Act,
the reports and accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars mentioned in rule 5(2) of the said rule
which is available for inspection by the Members at the Registered Office of the Company
during the business hours on working days of the Company upto the date of ensuing Annual
General Meeting. If any Member is interest in inspecting the same, such Member may write
to the Compliance officer in advance. 


Annexure to the Directors Report Disclosure under Section 197(12) of the Companies Act,
2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below: 


  

    
Sr. No.
    
Name of Director/KMP and Designation
    
Remuneration of Director/ KMP for FY 2020-21 (Rs.)
    
% increase in Remuneration in FY 2020-21**
    
Ratio of Remuneration of Director to Median Remuneration of employees
    
Ratio of Remuneration of Director to Median Remuneration of
    Employees
  
  

    
1.
    
N.A
    
Nil
    
N.A
    
N.A
    
N.A
  


The number of permanent employees as on 31st March 2021 was 2. Average of
remuneration of employees excluding KMPs Nil 

No employee's remuneration for the year 2020-21 exceeded the remuneration of any of the
Directors. 

Company's performance has been provided in the Directors' Report which forms part of
the Board Report. 

The key parameter for the variable component of key Managerial personnel(s) is linked
with Company performance and Individual performance. The remuneration of Directors, KMPs
and other employees is in accordance with the Remuneration Policy of the Company. 


STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE
COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIAL
YEAR ENDED MARCH 31, 2021 NOT APPLICABLE 

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND
ASSOCIATE COMPANIES DURING THE YEAR 

Since the Company has no subsidiaries as on 31st March, 2021, provision of
section 129 of the Companies Act, 2013 is not applicable. 


STATE OF COMPANY AFFAIRS: 

The Company is complying with all the applicable laws and provisions and there is no
adverse action against the business operations of the Company. 


STATUTORY AUDITORS 

In accordance with the provisions of Section 139 of the Companies Act, 2013, the Board
of Directors of the company has appointed M/s. Manoj Raj and Associates, Chartered
Accountants (Firm Registration number 017373N), as Statutory Auditors of the Company to
hold office from the conclusion of this Annual General Meeting till conclusion of 39th
Annual General Meeting. The Company has received a letter from M/s. Manoj Raj &
Associates, Chartered Accountants, confirming their eligibility under Section 141 of the
Companies Act, 2013. 


AUDITORS' REPORT 

The Notes on Financial Statements referred to in the Auditors' Report are
self-explanatory and therefore, in the opinion of the Directors, do not call for further
comments. 


MAINTENANCE OF COST RECORD: 

Maintenance of Cost record as specified by the Central Government under sub-section (1)
of Section 148 of the Companies Act, 2013 is not applicable on the Company. 


EXTRACT OF THE ANNUAL RETURN 

Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act, 2013, Extract
of the Annual Return for the financial year ended 31st March, 2021 made under
the provisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as
Annexure. 


CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO 

The particulars as required under the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of
Conservation of Energy and Technology Absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review. There was no
foreign exchange earning & outgo during the financial year under review. 


RELATED PARTY TRANSACTIONS 

There are no Related Party Transactions during the year under review 


CORPORATE SOCIAL RESPONSIBILITY (CSR) 

During the year under review, the Company is not required to comply with the provisions
related to Corporate Social Responsibility on the basis of its financial statement. 


DIRECTORS & COMMITTEES: 

a. Changes in Directors and Key Managerial Personnel 

During the Year under review, there is no change in the composition of the Board of
Directors. The Board remains the same. Ms. Sunila Sabharwal has been re-appointed as the
statutory auditor of the company w.e.f 29.09.2020 subject to the approval of shareholders
in the Annual General Meeting of the company. 


b. Declaration by an Independent Director(s) and re- appointment, if any 

All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Listing
Agreement. 


c. Formal Annual Evaluation 

Pursuant to the provisions of companies Act, 2013 and applicable provisions of Listing
Agreement, the Board has carried out annual performance evaluation of its own performance,
the directors individually as well the evaluation of the working of its Audit, Nomination
& Remuneration and Stakeholder committee. The manner in which the evaluation has been
carried out has been explained in Corporate Governance Report. 


NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS BOARD MEETINGS 

During the year, 09 (Nine) Board Meetings were convened and held. The details of which
are given below. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013. 


  

    
S. No.
    
Date of Meeting
    
Total No. of Directors on the Date of Meeting
    
No. of Directors Attended
  
  

    
1
    
29st May, 2020
    
4
    
3
  
  

    
2
    
30th June, 2020
    
4
    
3
  
  

    
3
    
30th July, 2020
    
4
    
3
  
  

    
4
    
03rd September, 2020
    
4
    
3
  
  

    
5
    
15th September, 2020
    
4
    
3
  
  

    
6
    
29th September, 2020
    
4
    
4
  
  

    
7
    
03rd October, 2020
    
4
    
3
  
  

    
8
    
12th November, 2020
    
4
    
3
  
  

    
9
    
13th February, 2021
    
4
    
3
  



EXTRAORDINARY GENERAL MEETINGS DURING THE FINANCIAL YEAR 2020-21 

There is no Extraordinary General Meeting Convened during the Financial Year 2020-21. 


AUDIT COMMITTEE 

The Board has well-qualified Audit Committee with majority of Independent Directors
including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation,
Internal Controls etc. 

The Audit Committee also advises the Management on the areas where internal control
system can be improved. The Terms of reference of the Audit Committee are in accordance
with Regulation 18 Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 as
follows: 

• Oversight of the Issuer's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible; 

• Recommending to the Board, the appointment, re-appointment and, if required,
there 

• Placement or removal of the statutory auditor and the fixation of audit fees. 

• Approval of payment to Statutory Auditors for any other services rendered by the
statutory auditors. 

• Reviewing, with the management, the annual financial statements before
submission to the board for approval, with particular reference to: 

i. Matters required to be included in the Directors' Responsibility Statement to be
included in the Board's report 

ii. Any changes in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on exercise of judgment by
management; 

iv. Significant adjustments made in the financial statements arising out of audit
findings; 

v. Compliance with listing and other legal requirements relating to financial
statements; 

vi. Disclosure to any related party transactions; 

vii. Qualifications in the draft audit report; 

• Reviewing with the management the half yearly financial statements before
submission to the Board for approval; 

• Reviewing with the management, performance of statutory and internal auditors,
adequacy of internal control systems; 

• Reviewing the adequacy of internal audit function, including the structure of
the internal 

• audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit; 

• Discussion with internal auditors any significant findings and follow up
thereon; 

• Reviewing the findings of any internal investigations by the internal auditors
into matters 

• where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matters to the Board; 

• Discussion with Statutory auditors before the audit commences, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of concern; 

• Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee. 


COMPOSITION 

During the year ended on 31st March, 2021, the composition of Audit
Committee has been as under: 


  

    
a.
    
Mr. Suneel Kumar (Member) -
    
Non Executive and Independent Director
  
  

    
b.
    
Mr. Sushil Kumar (Chairperson) -
    
Non Executive and Independent Director
  
  

    
c.
    
Ms. Sunila Sabharwal (Member) -
    
Executive Director
  


During the Financial year 2020-21, Five (05) meeting of Audit Committee was held i.e.
29th May, 2020, 30th July, 2020, 15th September, 2020, 12th
November, 2020 and 13th February, 2021. 


NOMINATION & REMUNERATION COMMITTEE 

The Company has duly constituted Nomination and Remuneration Committee to align with
the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013
and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), 2015. 


During the year ended on 31st March, 2021, the composition of Nomination and
Remuneration Committee has been as under: 


  

    
a.
    
Mr. Anil Kumar Gupta (Member)
    
-Non Executive and Non Independent Director
  
  

    
b.
    
Mr. Suneel Kumar (Member)
    
- Non Executive and Independent Director
  
  

    

    
Mr. Sushil Kumar (Chairperson)
    
- Non Executive and Independent Director
  


During the Financial year 2020-21, Five (05) meeting of Audit Committee was held i.e.
29th May, 2020, 30th July, 2020, 15th September, 2020, 12th
November, 2020 and 13th February, 2021. 


TERMS OF REFERENCE 

The terms of reference of Remuneration Committee includes the following: 

• The remuneration committee recommends to the board the compensation terms of the
executive directors. 

• The committee to carry out evolution of every director's performance and
recommend to the board his/her appointment and removal based on the performance. 

• The committee to identify persons who may be appointed in senior
management/Director in accordance with the criteria laid down. 

• Framing and implementing on behalf of the Board and on behalf of the
shareholders, a credible and transparent policy on remuneration of executive directors
including ESOP, Pension Rights and any compensation payment. 

• Considering approving and recommending to the Board the changes in designation
and increase in salary of the executive directors. 

• Ensuring the remuneration policy is good enough to attract, retain and motivate
directors. 

• Bringing about objectivity in deeming the remuneration package while striking a
balance between the interest of the Company and the shareholders." 


STAKEHOLDER RELATIONSHIP COMMITTEE 

The Company has duly constituted Stakeholder Relationship Committee to align with the
requirements prescribed under the provisions of Section 178 of the Companies Act, 2013 and
Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements), 2015. 

Our Company has constituted a Stakeholder Relationship Committee to redress the
complaints of the shareholders. The committee currently comprises of three Directors. Mr.
Suneel Kumar is the Chairman of the committee. 


  

    
a.
    
Mr. Suneel Kumar (Member) -
    
Non Executive and Independent Director
  
  

    
b.
    
Mr. Sushil Kumar (Chairperson) -
    
Non Executive and Independent Director
  
  

    
c.
    
Ms. Sunila Sabharwal (Member) -
    
Executive Director
  


During the Financial year 2020-21, Five (05) meeting of Audit Committee was held i.e.
29th May, 2020, 30th July, 2020, 15th September, 2020, 12th
November, 2020 and 13th February, 2021. 


ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE 

The Stakeholder Relationship Committee of our Board look into: 

• The redressal of investors complaints viz. non-receipt of annual report,
dividend payments etc. 

• Matters related to share transfer, issue of duplicate share certificate,
dematerializations. 

• Also delegates powers to the executives of our Company to process transfers etc.



DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES 

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of
Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for
its Directors and employees. In order to ensure that the activities of the Company and its
employees are conducted in a fair and transparent manner by adoption of highest standards
of professionalism, honesty, integrity and ethical behavior the company has adopted a
vigil mechanism policy. This policy is explained in corporate governance report and also
posted on the website of company. 


PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 

During the year, Company has provided Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013. 


PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: 

The Company has no material significant transactions with its related parties which may
have a potential conflict with the interest of the Company at large. The details of
transactions with the Company and related parties are given for information under notes to
Accounts. 


DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013 

In order to prevent sexual harassment of women at workplace; the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are
effective in the Company. Under the said Act, every company is required to set up an
Internal Complaints Committee to look into complaints relating to sexual harassment at
workplace of any women employee. As per the requirement of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made
thereunder, your Company has constituted Internal Committees (IC). While maintaining the
highest governance norms, to build awareness in this area, the Company has been conducting
induction / refresher programmes in the organization on a continuous basis. During the
period under review, there was no women employee employed in the company. So there was no
complaint on sexual harassment during the year under review. 


SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT 

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed M/s. Shankar Tayal & Associates, Practicing Company Secretary in
Practice to undertake the Secretarial audit of the Company. The Secretarial Auditor Report
provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure A. The
Management of the company is in process of ensuring that e - filing with Registrar of
Companies, NCT of Delhi & Haryana to be completed within time in order to avoid the
additional fee for delay submissions. Further necessary steps has been taken to ensure
that timely intimations to be sent to the Stock Exchange. 


CORPORATE GOVERNANCE REPORT 

A report on Corporate Governance along with a certificate regarding the compliances
with conditions of Corporate Governance as per Chapter IV of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to
this report. 


MANAGEMENT DISCUSSION AND ANALYSIS REPORT 

As required under Regulation 15 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Management Discussion and Analysis Report is
presented in the separate section and forms an integral part of the Directors Report and
attached. 


DIRECTORS' RESPONSIBILITY STATEMENT 

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that 

(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures; 

(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period; 

(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 the
company and that such internal financial controls are adequate and were operating
effectively. 

(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively. 


ACKNOWLEDGEMENT 

The board wishes to express and place on records its gratitude for the faith reposed in
and cooperation extended to the company by the shareholders of the company. Your directors
wish to place on record their deep sense of appreciation for the devoted and sincere
services of the executives, staff and workers of the company for its success. 


  

    

    
FOR AND ON BEHALF OF THE BOARD
  
  

    

    
ALPS MOTORS FINANCE LIMITED
  
  

    

    
Sd/-
    
Sd/-
  
  

    
Date: 17.08.2021
    
SUSHIL KUMAR
    
SUNILA SABHARWAL
  
  

    
Place: Delhi
    
DIN: 07100214
    
DIN: 02340208
  
  

    

    
E-128, Shubhash Vihar
    
49, Gujrawala Town
  
  

    

    
North Ghonda, Gali No.5
    
Part-II, Mukherjee Nagar
  
  

    

    
F-Block, Delhi-110053
    
New Delhi-110009