To
The Members,
APOORVA LEASING FINANCE AND INVESTMENT COMPANY LIMITED
Your Directors have pleasure in presenting their 39th Annual Report on
the business and operations of the Company and the accounts for the Financial Year ended
31st March, 2022.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
(STANDALONE)
(IN LAKHS)
Particulars |
2021-22 |
2020-21 |
Revenue |
1004.26 |
551.38 |
Profit & Loss (Before Interest & Depreciation) |
835.02 |
443.52 |
Less: Depreciation & Amortization Expenses |
11.56 |
15.25 |
Less:Interest |
1.41 |
0.09 |
Profit/Loss before Tax |
822.05 |
428.18 |
Less: Current Tax |
152.08 |
97.44 |
Less: Deferred Tax |
-1.03 |
(1.96) |
Less: Excess/short Provision of earlier year tax |
- |
- |
Profit/Loss after Tax |
671.00 |
332.70 |
Add: Item that will not be re-classified to profit & Loss |
127.28 |
395.35 |
Less: Income Tax relating to items that will not be
reclassified to profit & Loss |
32.03 |
99.50 |
Total comprehensive income for the period |
766.25 |
628.55 |
2. OPERATIONAL PERFORMANCE
During the financial year 2021-22, the company has recorded revenue of
Rs. 1004.26 lakhs and has earned net profit of Rs 671.00 Lakhs as compared to profit of
Rs. 332.70 Lakhs in the 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 directors have not recommend any dividend for the financial year 2021-22.
5. RESERVES
The Company has Rs 12065.03 Lakhs in the reserves. Out of the amount
available for 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 has neither issued any equity shares with differential rights nor any sweat equity
shares.
7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED AND
RESIGNED DURING THE YEAR
S.No. Name of the Person |
Designation |
Appointment/Resignation/Change in designation |
Date of Appt/ Resignation/Change in designation |
1 Mr. Pankaj Mishra |
Company Secretary |
Resignation |
16/10/2021 |
2 Ms. Chetna Sajwan |
Company Secretary |
Appointment |
24/02/2022 |
8. PARTICULARS OF EMPLOYEES
Pursuant to the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, there are no employees who withdraw a salary exceeding the limits
as prescribed in the aforesaid rules.
9. MEETINGS OF THE BOARD OF DIRECTORS AND INDEPENDENT DIRECTORS HELD
DURING THE FINANCIAL YEAR
In the Compliance of Provisions of clause (b) of sub-section (3) of
Section 134 of Companies Act, 2013, there were 8 (Eight) Board Meetings held during the
financial year, the details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013 read with Secretarial Standards-1.
In addition to the above, 1 (One) meeting of the Independent Directors
was held during the year in compliance with the Section 149(8) read with Schedule IV to
the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015.
10. BOARD EVALUATION
Pursuant to the provisions of the Section 178 of the Companies Act,
2013 and Regulation 17 of SEBI Listing Regulations, 2015, the Board has carried out an
annual performance evaluation of its own performance, the Directors including independent
directors individually as well as the evaluation of the working of its Audit, Nomination
& Remuneration and Compliance Committees. The manner in which the evaluation has been
carried 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 the Companies 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 and 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 broader Human Resource Strategy of the Company and, wh ilst focusing on
remuneration and related aspects of performance management, is aligned with and reinforces
the employee value proposition of a superior quality of work life, that includes an
enabling work environment, an empowering and engaging work culture and opportunities to
learn and grow.
3. The policy ensures that remuneration practices support and encourage
the performance of employees.
4. Remuneration of Executive Directors, Key Managerial Personnel and
Senior Management is determined and recommended by the Board Nomination & Remuneration
Committee and approved by the Board.
5. The remuneration shall be subject to the approval of the
shareholders of the Company, wherever required. It shall be as per the statutory
provisions of the Companies Act, 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 is warranted by the market.
There is no employee in the company drawing remuneration in excess as
prescribed under Rule 5 of Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014. However, the list of Top 10 employees is attached with the report
and marked as Annexure-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 |
Not Increased |
3. Percentage Increase in the median
remuneration of employees |
Not Increased |
4. Number of permanent employees as on 31st
march 2022. |
13 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; |
Not Applicable |
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 does 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/Associates Companies during the year:
None of the companies became or ceased as subsidiaries/joint ventures/
Associates companies during the year.
Pursuant to sub-section (3) of Section 129 of the Act and rules made
there under, the statement containing the salient feature of the financial statement of a
Comp any's subsidiary or subsidiaries, associate company or companies and joint venture or
ventures is given as Annexure I.
During the year, the Company generated revenue of Rs. 1004.25 Lakhs at
group level.
Further, the Annual Accounts and related documents of the subsidiary
and associate company shall be kept open for inspection at the Registered & Corporate
Office of the Company after their finalization. The Company will also make available copy
thereof upon specific request by any Member of the Company for the same. Further, pursuant
to Accounting Standards AS-21 issued by the Institute of Chartered Accountants of India,
Consolidated Financial Statements presented by the Company in this Annual Report include
the financial information of its Subsidiaries and Associates.
15. AUDITORS
The Statutory Auditors, M/s Pawan Nanak Bansal & Co., Chartered
Accountants were re appointed as the statutory Auditors of the Company in the AGM held on
30th September, 2020 to hold the office till the conclusion of AGM for the financial year
2024-2025.
In accordance with the Companies Amendment Act, 2017, enforced on 7th
May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is
not required to be ratified at every Annual General Meeting.
The Auditor has confirmed that they are not disqualified under any
provisions of Section 141(3) of Companies Act, 2013 and al so their engagement with the
company is within the 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 Auditors remarks 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 FY 2021-22.
18. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under, M/s. SPR
& Co, Practicing Company Secretary has been appointed Secretarial Auditor of the
Company. The report of the Secretarial Auditor is enclosed as Annexure III to this report.
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 Ms "Gauri Handa.",
employee of the company as Internal Auditor w.e.f 30th June, 2021. During the year, the
Company continued to implement their suggestions and recommendations to improve the
control environment. Their scope of work includes review of processes for safeguarding the
assets of the Company, review of operational efficiency, effectiveness of systems and
processes, and assessing the internal control strengths in all areas. Internal Auditors
findings are discussed and corrective steps are taken as per the directions of Audit
Committee 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, 2013, a Vigil Mechanism for Directors and Employees to report their genuine
concerns has been established. The Vigil Mechanism Policy has been uploaded on the website
of the Company at www.apoorvaleasingfinance.com under investors/policy documents/Vigil
Mechanism Policy link.
21. RISK MANAGEMENT POLICY
The Company has in place comprehensive risk management and minimization
procedures, which 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 company has placed a copy of the Annual Return as at 31st March, 2022 on its the
website http://www.apoorvaleasingfinance.com/index.php?event=Annual%20Report. By virtue of
amendment to section 92(3) of e Companies Act, 2013 the companies is not required to
provide 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 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 is no Material changes occurred subsequent to the close of the
financial year of the Company to which the balance sheet relates and the date of the
report like settlement of tax liabilities, operation of patent rights, depression in
market value of investments, institution of cases by or against the company, sale or
purchase of capital assets or destruction 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 shares in the company.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
The Company has not received any significant or material orders passed
by the regulators or courts or appellate tribunals impacting the going concern status and
Company's operations in future.
26. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
According to Section 134 (5)(e) of the Companies Act, 2013, the term
Internal Financial Control (IFC) means the policies and procedures adopted by the Company
for ensuring the orderly and efficient conduct of its business, including adherence to
Company's policies, the safeguard of its a ssets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information.
The Company has a well placed internal financial control system, which
ensures the all assets are safeguarded, and protected and that the transactions are
authorized, recorded and reported correctly. The Company's Internal Financial Control
System also comprises of due compliances with Company's policies and Stan dard Operating
Procedures (SOPs) and audit and compliance by Internal Auditor Ms. Gauri Handa, Account
officer of the Company.
27. DEPOSITS
The company has neither accepted nor renewed any deposits falling under
chapter V of Companies Act, 2013.
28 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has provided following loans and guarantees and made
following investments pursuant 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 |
6,27,41,991.53 |
2. Mutual Fund -SBI Magnum Low Duration Fund |
1,76,47,163.89 |
3. Mutual Fund- Franklin India Ultra Short Bond Fund |
85,26,860.30 |
4. Mutual Fund- ICICI Prudential Collection |
62,051.00 |
5. Mutual Fund- UTI Mutual Fund Collection |
20,089.86 |
6. Mutual Fund- Franklin Short term Ret. |
4,577.90 |
7. Mutual Fund- Franklin India Short Terms Income Plan- Debt
fund |
3,460.20 |
8. Investment in Listed Shares- Sun Pharma |
19,26,397.04 |
9. Investment in Listed Shares- Asian Paint |
19,63,634.00 |
10. Investment in Listed Shares- Hindustan pertolium |
1,24,657.00 |
11. Investment in Listed Shares- ICICI Bank |
3,54,774.10 |
12. Investment in Listed Shares-Indusind Bank investment |
2,50,266.67 |
13. Investment in Listed Shares- ITC |
6,12,859.78 |
14. Investment in Listed Shares-Pfizer |
62,796.00 |
29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the
Company with related 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 section 134(3) (h) of Companies Act, 2013 all contracts and arrangement with
related parties under section 188(1) entered by the Company during the financial year
2021-22 were in ordinary course of business and on arm length basis.
30. CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the practicing Company Secretary
auditors regarding compliance of conditions of Corporate Governance as stipulated in
Regulation 27 of the SEBI (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 year ended 31st March, 2022 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 requirement of the Sexual Harassment of Women at the workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaint Committee has been set up to
redress complaints received regarding sexual Harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
During the financial year 2021-22 the company has not received any
Sexual Harassment complaint.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Since the Company is an investment Company and is engaged in the
business of investment into various securities available in the market, it does not
require to take steps for conservation of energy, utilize alternate sources of energy and
to make capital Investment on energy conservation equipment's.
Further, the Company's nature of activity does not require it to obtain
and absorb technology. Accordingly, the information related to technology absorption,
adaptation and innovation is reported to be Nil.
Further, Company has not earned and made any expenditure in foreign
currency during the financial year 2021-22, 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 Act, 2013 and the rules made there under, therefore, it is not mandatorily
required to undertake the Corporate Social Responsibility (CSR) activities for the
financial year 2021-22.
35. HUMAN RESOURCES
Your Company does not have large "human resources" as the
primary business is investing activity. However, your Company continuously invests in
attraction, retention and 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 the representations received from the operating management and after due inquiry
confirms that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation n 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.
37. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of the said sections are not applicable to the company
as no unpaid dividend is lying with the Company.
38. LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the annual listing fees for the
Year 2021-22 to BSE where the Company's shares are listed.
39. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has duly followed the applicable Secretarial standards,
SS-1 & SS-2 relating to Meeting of the Board of Directors and General Meeting
respectively.
40. Details of application/ any proceedings pending under the
Insolvency and Bankruptcy Code, 2016
Neither any application was made nor any proceedings are pending under
The Insolvency and Bankruptcy Code, 2016.
41. ACKNOWLEDGEMENTS
Your Directors acknowledge the recognition given and trust reposed in
your Company by the shareholders, clients, bankers, suppliers and associates and records
their appreciation for the support lent by them.
Place: Delhi |
For and on behalf of the Board of Directors |
|
Date: 30th August, 2022 |
Apoorva Leasing Finance and Investment Company Limited |
|
|
Sd/- |
Sd/- |
|
Atul Singh Tyagi |
Suresh |
|
Managing Director |
Director |
|
DIN-01335008 |
DIN-07762126 |
|